##### Table of Contents





U.S. SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
 Form 10-K/A
 (Amendment
    No. 1)
  þ

ANNUAL REPORT UNDER SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition
    period   Commission File Number:
    001-15667
 ACCESS PLANS USA,
    INC.
 (Exact name of registrant as
    specified in its charter)
  OKLAHOMA(State or other jurisdiction of
    incorporation or organization)

73-1494382(I.R.S. Employer
    Identification No.)   4929 WEST
    ROYAL LANE, SUITE 200
    IRVING, TEXAS 75063 (Address
    of principal executive offices)
  (866) 578-1665 (Registrants
    telephone number)
    Securities registered under
    Section 12(b) of the Exchange Act:
    None
    Securities registered under Section 12(g) of the Exchange
    Act:
    Common Stock, $0.01 Par Value
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K.  Yes o þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company þ(Do not check if a smaller reporting company)   Rule 12b-2 o þ




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##### 





ACCESS
    PLANS USA, INC.FORM 10-K/A
    For the Fiscal Year Ended December 31, 2007
  TABLE OF
    CONTENTS
   
 PagePART I.Item 1.

Business


5Item 1A.

Risk Factors


21Item 1B.

Unresolved Staff Comments


32Item 2.

Properties


32Item 3.

Legal Proceedings


32Item 4.

Submission of Matters to a Vote of Security
    Holders


34PART II.Item 5.

Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchase of Equity
    Securities


34Item 6.

Selected Financial Data


36Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


37Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


57Item 8.

Financial Statements and Supplementary Data


57Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


58Item 9A(T).

Controls and Procedures


58Item 9B.

Other Information


61PART III.Item 10.

Directors, Executive Officers and Corporate
    Governance


62Item 11.

Executive Compensation


66Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


77Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


78Item 14.

Principal Accounting Fees and Services


80PART IV.Item 15.

Exhibits and Financial Statement Schedules


81SIGNATURES


83EX-10.1EX-18.1EX-31.1EX-31.2EX-32.1EX-32.2    Rule 13a-14(a) 15d-14(a)  Rule 13a-14(a) 15d-14(a)
   2




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EXPLANATORY
    NOTE
  Form 10-K
  1.
    Restate our statement of cash flows for the year ended
    December 31, 2007 to include the change in both commissions
    advanced to agents and unearned advanced commissions received
    from insurance carriers as operating activities. Previously, we
    had considered that these receipts and payments had more than
    one class of cash flows and had characterized these items as
    investing and financing activities, respectively. Note 2 to
    the financial statements provides a tabular summary of this
    restatement and we have updated the applicable amounts set forth
    in Item 6  Selected Financial Data and
    Item 7  Liquidity and Capital Resources.
    Additionally, our independent registered public accountants have
    amended their report to reflect this restatement.2.
    Deleted an inadvertent disclosure of a financial measure that
    did not conform with generally accepted accounting principles
    from certain commentary set forth in Item 7.
    (Managements Discussion and Analysis of Financial
    Condition, Results of Operations, Liquidity and Capital
    Resources).3.
    Deleted the inadvertent use of the word significant
    in our discussion of controls and procedures set forth in
    Item 9A (Controls and Procedures, Information Technology
    General Controls).4.
    Disclosure of additional information regarding the magnitude of
    the provision for litigation related matters that we recorded
    and reported at December 31, 2007.5.
    Inclusion, as an Exhibit, the preferability letter we obtained
    from our independent registered public accountants in connection
    with the change in our annual goodwill impairment testing date
    from December 31 to September 30 of each year.6.
    Amended Exhibits 31.1 and 31.2 to correct the prior
    omission of certain parenthetical information.   3




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CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING INFORMATION
   4




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PART I  ITEM 1.
    BUSINESS      Consumer Plan Division.
  Insurance Marketing Division.
  Regional Healthcare Division.
  re-evaluation
  Form 10-K, Form 10-Q, Form 8-K,
 5




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Healthcare
    Industry Challenges and Market Opportunity
    The uninsured.
    The insured and underinsured. year-by-year and/or
  Over-utilization, increasing regulation and
    legislation.
     6




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Self-employed and small businesses. 60-80%
  Senior population.
  Our
    Solutions
              Our
    Consumer Plan Division
  tm
 7




