<PAGE>   1

                                  UNITED STATES
                       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 QUARTERLY PERIOD ENDED MARCH 31, 2001

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE ACT FOR
         THE TRANSITION PERIOD FROM            TO
                                    ----------    -----------
         COMMISSION FILE NUMBER   0-23637

                               THE WMA CORPORATION
        (Exact name of small business issuer as specified in its charter)

              DELAWARE                                  58-2179041
     (State or other jurisdiction of         (IRS Employer Identification No.)
      incorporation or organization)

                11315 JOHNS CREEK PARKWAY, DULUTH, GEORGIA, 30097
                    (Address of principal executive offices)

                                 (770) 248-3311
                           (Issuer's telephone number)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

As of April 30, 2001, there were 2,495,010 shares of common stock ($.001) par
value outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes [  ] No [X]

<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
PART I - FINANCIAL INFORMATION..................................................3

ITEM 1.  FINANCIAL STATEMENTS...................................................3
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............10

PART II - OTHER INFORMATION....................................................18

ITEM 1.  LEGAL PROCEEDINGS.....................................................18
Item 2.  CHANGES IN SECURITIES.................................................18
Item 3.  DEFAULTS UPON SENIOR SECURITIES.......................................18
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................18
Item 5.  OTHER INFORMATION.....................................................18
Item 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................18
</TABLE>

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                                       2
<PAGE>   3

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                               THE WMA CORPORATION
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                        (Unaudited)
                                                                                          March 31,            December 31,
                                                                                            2001                   2000
                                                                                        ------------           ------------
<S>                                                                                     <C>                    <C>
                                Assets
Fixed maturity securities - available for sale (amortized cost of
   $10,446,982 and $5,817,900 for 2001 and 2000, respectively)                          $ 10,667,918           $  5,912,379
Cash and cash equivalents                                                                  1,678,886              4,259,153
Investment income due and accrued                                                            142,761                113,558
Reinsurance balances receivable                                                            2,882,907              2,632,949
Reinsured policy loans                                                                       925,793                867,023
Deferred acquisition costs                                                                43,126,434             42,752,339
Prepaid expenses                                                                              34,381                 31,210
Fixed assets (net of accumulated depreciation of $115,257 and $102,992
   for 2001 and 2000, respectively)                                                           36,541                 48,806
Other assets                                                                                   5,099                  5,099
                                                                                        ------------           ------------
         Total assets                                                                   $ 59,500,720           $ 56,622,516
                                                                                        ============           ============

                 Liabilities and Stockholders' Equity
Liabilities:
   Future policy benefits                                                               $  8,769,375           $  8,025,748
   Reinsurance balances payable                                                            1,240,948                388,016
   Accrued expenses                                                                          110,118                 92,927
   Accrued interest payable                                                                   63,185                161,356
   Accounts payable                                                                          102,749                 52,006
   Due to World Marketing Alliance, Inc.                                                       3,946                  7,430
   Current income tax payable                                                                     --                410,530
   Short term debt                                                                                --                277,285
   Long term debt                                                                          5,000,000              5,000,000
   Deferred tax liability                                                                  6,315,648              5,618,285
                                                                                        ------------           ------------
      Total liabilities                                                                   21,605,969             20,033,583
                                                                                        ------------           ------------
Stockholders' equity:
   Preferred stock, par value $2.00, 10,000,000 shares authorized; 7% Series A
     convertible preferred stock, 266,047 shares issued in
     2001 and 2000                                                                           532,094                532,094
   Common stock, par value $.001, 50,000,000 shares authorized;
     2,500,000 shares issued in 2001 and 2000                                                  2,500                  2,500
   Additional paid-in capital                                                             22,795,581             22,795,581
   Accumulated other comprehensive income                                                    145,819                 62,357
   Retained earnings                                                                      14,468,657             13,246,301
   Treasury stock, at cost (4,990 shares for 2001 and 2000)                                  (49,900)               (49,900)
                                                                                        ------------           ------------
      Total stockholders' equity                                                          37,894,751             36,588,933
                                                                                        ------------           ------------
         Total liabilities and stockholders' equity                                     $ 59,500,720           $ 56,622,516
                                                                                        ============           ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   4

                               THE WMA CORPORATION
                        Consolidated Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                     March 31,
                                                                                            2001                   2000
                                                                                        ------------           ------------
<S>                                                                                     <C>                    <C>
Revenues:
    Premiums                                                                            $  4,655,919           $  3,676,173
    Reinsured policy revenues                                                              2,940,344              3,020,268
    Net investment income                                                                    161,327                 70,642
    Net realized gain on investments                                                           5,634                     --
                                                                                        ------------           ------------
       Total revenue                                                                       7,763,224              6,767,083
                                                                                        ------------           ------------
Benefits and expenses:
    Benefits, claims and settlement expenses                                               1,502,739              1,835,617
    Change in future policy benefits                                                         643,560                435,553
    Reinsurance premium allowances, net                                                    2,095,836              1,566,396
    Amortization of deferred acquisition costs                                             1,002,338              1,086,143
    Professional fees and other expenses                                                     465,672                313,902
    Interest expense                                                                          95,611                203,990
    Fees to World Marketing Alliance, Inc.                                                    11,863                 11,552
                                                                                        ------------           ------------
       Total benefits and expenses                                                         5,817,619              5,453,153
                                                                                        ------------           ------------
       Income before income taxes                                                          1,945,605              1,313,930
Income tax expense                                                                          (654,368)              (446,736)
                                                                                        ------------           ------------
       Net income                                                                          1,291,237                867,194
                                                                                        ------------           ------------

Preferred dividends                                                                           68,881                     --
                                                                                        ------------           ------------
       Net income available to common shareholders                                      $  1,222,356           $    867,194
                                                                                        ============           ============

Basic earnings per share                                                                $       0.49           $       0.35
                                                                                        ============           ============

Diluted earnings per share                                                              $       0.47           $       0.35
                                                                                        ============           ============

Weighted average common shares outstanding                                                 2,495,010              2,495,010
                                                                                        ============           ============

Total weighted average common and common equivalent shares outstanding                     2,761,057              2,495,010
                                                                                        ============           ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   5

