<PAGE>
United States Securities and Exchange Commission
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended March 31, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition Period From to .
Commission file number : 0-25679
FIRST AMERICAN CAPITAL CORPORATION
(exact name of registrant as specified in its charter)
Kansas 48-1187574
State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) number)
3360 S.W. Harrison Street, Suite 100 Topeka, Kansas 66611
(Address of principal executive offices)
(785) 267-7077
(Telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Applicable Only to Corporate Insurers
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $.10 Par Value - 5,468,860 shares as of May 8, 2000
<PAGE>
FIRST AMERICAN CAPITAL CORPORATION
INDEX TO FORM 10-QSB
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999. . . . . .. . . . . . . . . . . . . . . . . 1
Condensed Consolidated Statements of Operations for the
three months ended March 31, 2000 and 1999 . . . . . . . . . . . . 3
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2000 and 1999 . . . . . . . . . . . . 4
Notes to Condensed Consolidated Financial Statements . . . . . . . . 5
Management's Discussion and Analysis or Plan of Operation. . . . . . 10
Part II.
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
<TABLE>
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31, December 31,
2000 1999
------------- -------------
<S> <C> <C>
Assets (Unaudited)
Investments:
Available-for-sale fixed maturities,
at fair value (amortized cost, $3,709,707
and 2,667,167) in 2000 and 1999,
respectively) $ 3,666,567 $ 2,631,102
Investment in real estate 325,169 325,169
Short-term investments 6,853,534 7,649,382
------------- -------------
Total investments 10,845,270 10,605,653
Cash and cash equivalents 898,219 793,885
Accrued investment income 140,040 111,352
Federal income tax recoverable 14,354 16,854
Deferred policy acquisition costs
(net of accumulated amortization of
$334,023 and $234,751 in 2000 and 1999,
respectively) 871,028 680,211
Prepaid expenses 14,112 13,633
Office furniture and equipment, (less
accumulated depreciation of $32,193 and
$31,259 in 2000 and 1999, respectively) 31,507 32,198
Advances to agents 119,339 107,951
Premiums receivable 23,403 8,565
Other assets 15,771 11,033
------------- -------------
Total assets $ 12,973,043 $ 12,381,335
============= =============
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
<CAPTION>
March 31, December 31,
2000 1999
------------- -------------
<S> <C> <C>
Liabilities and Shareholders' Equity (Unaudited)
Policy and contract liabilities:
Annuity contract liabilities $ 151,793 $ 11,282
Life policy reserves 534,759 374,298
Deposits on pending policy applications 362,462 221,413
Policyholder premium deposits 58,903 66,321
Reinsurance premiums payable 9,991 11,845
------------- -------------
Total policy and contract liabilities 1,117,908 685,159
Federal income taxes payable:
Deferred 242,786 147,865
Other taxes payable 10,537 21,639
Commissions, salaries, wages and benefits
payable 85,045 67,806
Accounts payable and accrued expenses 22,551 30,542
Accounts payable to affiliate 44,678 9,160
------------- -------------
Total liabilities 1,523,505 962,171
Shareholders' equity:
Common stock, $.10 par value, 8,000,000 shares
authorized; 5,468,860 shares issued and
outstanding at March 31, 2000 and December 31,
1999 546,886 546,886
Additional paid in capital 12,230,005 12,230,005
Retained earnings - deficit (1,296,880) (1,331,924)
Accumulated other comprehensive income (loss) (28,473) (23,803)
Less: 20,000 treasury shares held at cost (2,000) (2,000)
------------- -------------
Total shareholders' equity 11,449,538 11,419,164
------------- -------------
Total liabilities and shareholders' equity $ 12,973,043 $ 12,381,335
============= =============
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Three months ended
March 31, March 31,
2000 1999
------------- -------------
<S> <C> <C>
(Unaudited) (Unaudited)
Revenues
Gross premium income $ 541,702 $ 121,071
Reinsurance premiums ceded (15,311) -
------------- -------------
