U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to _____________________.
Commission File Number 000-25253
SUMMIT LIFE CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1448244
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
3021 Epperly Dr., P.O. Box 15808, Oklahoma City, Oklahoma 73155
---------------------------------------------------------------
(Address of principal executive offices)
(405) 677-0781
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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
--- ---
The number of shares outstanding of the Issuer's Common Stock, $.01 par value,
as of May 15, 2001 was 2,267,605.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
FORM 10-QSB
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 2001 (unaudited)
and December 31, 2000......................................... 3
Consolidated Statements of Operation - Three months
ended March 31, 2001 and 2000 (unaudited)..................... 5
Consolidated Statement of Stockholders' Equity -
Three months ended March 31, 2001 (unaudited)................. 6
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 2001 and 2000 (unaudited)........ 7
Notes to Consolidated Financial Statements.................... 8
Item 2. Management's Discussion and Analysis or Plan of Operation..... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.............................. 12
Signatures............................................................ 14
2
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
ASSETS
March 31, 2001 December 31, 2000
----------------- -----------------
(Unaudited)
INVESTMENTS
Debt securities-held to maturity $ 328,075 $ 328,075
Debt securities-available for sale 2,484,986 2,426,607
Equity securities-trading 250,140 113,643
Equity securities-available for sale 5,000 8,915
Equity securities-other 63,663 63,663
Mortgages 725,290 734,220
Notes receivable 204,170 207,658
Short-term investments 0 0
Policy loans 32,434 33,382
Investment in limited
partnerships 58,122 57,300
----------------- -----------------
4,151,880 3,973,463
CASH AND CASH EQUIVALENTS 1,451,034 1,436,338
RECEIVABLES
Accrued investment income 33,039 41,984
Advances to affiliates 10,000 9,928
----------------- -----------------
43,039 51,912
PROPERTY AND EQUIPMENT-AT COST
Building and improvements 129,419 129,419
Furniture and equipment 116,570 116,570
Automobiles 22,015 22,015
----------------- -----------------
268,004 268,004
Less accumulated depreciation (109,560) (102,638)
----------------- -----------------
158,444 165,366
Land 56,000 56,000
----------------- -----------------
214,444 221,366
OTHER ASSETS
Cost in excess of net assets of businesses
acquired, less accumulated amortization 38,750 40,000
Deferred policy acquisition costs 53,527 57,527
Value of purchased insurance business 304,351 321,851
Deferred income taxes 37,241 37,241
Other 22,985 22,984
----------------- -----------------
456,854 479,603
----------------- -----------------
$ 6,317,251 $ 6,162,682
================= =================
The accompanying notes are an integral part of these interim financial
statements
3
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, 2001 December 31, 2000
----------------- -----------------
(Unaudited)
LIABILITIES
Policy reserves and policyholder funds $ 4,662,361 $ 4,708,295
Unpaid claims 78,445 175,951
Accounts payable 13,031 39,458
Accrued liabilities 201,257 15,424
Notes payable 496,777 248,254
Other liabilities 0 0
----------------- -----------------
5,451,871 5,187,382
STOCKHOLDERS' EQUITY
Common stock, $.01 par value 22,676 22,676
Preferred stock, series A, $.001 par value, stated at
liquidation value 500,000 500,000
Preferred stock, series B, $.001 par value, stated at
liquidation value 350,000 350,000
Preferred stock, series B subscribed 650,000 650,000
Additional paid-in capital 2,923,596 2,923,596
Common stock of parent held by subsidiary (95,000) (95,000)
Accumulated other comprehensive income (loss)
Unrealized appreciation (depreciation) of available for
sale securities 21,139 (19,882)
Accumulated deficit (2,857,031) (2,706,090)
Less preferred stock subscriptions receivable (650,000) (650,000)
----------------- -----------------
865,380 975,300
----------------- -----------------
$ 6,317,251 $ 6,162,682
================= =================
The accompanying notes are an integral part of these interim financial