                               THE WMA CORPORATION
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                     March 31,
                                                                                            2001                   2000
                                                                                        ------------           ------------
<S>                                                                                     <C>                    <C>
Cash flows from operating activities:
    Net income                                                                          $  1,291,237           $    867,194
    Adjustments to reconcile net income to cash provided by
    (used in) operating activities:
      Amortization and depreciation                                                        1,014,603              1,097,985
      Deferred tax expense                                                                   654,368                446,736
      Net realized gain on investments                                                        (5,634)                    --
      Preferred dividends                                                                    (68,881)                    --
      Change in:
         Investment income due and accrued                                                   (29,203)               (62,900)
         Reinsurance balances receivables                                                   (249,958)             1,521,759
         Reinsured policy loans                                                              (58,770)              (145,537)
         Deferred acquisition costs                                                       (1,376,433)            (2,448,496)
         Prepaid expenses                                                                     (3,171)                11,469
         Other assets                                                                             --                (15,042)
         Future policy benefits                                                              743,627                545,924
         Reinsurance balances payable                                                        852,932                838,880
         Accrued expenses                                                                     17,191                 55,644
         Accrued interest payable                                                            (98,171)              (486,630)
         Accounts payable                                                                     50,743                (10,724)
         Due to World Marketing Alliance, Inc.                                                (3,484)                   (67)
         Current income tax payable                                                         (410,530)                    --
                                                                                        ------------           ------------
             Net cash provided by operating activities                                     2,320,466              2,216,195
                                                                                        ------------           ------------

Cash flows from investing activities:
    Proceeds from sale and maturity of available-for-sale securities                         261,517                 35,923
    Purchase of available-for-sale securities                                             (4,884,965)            (1,931,256)
                                                                                        ------------           ------------
             Net cash used in investing activities                                        (4,623,448)            (1,895,333)
                                                                                        ------------           ------------
Cash flows from financing activities:
    Repayment of long term debt                                                             (277,285)                    --
                                                                                        ------------           ------------
             Net cash provided by financing activities                                      (277,285)                    --
                                                                                        ------------           ------------
             Net increase (decrease) in cash and cash equivalents                         (2,580,267)               320,862
Cash and cash equivalents at beginning of period                                           4,259,153              3,475,950
                                                                                        ------------           ------------
Cash and cash equivalents at end of period                                              $  1,678,886           $  3,796,812
                                                                                        ============           ============

Supplemental disclosure of cash flow information:
             Interest paid                                                              $    193,782           $    699,779
                                                                                        ============           ============
             Income taxes paid                                                          $    432,500           $         --
                                                                                        ============           ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   6

                               THE WMA CORPORATION
                   Notes to Consolidated Financial Statements
                                 March 31, 2001

(1)      Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America ("GAAP") for interim financial information and with the instructions
for Form 10-QSB of Regulation S-B. 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 months ended
March 31, 2001 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001. The unaudited financial
statements should be read in conjunction with the Company's audited financial
statements included in the Company's 2000 Form 10-KSB Annual Report as filed
with the Securities and Exchange Commission.

(2)      Deferred Tax

Deferred income tax liabilities and related expenses are determined in
accordance with Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes (SFAS No. 109) using an effective federal tax rate of 34%. SFAS
No. 109 specifically excludes recognition of the "small life insurance company
deduction" available under Section 806 of the Internal Revenue Code for
qualifying life insurance companies. This special deduction can reduce the
effective federal income tax rate from 34% to less than 20% depending upon the
amount of taxable income. Consequently, the effective tax rate on the Company's
earnings may ultimately prove to be less than the deferred income tax
liabilities and related expenses determined under SFAS No. 109, at March 31,
2001.

(3)      Comprehensive Income

Statement of Financial Account Standards No. 130, Reporting Comprehensive Income
(SFAS No. 130), establishes standards for reporting and displaying comprehensive
income and its components in a full set of general-purpose financial statements.
The primary component of other comprehensive income is the unrealized gain
(loss) on securities as shown under the equity section of the consolidated
balance sheet. Total other comprehensive income for the three months ended March
31, 2001 was $1,374,699 compared to $867,566 for the three months ended March
31, 2000.

(4)      Earnings Per Share

Basic earnings per share is computed based on the weighted-average number of
common shares outstanding during the period, in accordance with SFAS No. 128,
Earnings Per Share. Shares of convertible preferred stock issued in June and
July 2000 are included in the calculations of total weighted average common and
common equivalent shares outstanding. The dilution effect on earnings per share
from the issuance of convertible preferred stock is shown on the Consolidated
Statements of Income. In August 2000, the Company's stockholders ratified
amendments to the 1999 stock option plan and to the outstanding warrants
limiting the number of shares that can be purchased upon exercise of the options
or warrants, as determined by the amount of proceeds from the sale of stock
during the period from January 1, 2000 through January 1, 2002.

(5)      Accounting Pronouncements

SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as
amended and interpreted establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. The accounting for changes in the
fair value of a derivative will be included in either earnings or other
comprehensive income depending on the intended use of the derivative instrument.
The provisions of SFAS No. 133 do not have a significant impact on the financial
statements of the Company.


                                       6
<PAGE>   7

In September 2000, FASB issued SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities--a replacement
of FASB Statement No. 125. This statement revises the standards for accounting
for securitizations and other transfers of financial assets and collateral and
requires certain disclosures, not previously required under SFAS No. 125. SFAS
No. 140 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. This statement is
effective for recognition and reclassification of collateral and for disclosures
relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000. The provisions of SFAS No. 140 do not have a
significant impact on the financial statements of the Company.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101 - Revenue Recognition in Financial Statements. SAB 101,
as amended, is effective for fiscal years ended after December 15, 2000. The
bulletin further defines when revenues are recognizable and provides a series of
questions and answers related to specific revenue recognition topics. The
provisions of SAB 101 do not have a significant impact on the financial
statements of the Company.

(6)      Segment Reporting

The Company has two reportable segments: non-universal life-type agreements and
universal life-type agreements.(*) The reportable segments are determined based
on the nature of the reinsurance treaties and the accounting treatment used for
the various reinsurance treaties. The Company reinsures certain variable
universal life policies on a monthly renewable term ("MRT") basis. MRT
reinsurance involves the reinsurance of mortality risk whereby premiums are not
directly related to the premium rates on the original plan of insurance; the
ceding company retains all risks associated with policy benefits other than
mortality risk and may retain a portion of the mortality risk and the ceding
company is liable for the total net amount of risk of the policies reinsured.
The Company's MRT agreements are accounted for under SFAS No. 60 accounting
principles. The Company also reinsures certain variable annuity contracts and
variable universal life policies on a coinsurance and modified coinsurance
basis. Coinsurance involves the reinsurance of mortality and investment risks on
the same basis as that of the underlying policies. The ceding life companies and
the Company share in these risks in the same manner. The Company's existing
coinsurance agreements are accounted for under SFAS No. 97 accounting
principles. Items not directly related to the business segments and unallocated
corporate items (i.e., other income, interest expense on corporate debt and
unallocated operating expenses) are shown separately, consistent with the
Company's internal measurement process. Segment assets reported include those
assets directly attributable to the reinsurance treaties such as reinsurance
balances receivable, deferred acquisition costs, policy loans, prepaid expenses,
invested assets and cash. Invested assets are allocated to the treaties based
upon the letters of credit posted in support of the statutory reserves held
which is consistent with the Company's internal measurement process.