Net Premium income 526,391 121,071
Net investment income 160,612 137,192
------------- -------------
Total revenue 687,003 258,263
Benefits and expenses
Increase in policy reserves 160,461 39,839
Policyholder surrender values 37 -
Interest credited on annuities
and premium deposits 2,305 -
Commissions 205,767 72,679
Policy acquisition costs deferred (290,089) (103,448)
Amortization of deferred policy
acquisition costs 99,272 6,125
Salaries, wages and employee benefits 169,978 195,986
Miscellaneous taxes 10,537 -
Administrative fees - related party 32,167 6,851
Other operating costs and expenses 161,698 117,109
------------- -------------
Total benefits and expenses 552,133 335,141
------------- -------------
Income (loss) before income tax expense 134,870 (76,878)
------------- -------------
Income tax expense 99,826 11,600
------------- -------------
Net Income (loss) $ 35,044 $ (88,478)
============= =============
Net Income (loss) per common share-basic
and diluted $ 0.01 $ (0.03)
============= =============
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Three months ended
March 31, March 31,
2000 1999
------------- -------------
<S> <C> <C>
(Unaudited) (Unaudited)
Operating activities:
Net income (loss) $ 35,044 $ (88,478)
Adjustments to reconcile net loss to net cash
used in operating activities:
Interest credited on annuities and premium
deposits 2,305 -
Provision for depreciation and amortization 3,243 3,302
Amortization of premium and accretion of
discount on fixed maturity investments (1,263) -
Provision for deferred federal income taxes 97,326 11,600
Increase in accrued investment income (28,688) (14,874)
Decrease in federal income tax recoverable 2,500 -
Increase in deferred policy acquisition costs,
net (190,817) (97,323)
Decrease (increase) in prepaid expenses (479) (8,047)
Increase in agent advances (11,388) (71,698)
Increase in premiums due (14,838) -
Increase in other assets (4,738) (5,597)
Increase in policy reserves 160,461 39,839
Increase in deposits on pending policy
applications 141,049 372,398
Increase (decrease) in reinsurance premiums
payable (1,854) -
Increase (decrease) in commissions, salaries,
wages and benefits payable 17,239 7,321
Increase (decrease) in accounts payable to
affiliate 35,518 (698)
Increase (decrease) in accounts payable,
accrued expenses and other liabilities (19,093) (9,276)
------------- -------------
Net cash provided by (used in) operating
activities 221,527 138,469
Investing activities:
Purchase of available-for-sale fixed
maturities (1,041,193) -
Short-term investments (acquired) disposed,
net 795,765 244,368
Sales (purchases) of furniture and equipment,
net (2,552) (3,249)
------------- -------------
Net cash provided by (used in) investing
activities (247,980) 241,119
Financing activities:
Proceeds from public stock offering - 212,350
Cost of stock offerings - (56,018)
Deposits on annuity contracts, net 139,093 -
Policyholder premium deposits, net (8,306) -
------------- -------------
Net cash provided by financing activities 130,787 156,332
------------- -------------
Increase(decrease) in cash and cash equivalents 104,334 535,920
Cash and cash equivalents, beginning of year 793,885 624,919
------------- -------------
Cash and cash equivalents, end of year $ 898,219 $ 1,160,839
============= =============
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
(A) Basis of Presentation
The accompanying condensed consolidated financial statements of First American
Capital Corporation and its Subsidiaries ( the "Company") for the three month
period ended March 31, 2000 and 1999 are unaudited. However, in the opinion
of the Company, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been reflected therein.
Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting
principles, but which is not required for interim reporting purposes, has
been omitted. The accompanying condensed consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's Form 10-KSB for the fiscal year ended December 31,
1999. Certain reclassifications have been made in the prior period financial
statements to conform with the current year presentation.