statements
4
Summit Life Corporation and Subsidiaries
Consolidated Statements of Operation
(Unaudited)
Three Months Ended
March 31,
--------------------------
2001 2000
----------- -----------
Revenues
Insurance premiums $ 43,815 $ 40,152
Reinsurance premium ceded (11,797) (10,881)
----------- -----------
Net premium income 32,018 29,271
Investment activity
Investment income 80,098 103,505
Net realized gains on sale of available
for sale securities (7,347) 24,723
Net losses on trading securities (56,431) --
Other 8,984 5,305
----------- -----------
57,322 162,804
Benefits, losses and expenses
Policy benefits 35,689 33,667
Change in policy reserves 38,923 55,881
Interest expense 4,826 8,570
Taxes, licenses and fees 6,768 8,319
Depreciation and amortization 28,957 18,066
General, administrative and other operating expenses 93,100 136,626
----------- -----------
208,263 261,129
----------- -----------
Earnings (Loss) before income taxes (150,941) (98,325)
Income tax provision -- --
----------- -----------
NET EARNINGS (LOSS) $ (150,941) $ (98,325)
Preferred Stock Dividend Requirement 12,500 12,500
----------- -----------
NET EARNINGS (LOSS) APPLICABLE TO COMMON
SHARES $ (163,441) $ (110,825)
=========== ===========
Earnings (Loss) per common share
Basic and diluted $ (0.07) $ (0.05)
=========== ===========
Weighted average outstanding common shares,
basic and diluted 2,248,605 2,248,605
=========== ===========
The accompanying notes are an integral part of these interim financial
statements
5
Summit Life Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity
Three Months Ended March 31, 2001
(Unaudited)
Common Stock Preferred Stock "A" Preferred Stock "B"
------------ ------------------- -------------------
Shares Shares Liquidation Shares Liquidation
Total issued Par value issued value issued value
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at January 1, 2001 $ 975,300 2,267,605 $ 22,676 5,000 $ 500,000 350,000 $ 350,000
Dividends on preferred stock -- -- -- -- -- -- --
Issuance of Series B preferred -- -- -- -- -- -- --
Comprehensive income
Net income (loss) (150,941) -- -- -- -- -- --
Other comprehensive inc. (loss)
Unrealized gain on investments 41,021 -- -- -- -- -- --
-----------
Comprehensive inc. (loss) (109,920)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at March 31, 2001 $ 865,380 2,267,605 $ 22,676 5,000 $ 500,000 350,000 $ 350,000
=========== =========== =========== =========== =========== =========== ===========
Common Accumulated Preferred
Additional stock of Preferred other stock
paid-in parent held stock "B" comprehensive Accumulated subscriptions
capital by subsidiary subscribed income(loss) deficit receivable
----------- ----------- ----------- ----------- ----------- -----------
Balance at January 1, 2001 $ 2,923,596 ($ 95,000) $ 650,000 ($ 19,882) ($2,706,090) $ (650,000)
Dividends on preferred stock -- -- -- -- -- --
Issuance of Series B preferred -- -- -- -- -- --
Comprehensive income
Net income (loss) -- -- -- -- (150,941) --
Other comprehensive inc. (loss)
Unrealized gain on investments -- -- -- 41,021 -- --
Comprehensive inc. (loss)
----------- ----------- ----------- ----------- ----------- -----------
Balance at March 31, 2001 $ 2,923,596 ($ 95,000) $ 650,000 $ 21,139 ($2,857,031) ($ 650,000)
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
6
Summit Life Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
--------------------------
2001 2000
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents
Net cash provided by (used in) operating activities $ (345,268) $ (206,069)
Net cash provided by (used in) investing activities 173,838 321,968
Net cash provided by (used in) financing activities 186,126 (105,059)
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 14,696 10,840
Cash and cash equivalents at the beginning of the period 1,436,338 935,746
----------- -----------
Cash and cash equivalents at the end of the period $ 1,451,034 $ 946,586
=========== ===========
The accompanying notes are an integral part of these interim financial
statements
7
Summit Life Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2001. For further information, refer to the consolidated
annual financial statements and footnotes thereto for the year ended December
31, 2000.
8
Item 2. Management's Discussion and Analysis or Plan of Operation.