----------------
*        Non-universal life-type agreements and universal life-type agreements
         as referenced in SFAS No. 97, Accounting and Reporting by Insurance
         Enterprises for Certain Long-Duration Contracts and for Realized Gains
         and Losses from the Sale of Investments, paragraphs 44 and 45.


                                       7
<PAGE>   8

                                SEGMENT REPORTING

<TABLE>
<CAPTION>
Three Months Ended March 31,                                    2001                                       2000
                                             -----------------------------------------  -----------------------------------------
                                             Non-Universal  Universal                   Non-Universal   Universal
(Amounts shown in thousands)                   Life-type    Life-type  Other    Total     Life-type     Life-type  Other    Total
                                             -------------  ---------  ------  -------  -------------   ---------  -----   -------
<S>                                          <C>            <C>        <C>     <C>      <C>             <C>        <C>     <C>
Premiums                                         $4,656                        $ 4,656     $3,676                          $ 3,676
Reinsured policy revenues                                      2,940             2,940                     3,020             3,020
Benefits, claims and settlement expenses(1)       2,080           66             2,146      2,025            246             2,271
Reinsurance premium allowances, net               1,653          443             2,096      1,220            346             1,566
Amortization of deferred acquisition cost            85          918             1,003         40          1,046             1,086
                                                 ------       ------           -------     ------         ------           -------
Underwriting profit                                 838        1,513             2,351        391          1,382             1,773

Net investment income (expense)                      57           42       68      167         55             60     (44)       71
Other expenses                                       28           76      469      573          6             48     476       530
                                                 ------       ------   ------  -------     ------         ------   -----   -------
Segment operating income (loss) before tax          867        1,479     (401)   1,945        440          1,394    (520)    1,314
Income tax expense (benefit)                        292          497     (135)     654        150            474    (177)      447
                                                 ------       ------   ------  -------     ------         ------   -----   -------
Segment net income (loss)                        $  575          982     (266) $ 1,291     $  290            920    (343)  $   867
                                                 ======       ======   ======  =======     ======         ======   =====   =======

Segment assets                                   $6,770       47,472    5,258  $59,500     $4,991         39,412   7,362   $51,265
                                                 ======       ======   ======  =======     ======         ======   =====   =======
</TABLE>

         For the three months ended March 31, 2001 and 2000, the percentage of
         total premiums and reinsured policy revenues which relate to Western
         Reserve Life Assurance Co. of Ohio ("Western Reserve") is 89% and 87%,
         respectively.

         The percentage of the total underwriting profit that relates to Western
         Reserve for the three months ended March 31, 2001 and 2000 is 82% and
         79%, respectively.

         The Company estimates that approximately 44% of variable universal life
         ("VUL") premiums and 30% of variable annuity premiums, written through
         Western Reserve and sold by WMA Sales Associates, originated in
         California.

--------------------
(1)      Benefits, claims and settlement expenses includes Change in future
         policy benefits.


                                       8
<PAGE>   9

(7)      Reclassification

The Company has reclassified the presentation of certain 2000 information to
conform to the 2001 presentation.

(8)      Subsequent Events

Asset Acquisition. On May 7, 2001, AEGON Asset Management Services, Inc.
("AEGON"), an indirect, wholly owned subsidiary of AEGON USA, Inc., announced it
has entered into an agreement to acquire selected assets of the Company's
affiliates, World Marketing Alliance, Inc. and WMA Securities, Inc. These
selected assets will be placed in a new AEGON subsidiary called World Financial
Group, Inc. ("WFG"). It is also anticipated that, subject to regulatory
approval, AEGON will set up a new broker/dealer, World Group Securities, Inc. to
house WFG's future securities activities. The announced asset purchase does not
include any assets or securities of the Company. It is unclear what impact the
announced transaction will have upon the reinsurance business of the Company.
See further details under Item 2. Management's Discussion and Analysis or Plan
of Operation - Asset Purchase Agreement of Certain Assets of WMA Agency and WMA
Securities.

Pacific Life Letter of Intent. WMA Life Insurance Company Limited ("WMA Life")
has entered into a letter of intent with Pacific Life Insurance Company
("Pacific Life") to reinsure Pacific Select Exec II (PSEII) VUL policies on a
monthly renewable term basis. This letter of intent, if it results in a
definitive agreement, provides that WMA Life will commence reinsuring Pacific
Life PSEII policies and riders sold by registered representatives of WMA
Securities, Inc., its affiliates and successors, including World Financial
Group, Inc. and World Group Securities, Inc., and issued by Pacific Life on or
after January 1, 2001. There can be no assurance that the intent expressed,
which forms the basis for formal negotiations, will result in a definitive
agreement.

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                                       9
<PAGE>   10
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management's Discussion and Analysis or Plan of Operation ("MD&A") addresses
the financial condition of the Company as of March 31, 2001 compared with
December 31, 2000, and its results of operations for the three months ended
March 31, 2001, compared with the three months ended March 31, 2000. This
discussion should be read in conjunction with the MD&A and the Company's
Consolidated Financial Statements and notes thereto in the Company's 2000 Form
10-KSB Annual Report.

OVERVIEW

The WMA Corporation ("WMA Corporation"), incorporated in the state of Delaware
in 1995, is a holding company, owning all of the outstanding capital stock of
WMA Life Insurance Company Limited ("WMA Life"), a Bermuda life insurance
corporation. WMA Life, also formed during 1995, commenced its reinsurance
operations during 1996. WMA Life presently provides reinsurance to certain life
insurance companies ("Ceding Life Companies") with respect to variable
universal life ("VUL") and variable annuity policies. The term "Company", as
used in this document, refers to WMA Corporation and WMA Life collectively,
unless the context requires otherwise.