(B) Subsidiary Operations
The Company's wholly owned subsidiary, First Life America Corporation ("FLAC"),
results of operations are included in the condensed consolidated financial
information for the three month periods ending March 31, 2000 and 1999. The
Company's venture capital subsidiary, First Capital Venture Inc. ("FCVI"),
has not been capitalized or commenced operations.
(C) Investments
The Company classifies all of its available-for-sale fixed maturities at the
current market value. Adjustments to market value are recognized as a
separate component of shareholders' equity net of applicable federal income
tax effects. The following table details the investment values at
March 31, 2000:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
U.S. Government Bonds $ 888,820 $ - $ 4,279 $ 884,541
Special Revenue Bonds 1,094,277 538 17,305 1,077,510
Corporate Bonds 1,366,610 3,835 25,929 1,344,516
Certificates of Deposit 360,000 - - 360,000
----------- ------------ ----------- -----------
$ 3,709,707 $ 4,373 $ 47,513 $ 3,666,567
=========== ============ =========== ===========
</TABLE>
<PAGE>
The fair values for investments in fixed maturities are based on quoted
market prices.
(C) Investments (continued)
During 1999, the Company acquired approximately seven acres of land, located
in Topeka, Kansas, at a total purchase price of $325,169. Management has
tentative plans to construct a building on approximately one-third of
this land, to be used as a home office. A definitive construction contract
has yet to be executed. It is anticipated that the remaining portion of the
land will be sold. Financing for the construction of the building has yet to
be determined.
The carrying value of short-term investments approximates their fair value.
At March 31, 2000 and December 31, 1999, the fair value of short-term
investments was $6,853,534 and $7,649,382, respectively.
(D) Other assets
Included in "Other Assets" at March 31, 2000 and December 31, 1999 is a
$5,000 deposit the Company placed in escrow to purchase a tract of vacant
land, measuring approximately 500 X 90 feet. Preliminary tests and surveys
have been completed, and closing is expected to occur on May 12, 2000 if the
Company's offer of $81,081 is accepted.
(E) Deferred Policy Acquisition Costs
Commissions and other costs of acquiring life insurance, which vary with, and
are primarily related to, the production of new insurance contracts have been
deferred to the extent recoverable from future policy revenues and gross
profits. The acquisition costs are amortized over the premium paying period
of the related policies using assumptions consistent with those used in
computing policy reserves.
(F) Net Earnings (Loss) Per Common Share
Basic and diluted earnings per share are calculated in accordance with
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share." All earnings and losses per share amounts for all periods have been
presented to conform with the requirements of SFAS No. 128.
Net loss per common share is based upon the weighted average number of common
shares outstanding each period. For the three months ended March 31, 2000 and
1999, all shares are outstanding for the entire period. The weighted average
outstanding common shares were 5,468,860 in 2000 and 1999.
(G) Federal Income Taxes
The company does not file a consolidated federal income tax return with FLAC.
FLAC is taxed as a life insurance company under the provisions of the
Internal Revenue Code and must file a separate tax return for its initial six
years of existence. At March 31, 2000 and 1999 estimated Federal Income Tax
expense was $99,826 and $11,600, respectively. The Federal Income Tax expense
at March 31, 2000 included $2,500 of current tax expense and $97,326 of
deferred tax expense, and March 31, 1999 included $11,600 of deferred tax
expense and no current tax expense. Deferred federal income taxes reflect
the impact of "temporary differences" between the amount of assets and
liabilities for financial reporting purposes and such amounts as measured by
tax laws and regulations.
<PAGE>
(H) Related Party Transactions
Effective December 31, 1998, the Company entered into a service agreement
with FLAC to provide personnel, facilities, and services to FLAC. The
services to be performed pursuant to the service agreement are underwriting,
claim processing, accounting, processing and servicing of policies, and other
services necessary to facilitate FLAC's business. The agreement is in effect
until either party provides ninety days written notice of termination. Under
the agreement, FLAC pays monthly fees based on life premiums delivered by
FLAC. The percentages are 25% of first year life premiums; 40% of second
year life premiums; 30% of third year life premiums 20% of fourth year life
premiums and 10% of life premiums in years five and thereafter. FLAC will
retain general insurance expenses related to its sales agency, such as agent
training and licensing, agency meeting expenses, and agent's health insurance.