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical facts included in this Report,
including, without limitation, statements regarding the Company's future
financial position, business strategy, budgets, projected costs and plans and
objectives of Management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate" or "believe" or the negative thereof or variations
thereon or similar terminology. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct. Such
statements are based upon numerous assumptions about future conditions which may
ultimately prove to be inaccurate and actual events and results may materially
differ from anticipated results described in such statements. Important factors
that could cause actual results to differ materially from the Company's
expectations ("cautionary statements") include the risks inherent generally in
the insurance and financial services industries, the impact of competition and
product pricing, changing market conditions, the risks disclosed in the
Company's Annual Report on Form 10-KSB for the Year Ended December 31, 2000
under "ITEM 6--Management's Discussion and Analysis or Plan of Operation," as
well as the risks disclosed in this Report. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf, are expressly qualified in their entirety by these cautionary
statements. The Company assumes no duty to update or revise its forward-looking
statements based on changes in internal estimates or expectations or otherwise.
As a result, the reader is cautioned not to place reliance on these
forward-looking statements.
General
The Company's primary focus is its life insurance operations.
Results of Operations
Three Months Ended March 31, 2001 Compared to Three Months ended March
31, 2000
Revenue. Total revenues decreased 65% from $162,804 to $57,322 for the
three months ended March 31, 2000 and March 31, 2001, respectively. Revenues
attributable to life insurance increased 9% from $29,271 to $32,018 for the
three months ended March 31, 2001, compared to the same period ended March 31,
2000. The increase was due primarily to implementation of the Company's
marketing and sales programs.
Investment income decreased from $103,505 for the three months ended
March 31, 2000 to $80,098 for the three months ended March 31, 2001, primarily
as a result of surrenders during the prior year which decreased the asset base
of the Company.
Income from the sale of investments decreased from $24,723 for the
three months ended March 31, 2000 to a loss of $7,347 for the three months ended
March 31, 2001. Net losses on trading securities of $56,431 were reported for
March 31, 2001. The Company began trading securities in the fourth quarter of
2000 and is required to report such unrealized gains and losses in operations.
The realized gain or loss for each trading security may differ materially
depending on the date of sale, the underlying performance of the represented
company and other market conditions.
Other income increased 69% from $5,305 for the three months ended March
31, 2000 to $8,984 for the three months ended March 31, 2001, due to the
recognition of additional revenues from administrative service contracts.
Costs and Expenses. Total expenses decreased 20% from $261,129 to
$208,263 for the three months ended March 31, 2000 and 2001, respectively. Such
decrease was primarily attributable to promotional expenses associated with a
change in the Company's investor relations firm, as well as efforts to reduce
legal and professional expenses. Management continued its cost containment
program in other areas as well.
9
Policy benefits increased slightly from $33,667 to $35,689 for the
comparable periods. Policy reserves decreased $16,958 for the comparable
periods. Interest expense decreased 44% from $8,570 to $4,826 for the comparable
periods due to continuing reduction of Company debt. Depreciation and
amortization increased from $18,066 to $28,957 for the three months ended March
31, 2000 and 2001, respectively, as the Company continued to amortize the block
of business acquired with Great Midwest Life Insurance Company ("Great
Midwest"). General expenses decreased 32% from $136,626 to $93,100 as a result
of the reduced promotional, legal and accounting expenses and due to
management's cost containment programs.
Losses. The Company reported a net loss for the three months ended
March 31, 2001 of $150,941, compared to a net loss for the three months ended
March 31, 2000 of $98,325. The Company reported trading losses during the
quarter which management believes are temporary.
The Company reported a net loss of $0.07 per share for the three months
ended March 31, 2001, compared to a net loss of $0.05 per share for the three
months ended March 31, 2000.
Liquidity and Capital Resources
Total assets were $6,317,251 at March 31, 2001, compared to $6,162,682
at December 31, 2000, an increase of 2.5%. The increase was due to the receipt
of new annuity deposits during the first quarter.
Total liabilities (primarily insurance reserves for future policyholder
benefits) were $5,451,871 at March 31, 2001, compared to $5,187,382 at December
31, 2000, an increase of 5%. The increase was due primarily to new annuity
deposits received during the first quarter.
Total stockholders' equity was $865,380 at March 31, 2001, compared to
$975,300 at December 31, 2000, a decrease of 11.3%. The decrease was
attributable to the stock market volatility which impacted the Company's first
quarter results.