The Company reinsures certain life insurance policies and annuities sold by
"WMA Sales Associates", a network of independent agents associated with "WMA
Agency". Unless the context indicates otherwise, "WMA Agency" refers to World
Marketing Alliance, Inc., an insurance agency and Georgia corporation, which
operates an international financial services, sales and marketing organization,
and certain entities and persons with which it is associated primarily for
licensing purposes. "WMA Sales Associates" are independent agents who market
financial services products through WMA Agency and often hold licenses as
registered representatives for the sale of certain securities products through
another affiliate, WMA Securities, Inc. ("WMA Securities"), a registered
securities broker-dealer.

All of the Company's reinsurance business has been indirectly the result of the
marketing efforts of WMA Agency, through business placed with the Ceding Life
Companies. The Company has not used reinsurance intermediaries or engaged in
any direct marketing activities. Therefore, the Company has been dependent upon
and benefited from WMA Agency to market those products that the Company
reinsures.

Under a reinsurance agreement, the economic consequences of certain insurance
risks are transferred from the ceding company to the reinsurer. Depending upon
the type of reinsurance agreement, these risks may include: mortality,
persistency, expense and investment. Key considerations in evaluating the risks
include: industry experience, the ceding company's pricing and assumptions, the
type of product, the ceding company's underwriting practices and procedures,
the type of distribution system, the ceding company's recent experience, and
the market for the product.

The Ceding Life Companies retain responsibility for the payment of all claims,
surrender values, commissions and expenses involved in issuing and maintaining
the policies. In addition, the Ceding Life Companies administer the reinsurance
contracts and, on a monthly basis, provide WMA Life with information regarding
premiums, reserves, benefits, claims and settlement expenses for policies
reinsured.

At March 31, 2001, WMA Life's reinsurance in force on life insurance policies
and riders constituted 296,143 policies and riders with an aggregate face
amount of $9.37 billion. This is a decrease of 531 life insurance policies and
riders, or 0.2%, and $0.01 billion of in force face amount, or 0.1%, from
December 31, 2000.

At March 31, 2001, WMA Life had reinsurance in force with respect to variable
annuities for 45,483 policies with reinsured annuity benefits of $267.64
million. This represents an increase of 1,664 policies, or 4%, and a decrease
of $42.42 million of annuity contract benefits, or 14%, from December 31, 2000.
Policyholders have directed most of their assets to be invested in the separate
accounts of the reinsured policies, with a majority invested in equities.
Accordingly, the decrease in reinsured annuity contract benefits is reflective
of continuing decreases in the equity markets during 2001.


                                      10
<PAGE>   11


The following table indicates the percentage of WMA Life's reinsurance revenues
derived from each Ceding Life Company:


<TABLE>
<CAPTION>
                                                                               THREE MONTHS
                                                                                  ENDED
                                                                                 MARCH 31,
   CEDING LIFE COMPANY                                                             2001       2000      1999
   -------------------                                                         ------------   ----      ----
   <S>                                                                         <C>            <C>       <C>
   Western Reserve Life Assurance Co. of Ohio ("Western Reserve")                   89%        88%       88%
   American Skandia Life Assurance Corporation ("American Skandia")                  9%        10%        9%
   Kemper Investors Life Insurance Company ("Zurich Kemper")                         2%         2%        3%
                                                                                   ----       ----      ----
          Total                                                                    100%       100%      100%
</TABLE>


ASSET PURCHASE AGREEMENT OF CERTAIN ASSETS OF WMA AGENCY AND WMA SECURITIES

On May 7, 2001, AEGON Asset Management Services, Inc. ("AEGON"), an indirect,
wholly owned subsidiary of AEGON USA, Inc., announced it entered into an Asset
Purchase Agreement to acquire selected assets of the Company's affiliates, WMA
Agency and WMA Securities. These selected assets will be placed in a new AEGON
subsidiary called World Financial Group, Inc. ("WFG"). It is also anticipated
that, subject to regulatory approval, AEGON will set up a new broker/dealer,
World Group Securities, Inc. to house WFG's future securities activities. The
announced asset purchase does not include any assets or securities of the
Company, nor would it interfere with the continued reinsurance of business in
force or the reinsurance of new policies subject to the terms of the Company's
existing reinsurance agreements.

S. Hubert Humphrey, Jr., who owns substantially all of World Marketing
Alliance, Inc. and WMA Securities, is the Company's chairman and CEO and
beneficially owns approximately 29.0% of the Company's common stock and 25.1%
of the Company's preferred stock. Mr. Humphrey will also serve as chairman of
WFG and will provide visionary and motivational leadership through a long-term
consulting arrangement. The asset purchase is expected to close in June 2001,
or such later date upon which all regulatory approvals have been obtained.

In 1998, the Company entered into a formal agreement whereby WMA Agency agreed
to use its "best efforts" to encourage companies, with which it had selling
agreements, to reinsure those policies sold by WMA Sales Associates with the
Company. WMA Agency will no longer have an active insurance sales force after
the closing of the Asset Purchase Agreement, since there will be a transition
plan to move substantially all qualified, licensed agents to the new insurance
agency. While the Company speculates the transaction may lead to increased sales
of products currently reinsured, thereby increasing new business reinsured, the
Company also believes that the opportunity to acquire reinsurance on new
products will be less secure after the closing of the Asset Purchase Agreement.
Accordingly, the Company has entered negotiations with AEGON in an effort to
preserve the Company's opportunity to continue reinsuring new products sold
through WFG.

A majority of the Company's reinsurance business is derived from policies issued
by Western Reserve, an indirect, wholly owned subsidiary of AEGON USA, Inc. and
an affiliate of AEGON Asset Management Services, Inc. In November 1999, Western
Reserve introduced a new VUL product, the WRL Freedom Elite, for sale by WMA
Sales Associates, which the Company does not reinsure. During 2000 and 2001,
sales of this product have progressively increased, which has resulted in a
smaller portion of WMA Agency's total business that is reinsured by WMA Life. In
September 2000, the Company commenced negotiations with Western Reserve for the
purpose of securing a reinsurance agreement for this and other products. These
negotiations have continued into 2001. However, considering the announcement of
the Asset Purchase Agreement, the Company has now expanded the scope of its
discussions with Western Reserve for the purpose of preserving the Company's
opportunity to reinsure these and other potential new Western Reserve products
sold through WFG.


                                      11
<PAGE>   12


The Company believes that, regardless of the outcome of these negotiations with
AEGON and Western Reserve, its source of continued reinsurance business less
secure than before the closing of the Asset Purchase Agreement. There also can
be, no assurance that the Company's negotiations with AEGON and Western Reserve
will result in any definitive agreements. Therefore, the Company must seek to
expand its reinsurance relationships beyond the insurance companies that will
have marketing relationships with WFG. Since the Company believes that it will
be very difficult to compete effectively in the same markets as the large
commercial reinsurers, it intends to explore business strategies that will
capitalize on niche markets.