Pursuant to the terms of the agreement, FLAC had incurred expenses of
$155,463 for the three months ended March 31, 2000 and $30,769 for the three
months ended March 31, 1999.
The Company has contracted with First Alliance Corporation ("FAC") of
Lexington, Kentucky to provide underwriting and accounting services for FLAC
and the Company. Under the terms of the management agreement, the Company
pays fees based on a percentage of delivered premiums of FLAC. The
percentages are 5.5% for first year premiums; 4% of second year premiums; 3%
of third year premiums; 2% of fourth year premiums, 1% of fifth year premiums
and 1% for years six through ten for ten year policies and .5% in years six
through twenty for twenty year policies. Pursuant to the agreement, the
Company incurred $32,167 and $6,851 of management fees during the three
months ended March 31, 2000 and 1999, respectively. FAC also owns
approximately 9.6% of the Company's outstanding common shares.
(I) Concentrations of Credit Risk
Credit risk is limited by emphasizing investment grade securities and by
diversifying the investment portfolio among government, special revenue, and
corporate bonds. Credit risk is further minimized by investing in
certificates of deposit. Certain certificates of deposit and cash balances
exceed the maximum insurance protection of $100,000 provided by the Federal
Deposit Insurance Corporation ("FDIC"). The principal of the certificates of
deposit which exceed $100,000 is protected through additional insurance.
Uninsured cash balances total $646,626 at March 31, 2000. The Company has
not experienced any losses in such accounts and believes it is not exposed to
any significant credit risk on cash and cash equivalents.
<PAGE>
(J) Comprehensive Income
<TABLE>
The components of comprehensive income (loss) along with the related tax
effects are presented below for the quarter ended March 31, 2000. There was
no comprehensive income (loss) reported for the quarter ended March 31, 1999
because there were no investments in fixed maturities until the fourth
quarter of 1999.
<CAPTION>
Three months ended
March 31, March 31,
2000 1999
------------- -------------
<S> <C> <C>
Unrealized gain/(loss) on available-for
-sale securities:
Unrealized holding gain/(loss) during
the period $ (43,140) $ -
Tax benefit/(expense) 14,667 -
------------- -------------
Other comprehensive income/(loss) $ (28,473) $ -
============= =============
Net income/(loss) $ 35,044 $ (88,478)
Other comprehensive income/(loss) net
of tax effect:
Unrealized investment gain/(loss) (28,473) -
------------- -------------
Comprehensive income/(loss) $ 6,571 $ (88,478)
============= =============
Net income/(loss) per common share -
basic and diluted $ - $ (.03)
============= =============
</TABLE>
<PAGE>
<TABLE>
(K) Segment Information
The segment data that follows has been prepared in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131. requires a
"management approach" (how management internally evaluates the operating
performance of its business units) in the presentation of business segments.
The operations of the Company and its subsidiaries have been classified into
two operating segments as follows: life and annuity insurance operations and
corporate operations. Segment information as of March 31, 2000 and December
31, 1999 and for the three months ended March 31, 2000 and 1999 is as follows:
<CAPTION>
2000 1999
------------- -------------
<S> <C> <C>
Revenues:
Life and annuity insurance operations $ 577,177 $ 158,725
Corporate operations 109,826 99,538
------------- -------------
Total $ 687,003 $ 258,263
============= =============
Income (loss) before income taxes:
Life and annuity insurance operations $ 182,055 $ 77,452
Corporate operations (47,185) (154,330)
------------- -------------
Total $ 134,870 $ (76,878)
============= =============
Assets:
Life and annuity insurance operations $ 4,916,787 $ 4,255,380
Corporate operations 8,056,256 8,125,955
------------- -------------
Total $ 12,973,043 $ 12,381,335
============= =============
Depreciation and amortization expense:
Life and annuity insurance operations $ 99,272 $ 6,125
Corporate operations 3,243 3,302
------------- -------------
Total $ 102,515 $ 9,427
============= =============
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
The Company makes forward-looking statements from time to time and desires to
take advantage of the "safe harbor" which is afforded such statements under
the Private Securities Litigation Reform Act of 1995 when they are accompanied
by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those in the forward-looking
statements.