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Avg.*Avg.*


Repriced


Avg.*


%CPT


CPT Code Description

Price


Amount


Savings


Discount99213


Office/Outpatient Visit, Est

$
83.80


$
55.11


$
28.69



34.24
%36415


Routine Venipuncture

$
20.60


$
6.88


$
13.72



66.62
%99214


Office/Outpatient Visit, Est

$
123.38


$
82.98


$
40.39



32.74
%80061


Lipid Panel

$
81.30


$
21.93


$
59.37



73.03
%85025


Complete CBC w/Auto Diff WBC

$
31.39


$
12.72


$
18.67



59.49
%80053


Comprehensive Metabolic Panel

$
55.93


$
15.95


$
39.98



71.49
%99212


Office/Outpatient Visit, Est

$
61.61


$
39.80


$
21.80



35.39
%84443


Assay Thyroid Stim Hormone

$
83.58


$
25.36


$
58.22



69.66
%99203


Office/Outpatient Visit, New

$
140.42


$
97.87


$
42.55



30.30
%83036


Glycated Hemoglobin Test

$
65.99


$
19.15


$
46.84



70.98
%   ®
   8




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##### Table of Contents



24-hour tm
  Technology
    and Member Services
    
    maintaining member eligibility and demographic information,
    maintaining representative information including network
    reporting,
    paying commissions,
    maintaining a database of all providers and providing provider
    locator services,
    re-pricing and payment of medical bills,
    drafting member accounts on a monthly basis, and
    tracking cash receipts and revenues.      Sales and
    Marketing Channels
    Private Label and Co-Branded Sales.
 9




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
    TeleService Centers
    Insurance Agencies with Call Centers
    Large Companies/Brands Looking for Additional Ways to Monetize
    Their Customer Base  Network Marketing. tm
    Our
    Insurance Marketing Division
      
    continue to develop products for consumers to provide healthcare
    savings
    and/or
    insurance protection to families and individuals,
    continue to use technology and innovative marketing and
    agent-support programs to attract new agents to sell insurance
    products that are available to us,
    enhance our product portfolio by adding new products developed
    on our current product platform,
    expand into additional states where we are not currently
    marketing to any significant degree, and
    expand the number of insurance carriers that we represent.    
    Major medical/individual health insurance,
    Specialty medical and benefit plans for affinity groups,
    associations, employer groups and other groups, and
    Senior health insurance, managed care, life insurance and annuity  Distribution
    Channels and Operating Divisions
   10




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Insurance MarketingDivision Revenue(Dollars in Thousands)Insurance Company

Products

2007Guarantee Trust Life

Proprietary Major Medical and HSA-qualified High Deductible plans

$
5,124Central Reserve Life Insurance Company

Medicare Supplement; Final Expense Life Insurance


4,393Golden Rule Insurance Company

Major Medical and HSA-qualified High Deductible plans


3,464Continental General Insurance Company

Proprietary Major Medical; Proprietary HSA-qualified High
    Deductible plans


1,861World Insurance Company

Proprietary Major Medical; HSA-qualified High Deductible plans


1,733Companion Life Insurance Company

Proprietary Mini-Medical plan


1,496Empire Fire and Marine

Proprietary Major Medical; Proprietary HSA-qualified High
    Deductible plans


746The Wellpoint Family of Companies

Senior Managed Care, Medicare Advantage products and Medicare
    Advantage Medical Savings Accounts (MSAs)


435Other Carriers




331$
19,583   Products
    for Consumers
    Major Medical /Individual Health Insurance
    Market.
  Major Medical Health Insurance.
  HSA-Qualified High Deductible Plans.
  Short Term Medical Plans.
  Specialty Medical And Benefit Plans.
  Mini-Medical Plans.
  
    less expensive than traditional comprehensive healthcare
    insurance and usually require the member to undergo little or no
    medical underwriting; 11




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
    available to all or most individuals, regardless of their health
    conditions;
    operate on an indemnity basis in most cases, reimbursing the
    member for certain incurred healthcare costs; and
    in some instances allowing the benefit to be assigned directly
    to the healthcare provider, eliminating the need for the member
    to pay the provider directly and then seek reimbursement.    Senior Health Insurance, Managed Care, Life Insurance and
    Annuity.
  Medicare Supplement Plans.
  Medicare Advantage Plans.
  
    Medicare Health Maintenance Organization (HMOs)
    Preferred Provider Organizations (PPO)
    Private Fee-for-Service Plans      Part D Prescription Plans.
  Final Expense Insurance Plans.
    Insurance
    Marketings Services For Agents and Agencies
   12




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Multiple Carriers for Specific Product
    Lines. state-by-state
  Web Based Technology.
  
    real-time rate quoting;
    agent recruiting, licensing, and contracting;
    insurance application submission;
    lead ordering and delivery; and
    access to brochures, applications, and marketing materials.    
    a streamlined underwriting process that automatically limits
    application submissions,
    increasing the issue and placement rate on submitted business,
    a proprietary pre-scrubbed agent enrollment process
    that ensures complete and accurate agent contracting,
    an efficient way for agents to sell and submit applications over
    the phone, and
    a central repository that agents visit frequently to obtain
    important documents and updated materials.  Lead Distribution Programs for Agents.
  Competitive agent commission rates supplemented by various
    agent incentive programs.
  Working Capital Requirements.
  Home Office Support. on-site e-mail
 13