MONTHLY RENEWABLE TERM REINSURANCE

WMA Life's reinsurance indemnity agreements include three Monthly Renewable
Term ("MRT") agreements relating to VUL policies. MRT reinsurance is a
variation of Yearly Renewable Term Insurance. Under MRT reinsurance, the ceding
company reinsures the mortality risk with WMA Life. The amount reinsured in any
one month is not based on the face amount of the policy, but rather on the net
amount of risk. The net amount of risk is typically defined as the difference
between the death benefit and the cash value of a policy. The ceding company
retains responsibility for establishing the policy reserves (reduced for the
mortality risk reinsured) as well as the payment of all policy benefits,
commissions and expenses involved in issuing and maintaining the business. WMA
Life establishes reserves specific to the mortality risk reinsured.

The reinsurance of the VUL policies includes business previously and currently
being sold by WMA Sales Associates and issued by Western Reserve and Zurich
Kemper. The following table indicates the Ceding Life Companies that issue the
policies underlying the MRT reinsurance, the names of the insurance products
currently reinsured by the Company, policies reinsured under each agreement,
and the commencement date of the reinsurance.


<TABLE>
<CAPTION>
                                                                                            REINSURANCE
CEDING COMPANY           REINSURED VUL PRODUCT NAME         INITIAL POLICY ISSUE DATE    COMMENCEMENT DATE
--------------           --------------------------         -------------------------    -----------------

<S>                      <C>                                <C>                          <C>
Western Reserve          Freedom Equity Protector               1/92 to 12/99                  7/96
                         Financial Freedom Builder              8/97 to 3/98                   8/97

Zurich Kemper            Power VUL                              10/96 to 3/01                 10/96

Western Reserve          Financial Freedom Builder              1/99 to present               10/99
</TABLE>


Effective March 31, 2001, Zurich Kemper withdrew the Power VUL product from the
market for all new issues and conversions. Power VUL policies in force will
continue to be reinsured by WMA Life.

COINSURANCE AND MODIFIED COINSURANCE

Under a coinsurance arrangement, the insured risks are ceded to the reinsurer
on essentially the same basis underwritten by the ceding company. The ceded
risks include mortality, lapse, cash surrender and investment risk. The ceding
company and the reinsurer share these risks in the same manner. The reinsurer
receives a proportionate share of gross premiums from the ceding company and
provides expense allowances to the ceding company in recognition of expenses
associated with the reinsured policies. Expenses include commissions and costs
associated with underwriting, marketing, policy issue and maintenance. The
reinsurer also pays the ceding company its proportionate share of death
benefits and other policy benefits. The reserves on the ceded portion of the
policy are obligations of, and held by, the reinsurer.

Modified coinsurance ("ModCo") is a variation of coinsurance. ModCo is similar
to coinsurance except the ceding company retains the reserves, and the assets
related to the reserves, otherwise recorded and held by the reinsurer. ModCo is
used primarily for products that develop cash values and allows the ceding
company to retain the associated assets for investment purposes.


                                      12
<PAGE>   13


WMA Life has a ModCo agreement with American Skandia and a coinsurance and
modified coinsurance agreement with Western Reserve, both providing for the
reinsurance of a portion of certain variable annuity policies sold by WMA Sales
Associates. WMA Life also has a coinsurance and modified coinsurance agreement
with Western Reserve reinsuring a portion of certain VUL policies. The
following table indicates the Ceding Life Companies that issue the policies
underlying the reinsurance, the names and types of insurance products currently
reinsured by the Company, the type of reinsurance agreement applicable to each,
policies reinsured under each agreement, and the commencement date of the
reinsurance.


<TABLE>
<CAPTION>
                                                          PRODUCT                              INITIAL POLICY     REINSURANCE
          CEDING COMPANY      REINSURED PRODUCT NAME       TYPE      REINSURANCE TYPE            ISSUE DATE     COMMENCEMENT DATE
          --------------      ----------------------      -------    ----------------          --------------   -----------------

          <S>                 <C>                         <C>        <C>                       <C>              <C>
          Western Reserve     Financial Freedom Builder     VUL      Coinsurance and ModCo      4/98 to 12/98          4/98

          Western Reserve     Freedom Wealth Creator        VA       Coinsurance and ModCo      1/98 to present         1/98

          Western Reserve     Freedom Premier               VA       Coinsurance and ModCo      10/00 to present       10/00

          American Skandia    Imperium                      VA       ModCo                      1/97 to present         1/97
</TABLE>


Effective January 1, 2001, the reinsurance percentage is 40% on all reinsured
Imperium variable annuity policies issued by American Skandia. WMA Life
continues to reinsure 30% to 40% of the reinsured Imperium variable annuity
policies issued from January 1, 1997 through December 31, 1999 and 10% of the
reinsured Imperium variable annuity policies issued from January 1, 2000
through December 31, 2000.

ACCOUNTING

WMA Life generally recognizes premiums as earned on MRT reinsurance for the
mortality risk reinsured. Reinsured policy revenues that are reported in the
period reflect policy mortality and expense charges, policy administration
charges, asset-based allowances and deferred sales charges that have been
assessed against the reinsured policy account balances under the coinsurance
and modified coinsurance agreements, as they relate to universal life-type
contracts.

Net investment income is the gross income earned from the invested assets less
the applicable investment management expenses and custodial fees.

WMA Life defers costs that vary with and are directly associated with the
acquisition of the reinsured policies. These expenses are deferred to the
extent that such costs are deemed recoverable from future policy revenues in
accordance with GAAP and are recorded as deferred acquisition costs on the
balance sheet. Deferred acquisition costs were $43.13 million at March 31,
2001, an increase of $374,000, or 1%, from December 31, 2000.

Deferred acquisition costs are amortized over the lives of the underlying
policies (with regard to the terms of the reinsurance agreement). Under the MRT
agreements, the rate of amortization depends on the approach utilized, static
or dynamic, and is based upon assumptions applicable at the time the policies
are reinsured, such as estimates of expected investment yields, mortality,
persistency and expenses. Under the static approach, the amortization is in
proportion to the ratio of premiums collected during the then current period to
total anticipated premiums. Under the dynamic approach, the amortization under
the static approach is adjusted to reflect actual insurance in force. To the
extent fewer policies persist than otherwise anticipated the amortization will
be greater, as compared to the static approach. Conversely, to the extent more
policies persist than otherwise anticipated, the amortization will be smaller.