The statements contained in this report, which are not historical facts, are
forward-looking statements that involve risks and uncertainties that cause
actual results to differ materially from those set forth in the forward-
looking statements. Any projections of financial performances or statements
concerning expectations as to future developments should not be construed in
any manner as a guarantee that such results or developments will, in fact,
occur. There can be no assurance that any forward-looking statement will be
realized or that actual results will not be significantly different from that
set forth in such forward-looking statements. In addition to the risks and
uncertainties or ordinary business operations, the forward-looking statements
of the Company referred to above are also subject to risks and uncertainties.
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto.
Results of Operations
The Company completed a Kansas intra-state offering on January 11, 1999
raising total capital of $13,750,000. The offering, which commenced on March
11, 1997, provided capital to form a wholly owned life insurance subsidiary,
First Life America Corporation ("FLAC"); form a venture capital subsidiary,
First Capital Venture, Inc. ("FCVI") and provide working and acquisition
capital. In January of 1999, FLAC began full insurance operations. During
the first quarter of 1999, FLAC's premium income was derived strictly from
first year business, whereas the first quarter of 2000 produced premium
income on both first year and renewal business. As compared to first year
premium income, renewal income generates fewer direct expenses such as
commissions and selling, administrative and general insurance expenses.
Revenues for the three months ended March 31, 2000 totaled $687,003 as
compared to $258,263 for the same period of 1999. Revenues include life
insurance premium and net investment income. Gross premium income for
the three months ended March 31, 2000 and March 31, 1999 totaled $541,702 and
$121,071, respectively. Of the $541,702 premium income in 2000, $175,679 was
earned from renewal income, a source of income that FLAC did not have during
the three months ended March 31, 1999. Additionally, greater first year
premium income was earned during the three months ended March 31, 2000 as
compared to the same period in 1999 since full scale insurance operations
began in January of 1999 with a less experienced sales force. Net investment
income increased from $137,192 for the three months ended March 31, 1999 to
$160,612 for the same period during 2000. As cash provided through the sale
of insurance has been invested, greater investment earnings have been
achieved. Additionally, in the second quarter of 1999, management hired an
investment manager to increase investment yields.
Benefits and expenses totaled $552,133 and $335,141 during the three months
ended March 31, 2000 and 1999, respectively. The increase in life insurance
reserves totaled $160,461 for the three months ended March 31, 2000 and
$39,839 during the same period of 1999. These reserves are actuarially
determined based on such factors as insured age, life expectancy, mortality
and interest assumptions. Commission expense increased from $72,679 for the
three months ended March 31, 1999 to $205,767 for the same period in 2000.
Commission expense is based on a percentage of premium and is determined in
the product design. Acquisition costs which are related to the sale of
insurance are capitalized and amortized over the premium paying period of the
associated policies. These costs include commissions and management fees
incurred in the first policy year. For the first three months of 2000 and
1999, respectively, $290,089 and $103,448 of these costs have been
capitalized as policy acquisition costs deferred. The related amortization
for the same periods totaled $99,272 and 6,125, respectively. Premium taxes,
which totaled $10,537 for the three months ended March 31, 2000, are incurred
as a percentage of premium collected. No provision for premium taxes had
been made at March 31, 1999.