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e-mail
  Our
    Regional Healthcare Division
          Reliance
    on key customers.
    Competition
  Consumer Plan Division.
   14




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Insurance Marketing Division.
      Regional Healthcare Division.
  Principal Competitive Factors.
  
    the ability to maintain contracts with reputable preferred
    provider organization (PPO) networks that offer substantial
    healthcare savings;
    the ability to maintain contracts with reputable insurance
    companies and insurance agents and agencies;
    the ability to attract and retain independent marketing
    representatives for our Consumer Plan Division;
    the ability to identify, develop and offer unique membership
    healthcare programs;
    the quality and breadth of the healthcare membership programs
    offered;
    the quality and extent of customer service;
    the ability to offer substantial savings on major-medical costs
    such as hospital and surgical costs;
    the ability to combine the programs with affordable insurance
    plans that have high deductibles or set payment for
    hospitalization;
    prices of products and service offered;
    marketing expertise;
    the ability to effectively market the product on the Internet,
    compensation plans for representatives;
    the ability to hire and retain employees;
    the development by others of member programs that are
    competitive with our programs; 15




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
    responsiveness to customer needs;
    the ability to satisfy investigations on the part of state
    attorneys general, insurance commissioners and other regulatory
    bodies; and
    the ability to finance promotions and commission advance
    programs for the recruiting of members and representatives.  Competitive Risk.
  
    competitors will not develop their own software that re-prices
    medical bills or a full-service customer service function
    similar to ours;
    our competitors will not increase their emphasis on programs
    similar to our programs to more effectively compete with us;
    our competitors will not recruit our independent marketing
    representatives and insurance agents by offering more attractive
    sales commissions;
    our competitors will not provide programs comparable or superior
    to our programs at lower membership fees or lower insurance
    premiums;
    our competitors will not adapt more quickly to evolving industry
    trends or changing market requirements;
    new competitors will not enter the market;
    other businesses such as insurance companies or preferred
    provider organization networks will not themselves introduce
    competing programs; and
    our competitors will not develop more effective marketing
    campaigns that more effectively utilize direct mail and
    television advertising.    Business
    Objectives and Plans
    Continue to Develop a Broad Spectrum of Unique Healthcare
    Service Programs for Multiple Markets.
  Continue to Develop a Recurring Revenue Base.
   16




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Leverage and Develop Multiple Network Partners.
  Provide High Quality Service for Our Sales Representatives
    and Insurance Agents.
  Continue to Develop and Enhance Our Technology.
  Increase Tele-Sales Operations.
  Develop Private-Label Product Offerings.
  Distribution of Our Products in Multiple
    Languages.
  Continue to Expand Our Third-Party Administrator
    Services.
  Governmental
    Regulation
    Possible Insurance Company Regulation of our Consumer Plan
    Division.
    State Discount Medical Program Regulation.
 17




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and/or state-by-state
    
    non-compliance may cause us to become the subject of a variety
    of enforcement or private actions;
    compliance with changes in applicable regulations could
    materially increase the associated operating costs;
    non-compliance with any rules and regulations enforced by a
    federal or state consumer protection authority may subject us or
    our management personnel to fines or various forms of civil or
    criminal prosecution; and
    non-compliance or alleged non-compliance may result in negative
    publicity potentially damaging our reputation, network
    relationships, client relationships and the relationship with
    program members, independent marketing representatives and
    consumers in general.  Insurance
    Regulations.
    
    Similar to the insurance companies providing products and
    services offered by us, we are unable to accurately predict
    additional government regulations that may be enacted in the
    future affecting the insurance industry and the offered products
    and service or how existing or future regulations might be
    interpreted.
    Additional governmental regulation or future interpretation of
    existing regulations may increase the cost of compliance or
    materially affect the insurance products and services offered by
    us through independent insurance agencies and their agents and
    our operations, products or profitability.
    We must rely on the insurance companies that provide the
    insurance products and financial services offered by Insurance
    Marketing to carefully monitor state and federal legislative and
    regulatory activity as it affects their insurance products and
    services. We believe that the insurance products and financial
    services that we offer comply in all material respects with all
    applicable federal and state regulations.
    We work closely with independent associations that provide
    discounts and other benefits to groups of consumers. Among the
    benefits afforded to the members of such associations are
    varying forms of insurance. Our ability to offer insurance
    products that we are authorized to distribute to these 18




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associations for inclusion in their benefit packages may be
    affected by governmental regulation or future interpretation of
    existing regulations that may increase the cost of regulatory
    compliance or affect the nature and scope of products that we
    may make available to such associations.  Product Claims and Advertising.
    