The principal requirements for liquidity in connection with the
Company's operations are its contractual obligations to policyholders and
annuitants. The Company's contractual obligations include payments of surrender
benefits, contract withdrawals, policy loans and claims under outstanding
insurance policies and annuities. Payment of surrender benefits is a function of
"persistency," which is the extent to which insurance policies are maintained by
the policyholder. Policyholders sometimes do not pay premiums, thus causing
their policies to lapse, or policyholders may choose to surrender their policies
for their cash surrender value. If actual experience of a policy or block of
policies is different from the initial or acquisition date assumptions, a gain
or loss could result. Depending on the nature of the underlying policy, a lapse
or surrender may result in surrender charge revenue or surrender benefit
expense. Such amounts may be less than, or greater than, unamortized acquisition
expenses and/or the related policy reserves; accordingly, current period
earnings may either increase or decrease. Additionally, policy lapses and
surrenders may result in lost future revenues and profits associated with those
policies that are lapsed or surrendered.
Although the Company currently has a $200,000 bank line of credit, it
funds most of its activity directly from cash flow from operations and cash flow
from financing activities, which includes deposits to policyholders' account
balances. The line of credit extends to July 2001, with amounts borrowed
thereunder bearing interest at prime plus .5%. At March 31, 2001, $150,000 was
outstanding under the line of credit and, as of March 31, 2001, the Company has
drawn the $50,000 remaining under the credit facility.
10
On January 13, 1999, the Company acquired 100% of the outstanding
common stock of Great Midwest, a Texas-chartered life insurance company. The
total cost of the acquisition was approximately $939,000. Of the purchase price,
cash of $607,000 was paid to seven of eight stockholders with the eighth
stockholder receiving a promissory note for a principal amount of $332,000,
payable in three equal annual installments at an annual interest rate of 6% on
the unpaid principal balance. The Company partially funded the cash portion of
the purchase price with a $350,000 loan from a bank. The loan accrued interest
at an index rate plus .5%, payable monthly, and originally matured on July 9,
1999, at which time the Company paid $100,000 of the principal amount owed and
renewed the balance for a six-month term maturing January 9, 2000. The balance
of the loan was paid December 31, 1999 using operating cash flow and the
proceeds from the sale of Benefit Capital. In addition, the Company has paid two
of the three installments on the promissory note held by a former stockholder of
Great Midwest.
The Company has made and intends to make substantial expenditures in
connection with its subsidiary's acquisition and marketing programs.
Historically, the Company has funded these expenditures from cash flow from
operations.
The Company believes that the liquidity resulting from the transactions
described above, together with anticipated cash from continuing operations,
should be sufficient to fund its operations and to make required payments under
its credit facility, the required payments of principal and interest under the
6% promissory notes payable to a former stockholder of Great Midwest and the
annual 10% dividend on the Series A Preferred Stock, for at least the next 12
months. The Company may not, however, generate sufficient cash flow for these
purposes or to repay the notes at maturity. The Company's ability to fund its
operations and to make scheduled principal and interest payments will depend on
its future performance, which, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond its control.
11
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Name of Exhibit
------- ---------------
3.1* First Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.1 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference)
3.2* First Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
4.1* Specimen Certificate of the Common Stock (filed as Exhibit 4.1
to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.2* See Articles V and X of the Company's Certificate of
Incorporation and Article VI of the Company's Bylaws (filed as
Exhibit 4.2 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference)
4.3* Form of Promotional Shares Lock-In Agreement (filed as Exhibit
4.3 to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.4* Specimen Certificate of the Series A Preferred Stock (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
for the Quarter ended June 30, 1999 and incorporated herein by
reference)
4.5* Certificate of Designation of Series A Preferred Stock (filed
as Exhibit 4.2 to the Company's Quarterly Report on Form
10-QSB for the Quarter ended June 30, 1999 and incorporated
herein by reference)
4.6* Specimen Certificate of the Series B Convertible Preferred
Stock (filed as Exhibit 4.6 to the Company's Registration
Statement on Form SB-2, file number 333-55722 and incorporated
herein by reference)
4.7* Certificate of Designation of Series B Convertible Preferred
Stock (filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-QSB for the Quarter ended September 30, 2000 and
incorporated herein by reference)
10.1* Employment Agreement by and between the Company and James L.
Smith (filed as Exhibit 10.1 to the Company's Registration
Statement on Form SB-2, file number 333-65097 and incorporated
herein by reference)
10.2* Employment Agreement by and between the Company and Charles L.