Under the coinsurance and ModCo agreements, the amortization of the deferred
acquisition costs is in proportion to the ratio of gross profits recognized
during the then current period to total anticipated future gross profits.
During each accounting period, assumptions used in calculating the amortization
of the Company's deferred acquisition expense reflect actual experience for the
then current accounting period. Management also reviews, on a periodic basis,
evolving experience with regard to the Company's assumptions, concerning future
experience with regard to mortality, persistency, investment yields and
expenses, in determining its estimate of anticipated future gross profits.


                                      13
<PAGE>   14


The period of observation is from October 1 of the previous calendar year
through September 30 of the current calendar year. If management believes
variances from expected assumptions are permanent, assumptions used with regard
to future experience will be changed. Upon adoption of any change in
assumptions used with regard to future experience, the amortization of the
Company's deferred acquisition cost will be recalculated and reflected during
the then current accounting period.

Life insurance claims settled, claims reported and changes in estimates of
claims incurred but not reported related to reinsured VUL policies are recorded
as Benefits, claims and settlement expenses on the Consolidated Financial
Statements. The change in the liability for future policy benefits is recorded
separately as Change in future policy benefits in the Consolidated Financial
Statements.

The liability for future policy benefits was $8.77 million at March 31, 2001,
an increase of $744,000, or 9%, from December 31, 2000. The liability at March
31, 2001 is comprised of two components: (i) liabilities under the Company's
MRT reinsurance agreements, and (ii) liabilities related to the coinsurance of
VUL and variable annuity policyholder obligations. The liability, with regard
to the MRT reinsurance, represents the present value of future benefits to be
paid and related expenses, less the present value of future net premiums (that
portion of the premium required to provide for all benefits and expenses). The
liability for the fixed account portion of the reinsured Western Reserve VUL
and variable annuity policies is equal to reinsured policy account balances.
The separate account portions of the Western Reserve VUL and the Western
Reserve and American Skandia variable annuity policies are reinsured on a
modified coinsurance basis and, accordingly, the ceding companies retain the
reserves and the assets related to the reserves in their respective separate
accounts. To date, management believes the assumptions used regarding its
liability for future policy benefits are appropriate for its circumstances.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31,
2000.

Revenues. Revenues increased by $1.00 million, or 15%, for the three months
ended March 31, 2001 compared to the same period in 2000. The increase was
primarily attributable to the growth in premiums associated with the MRT
agreements.

Premiums. Premiums increased by $980,000, or 27%, for the three months ended
March 31, 2001 compared to the same period in 2000. The majority of the premium
increase was due to increasing reinsured business in force under the
FFB MRT Agreement. In force volume under the FFB MRT Agreement increased $1.26
million, or 41%, for the quarter ended March 31, 2001 compared to the same
period in 2000. The remaining increase in premiums was attributable to the
increasing duration of the policies in force, since the reinsurance premiums
increase with the advancing age of the insured.

Reinsured Policy Revenues. Reinsured policy revenues decreased by $80,000, or
3%, for the three months ended March 31, 2001 compared to the same period in
2000. These revenues reflect policy cost of insurance charges, mortality and
expense charges, policy administration, asset based allowances and deferred
sales charges under the coinsurance and ModCo agreements, as they relate to
universal life-type contracts.

The revenue decrease was primarily attributable to the VUL coinsurance and
ModCo agreement with Western Reserve. Of the $2.94 million Reinsured policy
revenues for the three months ended March 31, 2001, $1.47 million was
attributable to the VUL coinsurance and ModCo agreement with Western Reserve
compared to $1.54 million for the same period in 2000, a decrease of $74,000,
or 5%. The remaining $1.47 million of Reinsured policy revenues was
attributable to the variable annuity reinsurance agreements compared to $1.48
million for the same period in 2000, a decrease of $6,000, or 0.4%. Decreasing
revenues for both VUL and variable annuity business have resulted primarily
because of a decrease in collected mortality and expense charges associated
with the lower account values, due to the continued decrease in the equity
markets. Further, the VUL coinsurance and ModCo business is a closed block,
which has resulted in a declining in force due to normal policy lapses and
surrenders.

Net Investment Income and Net Realized Gain on Investments. Net investment
income increased by $91,000, or 128%, for the three months ended March 31, 2001
compared to the same period in 2000. Investment income is earned from
investments in fixed income securities and cash equivalents. Investment
expenses of $17,000 and


                                      14
<PAGE>   15


$19,000 for the three month periods ended March 31, 2001 and 2000,
respectively, related to investment advisor fees and custodial fees and were
netted with gross investment income excluding realized gains and losses. The
increase in net investment income was primarily due to the increased size of
the Company's portfolio and increasing investment yields on new purchases of
fixed income securities. The sale of the fixed income securities for the three
months ended March 31, 2001 resulted in a Net realized gain on investments of
$5,634. No net realized gains or losses on investments were reported for the
period ended March 31, 2000. A Net realized gain is the result of selling
securities after a decrease in market yields subsequent to their purchase; a
decrease in market yields causes an increase in the market value of invested
securities.

Benefits, Claims and Settlement Expenses. Benefits, claims and settlement
expenses decreased by $333,000, or 18%, for the three months ended March 31,
2001 compared to the same period in 2000. The decrease was primarily the result
of lower claims activity. The amount of business in force at March 31, 2000 was
$8.55 billion compared to $9.37 billion at March 31, 2001, which represented a
$0.82 billion, or 10%, increase.

The Company's profitability, in part, depends on the volume and amount of death
claims incurred. While death claims are reasonably predictable over a period of
many years, claims become less predictable over shorter periods, and are
subject to fluctuation from quarter to quarter and year to year. Claims paid
plus those incurred in 2001 were approximately 25% lower than otherwise
expected based upon management estimates and prior claims activity. Management
estimates net income was $275,000 higher for the period ended March 31, 2001,
than otherwise expected, due to this lower than expected claims activity.

Change in Future Policy Benefits. Change in future policy benefits increased by
$208,000, or 48%, for the three months ended March 31, 2001 compared to the
same period in 2000. The increase primarily resulted from the growth in
policies in force under the Western Reserve FFB MRT Agreement. Inforce policies
and riders reinsured under the Western Reserve FFB MRT Agreement increased by
38,157, or 45%, from 84,528 policies and riders at March 31, 2000 to 122,685
policies and riders at March 31, 2001.