<PAGE>
Salaries, wages and employee benefits were $195,986 and $169,978 for the
three month periods ended March 31, 1999 and 2000, respectively. Special
bonuses were given during the first quarter of 1999 related to the completion
of the stock sale. Administrative fees - related party are fees paid to
First Alliance Corporation, a shareholder of the Company. These fees, which
are calculated as a percentage of FLAC's premium income, are for underwriting
and accounting services. During the first three months of 2000, these fees
totaled $32,167 as compared to $6,851 for the first three months of 1999.
Consolidated Financial Condition
The following comparisons involve significant changes in the consolidated
balance sheets from December 31, 1999 to March 31, 2000:
Total assets increased from $12,381,335 at December 31, 1999 to $12,973,043
at March 31, 2000. During the first three months of 2000, the company
replaced $795,848 of short-term investments with investments in available-for
- -sale fixed maturities with higher yields. The timing of interest payments
increased accrued investment income from $111,352 at December 31, 1999 to
$140,040 at March 31, 2000. An estimated current income tax provision of
$2,500 for the three months ended March 31, 2000 resulted in the decrease of
Federal Income Tax Recoverable from December 31, 1999 to March 31, 2000.
Deferred policy acquisition costs, net of amortization, increased from
$680,211 at December 31, 1999 to $871,028 at March 31, 2000 resulting from
the capitalization of acquisition expenses related to the increasing sales of
life insurance. Advances to agents include monies advanced to agents for
living expenses.
Liabilities increased to $1,523,505 at March 31, 2000 from $962,171 at
December 31, 1999. As determined by product design, annuity premiums are not
received until year two of the policy contract. Annuity contract liabilities
were limited at December 31, 1999 since November of 1999 was the first
anniversary of life insurance operations and few policy holders had entered
into their second year terms at the close of 1999. Life policy reserves
established due to the sale of life insurance totaled $374,298 and $534,759
at December 31, 1999 and March 31, 2000, respectively. Other policy and
contract liabilities increased or decreased during the period due to timing
of deposits and payments.
Federal income taxes payable are primarily due to deferred taxes that are
established as a result of timing differences between income recognized for
financial statements and taxable income for the Internal Revenue Service.
The deferred taxes are based on the operations of FLAC. Other taxes payable
consist primarily of premium taxes, which are incurred as a percentage of
premium income. Other increases and decreases in payables are due to the
timing of payments.
Liquidity
FLAC's insurance operations generally receive adequate cash flow from premium
collections and investment income to meet their obligations. Insurance
policy liabilities are primarily long-term and generally are paid from future
cash flows. A significant portion of the Company's invested assets are
readily marketable and highly liquid.
<PAGE>
Part II.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) Form 8-K
The Company did not file any reports on Form 8-K during the three
months ended March 31, 2000.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
First American Capital Corporation
- ----------------------------------
(registrant)
/s/ Rickie D. Meyer Date May 15, 2000
- --------------------------------------- -----------------
Rickie D. Meyer, President
/s/ Phillip M. Donnelly Date May 15, 2000
- --------------------------------------- -----------------
Phillip M. Donnelly, Secretary/Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<DEBT-HELD-FOR-SALE> 3,666,567
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 325,169
<TOTAL-INVEST> 10,845,270
<CASH> 898,219
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 871,028
<TOTAL-ASSETS> 12,973,043
<POLICY-LOSSES> 686,552
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 421,365
<NOTES-PAYABLE> 0
0
0
<COMMON> 546,886
<OTHER-SE> 10,902,652
<TOTAL-LIABILITY-AND-EQUITY> 12,973,043
526,391
<INVESTMENT-INCOME> 160,612
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 2,342
<UNDERWRITING-AMORTIZATION> 99,272
<UNDERWRITING-OTHER> 450,519
<INCOME-PRETAX> 134,870
<INCOME-TAX> 99,826
<INCOME-CONTINUING> 35,044
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,044
<EPS-BASIC> .001
<EPS-DILUTED> .001
<RESERVE-OPEN> 374,298
<PROVISION-CURRENT> 160,461
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 534,759
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