Smith (filed as Exhibit 10.2 to the Company's Registration
Statement on Form SB-2, file number 333-65097 and incorporated
herein by reference)
10.3* Stock Purchase Agreement by and between the Company and BCLIC
(filed as Exhibit 10.3 to the Company's Registration Statement
on Form SB-2, file number 333-65097 and incorporated herein by
reference)
10.4* Stock Purchase Agreement between the Company and Orville Homer
Miller et al. (filed as Exhibit 10.4 to the Company's
Registration Statement on Form SB-2, file number 333-65097 and
incorporated herein by reference)
12
10.5* Escrow Agreement between the Company and UMB Bank (filed as
Exhibit 10.5 to the Company's Registration Statement on Form
SB-2, file number 333-55722 and incorporated herein by
reference)
10.6* Stock Purchase Agreement between the Company and CLS
Enterprises, Inc. (filed as Exhibit 10.6 to the Company's
Registration Statement on Form SB-2, file number 333-65097 and
incorporated herein by reference)
10.7* Designated Agency Officer Agreement (filed as Exhibit 10.7 to
the Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
10.8* Stock Purchase Agreement between Summit Life Corporation,
Seller, and First Alliance Insurance Company, Buyer, dated
November 10, 1999 (filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed November 24, 1999 and
incorporated herein by reference)
* Previously filed.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended March
31, 2001.
13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SUMMIT LIFE CORPORATION
an Oklahoma corporation
Date: May 15, 2001 /s/Charles L. Smith
-------------------
Charles L. Smith
President and Chief Operating Officer
Date: May 15, 2001 /s/Quinton L. Hiebert
---------------------
Quinton L. Hiebert
Vice-President and Chief Financial Officer
14
INDEX TO EXHIBITS
Exhibit
Number Name of Exhibit
------- ---------------
3.1* First Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.1 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference)
3.2* First Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
4.1* Specimen Certificate of the Common Stock (filed as Exhibit 4.1
to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.2* See Articles V and X of the Company's Certificate of
Incorporation and Article VI of the Company's Bylaws (filed as
Exhibit 4.2 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference)
4.3* Form of Promotional Shares Lock-In Agreement (filed as Exhibit
4.3 to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.4* Specimen Certificate of the Series A Preferred Stock (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
for the Quarter ended June 30, 1999 and incorporated herein by
reference)
4.5* Certificate of Designation of Series A Preferred Stock (filed
as Exhibit 4.2 to the Company's Quarterly Report on Form
10-QSB for the Quarter ended June 30, 1999 and incorporated
herein by reference)
4.6* Specimen Certificate of the Series B Convertible Preferred
Stock (filed as Exhibit 4.6 to the Company's Registration
Statement on Form SB-2, file number 333-55722 and incorporated
herein by reference)
4.7* Certificate of Designation of Series B Convertible Preferred
Stock (filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-QSB for the Quarter ended September 30, 2000 and
incorporated herein by reference)
10.1* Employment Agreement by and between the Company and James L.
Smith (filed as Exhibit 10.1 to the Company's Registration
Statement on Form SB-2, file number 333-65097 and incorporated
herein by reference)
10.2* Employment Agreement by and between the Company and Charles L.
Smith (filed as Exhibit 10.2 to the Company's Registration
Statement on Form SB-2, file number 333-65097 and incorporated
herein by reference)
10.3* Stock Purchase Agreement by and between the Company and BCLIC
(filed as Exhibit 10.3 to the Company's Registration Statement
on Form SB-2, file number 333-65097 and incorporated herein by
reference)
10.4* Stock Purchase Agreement between the Company and Orville Homer
Miller et al. (filed as Exhibit 10.4 to the Company's
Registration Statement on Form SB-2, file number 333-65097 and
incorporated herein by reference)
15
10.5* Escrow Agreement between the Company and UMB Bank (filed as
Exhibit 10.5 to the Company's Registration Statement on Form
SB-2, file number 333-55722 and incorporated herein by
reference)
10.6* Stock Purchase Agreement between the Company and CLS
Enterprises, Inc. (filed as Exhibit 10.6 to the Company's
Registration Statement on Form SB-2, file number 333-65097 and
incorporated herein by reference)
10.7* Designated Agency Officer Agreement (filed as Exhibit 10.7 to
the Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
10.8* Stock Purchase Agreement between Summit Life Corporation,
Seller, and First Alliance Insurance Company, Buyer, dated
November 10, 1999 (filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed November 24, 1999 and
incorporated herein by reference)
* Previously filed.
16