Reinsurance Premium Allowances, Net. Net reinsurance premium allowances
increased by $529,000, or 34%, for the three months ended March 31, 2001
compared to the same period in 2000. Gross reinsurance premium allowances
represent a portion of reinsurance premiums paid or allowed by WMA Life to the
Ceding Life Companies for each policy reinsured. A certain portion of the gross
reinsurance allowances, with regard to the production of new business was
related to the Company's share of commissions, underwriting costs and other
expenses from the production of new business incurred by the Ceding Life
Companies on the business reinsured. These amounts have been deferred to the
extent that such costs are deemed recoverable from future policy revenue in
accordance with GAAP. The balance of those amounts not deferred is reflected as
net reinsurance premium allowances and are often a level percentage of
individual policy revenues. Similar to the increase in revenues, the increase
in net reinsurance premium allowances was due to an increase in the business
placed under the FFB MRT Agreement and the MRT premiums in force.

Amortization of Deferred Acquisition Costs. Amortization of deferred
acquisition costs decreased by $84,000, or 8%, for the three months ended March
31, 2001 compared to the same period in 2000. The decrease in amortization of
deferred acquisition costs was primarily attributable to a decrease in the rate
of amortization which resulted from the Company's unlocking of future
experience assumptions as reported December 31, 2000. (See further discussion
above in "Accounting" for additional factors.)

Professional Fees and Other Expenses. Professional fees and other expenses
increased by $152,000, or 48%, for the three months ended March 31, 2001
compared to the same period in 2000. Expenses include professional fees for
legal, actuarial and accounting expenses incurred, operating expenses, and
other miscellaneous expenses. The increase in expenses was primarily associated
with an increase in salary expense of $71,000 due to the employment of
additional staff in 2001 as compared to the same period in 2000. Additionally,
$35,000 of the difference was due to an expense offset from a release of unused
accruals for the three months ended March 31, 2000. Comparatively, there were
no unused accruals at March 31, 2001. The increase was also attributable to
legal and accounting fees, which increased by $32,000 from March 31, 2000 due
to an increase in audit fees and additional tax consulting services. The
remainder of the increase was due to the annual corporate franchise tax and
outside director fees.


                                      15
<PAGE>   16


Fees to World Marketing Alliance, Inc. Fees to World Marketing Alliance, Inc.
increased by $311, or 3%, for the three months ended March 31, 2001 compared to
the same period in 2000. The slight increase was due to additional expenses
incurred by the Company and paid by WMA Agency, which were not covered under
the Corporate Services Agreement discussed below. Fees to World Marketing
Alliance, Inc. consist of corporate services and rent expenses. The Company has
a sublease agreement with World Marketing Alliance, Inc. pursuant to which the
Company pays annual rent of $18,675 for 1,500 square feet of office space. The
Company also has a Corporate Services Agreement whereby WMA Agency provides
corporate services to the Company for a fixed monthly fee of $2,250, adjusted
as necessary on an annual basis.

Interest Expense. Interest expense decreased by $108,000, or 53%, for the three
months ended March 31, 2001 compared to the same period in 2000. The decrease
is due to the full repayment of the $5.30 million debt on a line of credit. The
final payment of principal and interest in the amount of $283,566 was paid in
February 2001.

Income Taxes. Income taxes increased by $279,000, or 62%, for the three months
ended March 31, 2001 compared to the same period in 2000 due to higher levels
of Income before income taxes. The Company's effective tax rate was 34% for
2001 and 2000. The Income tax expense for the three months ended March 31, 2001
and 2000 was deferred in accordance with GAAP. No current tax expense was
payable as of March 31, 2001 or March 31, 2000.

Net Income. As a result of the foregoing, Net income for the three months ended
March 31, 2001 was $1.29 million compared to $867,000 for the three months
ended March 31, 2000, an increase of $424,000, or 49%.

LIQUIDITY AND CAPITAL RESOURCES

The principal sources of the Company's cash flow have been premiums received
from the Ceding Life Companies, investment income, proceeds from the sale of
invested assets, issuance of the Company's common and preferred stock, and
short and long term financing. In addition to the need for cash flow to meet
operating expenses, the liquidity requirements of the Company relate primarily
to the payment of gross reinsurance allowances, investment purchases, debt
service and reinsurance claims.

Premiums are generally received in advance of related benefits and claims
payments. Under the MRT reinsurance agreements, premiums typically vary in
proportion to the expected mortality claims reinsured. The Company's cash
inflows under the MRT agreements are premiums for the mortality risk reinsured.
The Company's cash outflows are reinsurance expense allowances, policy benefits
and death benefit claims. The reinsurance expense allowances represent the
Company's share of acquisition and maintenance expenses incurred by the Ceding
Life Company that are attributable to the risks reinsured.

Under the coinsurance and modified coinsurance agreements, since the Company is
reinsuring risks on essentially the same plan as that of the original policy,
reinsurance premiums are materially greater than premiums paid on the MRT
reinsurance. During the first year in which a policy is reinsured on a
coinsurance basis, the Company is required to reimburse the Ceding Life Company
for its share of acquisition costs, including first year commissions and
issuance expenses. Thereafter, the Company reimburses the Ceding Life Company
for its share of renewal commissions and maintenance expenses. Further, under
modified coinsurance, the Company will allow the Ceding Life Company to retain
assets related to reserves in support of reinsured policy benefits (e.g., cash
values). Accordingly, because of the type of reinsurance and the plan
reinsured, the net cash outlays could be as much as, or more than the first
year premiums paid for life insurance, and as much as 10% of annuity premiums.

The Company's cash requirements for operating and investment expenses consist
of: salaries and benefits; management service fees; investment management and
custodial fees; accounting and consulting services fees; expenses related to
regulatory issues and compliance with corporate and tax matters; and other
incidental administrative expenses. The Company incurred no capital
expenditures during 2001.

Net cash flows provided by operating activities were $2.32 million for the
three months ended March 31, 2001, compared to $2.22 million provided by
operating activities for same period in 2000. The net cash flows provided by
operating activities were primarily due to the reinsurance revenues, under the
Company's MRT agreements and its Co/ModCo Agreements with Western Reserve on
the FFB and Creator products, in excess of its reinsurance settlements paid
under the coinsurance and modified coinsurance agreements on the Western
Reserve Premier and


                                      16
<PAGE>   17


American Skandia Imperium variable annuity products. The Company projects to
realize net positive cash flows from its existing reinsurance operations for
the remainder of 2001.

The Company had a line of credit with Money Services, Inc. ("MSI"), a
subsidiary of AEGON USA, Inc. As of March 31, 2001, the $5.30 million of debt
due under this line of credit was paid in full. The final payment of $283,566,
including principal and accrued interest was paid in February 2001.

On July 30, 1999, the Company issued a $5 million, five-year term note to MSI
due on July 29, 2004. Proceeds of this note were used to reduce a portion of
the outstanding principal balance on the line of credit from $10 million to $5
million, from which WMA Life was beneficiary. Interest is payable at 7.5% per
annum (except in the event of redemption), on the 29th of each succeeding
January and July through and including July 29, 2004. In January 2001, a
semiannual interest payment of $187,500 was paid to MSI. As of March 31, 2001,
regarding the term note, the Company had an outstanding principal balance of $5
million and accrued interest of $63,185.

The Company's primary source of liquidity was $1.68 million in Cash and cash
equivalents at March 31, 2001. The effective duration of the Company's fixed
income portfolio is 3.5 years with 100% of the fixed income securities having
an effective maturity of less than 10 years. The Company's fixed income
portfolio represents all of the total invested assets, and has an average
quality rating of Aa3 by Moody's.

The net cash used in investing activities for the three months ended March 31,
2001 was $4.62 million, compared to $1.90 million used in investing activities
for the same period in 2000. During 2001, the Company purchased over $4.88
million of fixed income securities. As a result, the Company increased the
percentage of corporate fixed income securities held in its portfolio from 39%
at March 31, 2000 to 57% at March 31, 2001. Net cash used in investing
activities for the three months ended March 31, 2000 resulted primarily from
$1.93 million of additional purchases of corporate fixed income securities.

Net cash used in financing activities was $277,000 for the three months ended
March 31, 2001. The net cash used in financing activities during 2001 was the
final principal payment on the MSI line of credit. There were no financing
activities for the same period in 2000.

WMA Corporation is a holding company with no direct operations, and its
principal asset is the capital stock of WMA Life and $2.17 million of cash and
invested assets. WMA Corporation relies primarily on funds retained at the
holding company level, loan repayments and potential dividends from WMA Life to
meet ongoing cash requirements. The ability of WMA Life to pay dividends to WMA
Corporation is subject to, among other things, regulatory restrictions under
the insurance laws of Bermuda. During the quarter ended March 31, 2001, WMA
Life paid no dividends to WMA Corporation. It is anticipated that WMA
Corporation will rely primarily on interest and loan repayments from WMA Life
to meet ongoing cash requirements during the remainder of 2001.

Under the Company's reinsurance agreements, the Company is required to provide
security through a Letter of Credit ("LOC") for the benefit of the Ceding Life
Companies. The Company has two LOCs issued by Comerica Bank, the Company's
custodian, for the benefit of Western Reserve and Zurich Kemper, in the amounts
of $6 million and $140,000, respectively.

FORWARD LOOKING STATEMENTS

Certain statements made in this report are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 and are
subject to the safe-harbor provision of that Act. These statements may include,
but are not limited to statements relating to reinsurance revenues, gross
profits, cash flows and net income in future periods. Such statements often
include the words "believes," "expects," "assumes," "proposed," "anticipates,"
"intends," "plans," "estimates," "projects," "speculates," or similar
expressions. Because such forward-looking statements involve risks, both known
and unknown, and uncertainties, there are important factors that could cause
actual results to differ materially from those expressed or implied by such
forward-looking statements, including but not limited to: changes in the
Company's relationship with WMA Agency, adverse reinsurance experience,
increased competition from within the insurance industry, the extent to
which the Company is able to develop new reinsurance programs and markets
for its reinsurance, negotiation of reinsurance agreements, changes in
the control of the Company, the Company's cash requirements, the rate
of growth in the Company's reinsured business, the


                                      17
<PAGE>   18


outcome of regulatory examinations and investigations into WMA Agency and WMA
Securities, the result of the ongoing negotiations with AEGON, Western Reserve
and Pacific Life, and the availability of capital on acceptable terms and other
factors discussed in this report. These forward-looking statements are subject
to change and uncertainty which are beyond the Company's control and have been
made based upon management's expectations and beliefs concerning future
developments and their potential effect on the Company. There can be no
assurance that future developments will be in accordance with management's
expectations or that the effect of future developments on the Company will be
those anticipated by management. Actual results could differ materially from
those expected by the Company, depending upon the outcome of certain factors,
including those described in the forward-looking statements.


PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

As of March 31, 2001, the Company was not a party to any litigation or
arbitration. Except as disclosed below in Item 5. Other Information, the
Company is not aware of any litigation or arbitration that is likely to have a
material adverse effect on the Company's consolidated results of operations or
financial condition.

ITEM 2.  CHANGES IN SECURITIES

There were no changes in securities during the three months ended March 31,
2001.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

There have been no defaults in the payment of principal or interest of any
indebtedness of the issuer.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the three
months ended March 31, 2001.

ITEM 5.  OTHER INFORMATION

In the past several years, WMA Agency and WMA Securities have been and/or
continue to be subject to investigations by the Securities and Exchange
Commission, the National Association of Securities Dealers, various state
departments of insurance and other state regulatory authorities, concerning
their compliance and supervisory programs and the sales and marketing
activities of certain WMA Sales Associates. WMA Agency, WMA Securities and
certain WMA Sales Associates may also be subject to litigation or arbitration
from time to time during the normal course of business. WMA Securities and WMA
Agency have not advised the Company of any changes in the status of the any
regulatory investigations or litigation during the current period that could be
viewed material to the Company.

Conning Asset Management, Inc. ("Conning"), the Company's investment manager
since 1998, has informed the Company that in April 2001, Swiss Re entered into
an agreement to acquire Conning in a transaction expected to close mid-year
2001. Terms of the transaction were not discussed. Swiss Re is a life
reinsurance company. The Company has no affiliation with Swiss Re. At this
time, it cannot be determined how such an agreement, if achieved, will impact
the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

The Company filed a Form 8-K on February 28, 2001 regarding the ongoing
negotiations for the purchase of certain assets of the Company's affiliates,
World Marketing Alliance, Inc. and WMA Securities, Inc., by a subsidiary of
AEGON N.V.

There were no other exhibits or reports filed during the period.


                                      18
<PAGE>   19


                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


     THE WMA CORPORATION  (REGISTRANT)




By:  /s/ Edward F. McKernan                                  Date: May 15, 2001
     -----------------------------------------------
     Edward F. McKernan
     President, Chief Financial Officer and Director