    the Federal Trade Commission will not question our advertising
    or other operations in the future,
    a state will not interpret product claims presumptively valid
    under federal law as illegal under that states
    regulations, or
    future Federal Trade Commission regulations or decisions will
    not restrict the permissible scope of such claims.    Network Marketing Organization.
     19




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Healthcare Regulation and Reform.
          E-Commerce
    Regulation.
 20




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Legislative Developments.
    Employees
    Number ofDepartment

EmployeesCustomer Services and Claims Administration


71Sales and Marketing


20Executive and Administration


13Finance and Accounting


13Information Services


7     ITEM 1A.
    RISK
    FACTORS  Our Risk
    Factors
    
    adversely affect the market price of our common stock,
    adversely affect our future operations,
    adversely affect our business,
    adversely affect our financial condition,
    adversely affect our results of operations,
    require significant reduction or discontinuance of our
    operations,
    require us to seek a merger partner, or
    require us to sell additional stock on terms that are highly
    dilutive to our shareholders. 21




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THIS
    REPORT CONTAINS CAUTIONARY STATEMENTS RELATING TO
    FORWARD-LOOKING INFORMATION.
    
    discuss our future expectations,
    contain projections of our future operating results or of our
    future financial condition, or
    state other forward-looking information.    DURING
    THE YEARS OF 2007, 2006 AND 2005 WE INCURRED LOSSES FROM
    OPERATIONS AND THESE LOSSES MAY CONTINUE.
    WE MAY
    BE UNABLE TO OBTAIN ADDITIONAL CAPITAL ON A TIMELY BASIS OR ON
    ACCEPTABLE TERMS TO FUND OUR WORKING CAPITAL
    REQUIREMENTS.
     22




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OUR
    SUBSIDIARY, FORESIGHT, DERIVES A LARGE PERCENTAGE OF ITS INCOME
    FROM A FEW KEY CLIENTS AND THE LOSS OF ANY OF THOSE CLIENTS
    COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF
    OPERATIONS AND FINANCIAL CONDITION.
    WE
    HAVE IDENTIFIED MATERIAL WEAKNESSES IN OUR INTERNAL CONTROLS,
    THAT COULD AFFECT OUR ABILITY TO ENSURE TIMELY AND RELIABLE
    FINANCIAL REPORTS.
    WE
    RELY ON OUR INSURANCE CARRIER PARTNERS TO ACCURATELY AND
    REGULARLY PREPARE COMMISSION REPORTS, AND IF THESE REPORTS ARE
    INACCURATE OR NOT SENT TO US IN A TIMELY MANNER, OUR RESULTS OF
    OPERATIONS COULD SUFFER.
   23




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OUR
    REVENUES IN THE CONSUMER PLAN DIVISION ARE LARGELY
    DEPENDENT ON THE INDEPENDENT MARKETING REPRESENTATIVES, WHOSE
    REDUCED SALES EFFORTS OR TERMINATION MAY RESULT IN SIGNIFICANT
    LOSS OF REVENUES.
  tm
    A
    LARGE PART OF OUR CONSUMER PLAN DIVISION REVENUES ARE
    DEPENDENT ON KEY RELATIONSHIPS WITH A FEW PRIVATE LABEL
    RESELLERS AND WE MAY BECOME MORE DEPENDENT ON SALES BY A FEW
    PRIVATE LABEL RESELLERS.
   24




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DEVELOPMENT
    AND MAINTENANCE OF RELATIONSHIPS WITH PREFERRED PROVIDER
    ORGANIZATIONS ARE CRITICAL AND THE LOSS OF SUCH RELATIONSHIPS
    COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
    BUSINESS.
    WE
    CURRENTLY RELY HEAVILY ON TWO KEY PREFERRED PROVIDER
    ORGANIZATIONS AND THE LOSS OF OR A CHANGE IN OUR RELATIONSHIPS
    WITH THESE PROVIDERS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
    BUSINESS.
  tm
  WE
    FACE COMPETITION FOR MARKETING REPRESENTATIVES AS WELL AS
    COMPETITIVE OFFERINGS OF HEALTHCARE PRODUCTS AND
    SERVICES.
       25




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GOVERNMENT
    REGULATION AND RELATED PRIVATE PARTY LITIGATION MAY
    ADVERSELY AFFECT OUR FINANCIAL POSITION AND LIMIT OUR
    OPERATIONS.
          OUR
    FAILURE TO PROTECT OUR MEMBERS AND CUSTOMERS DATA
    COULD ADVERSLY AFFECT OUR FINANCIAL POSITION AND OPERATIONS BY
    DAMAGING OUR REPUTATION, HARMING OUR BUSINESS AND CAUSING US TO
    EXPEND CAPITAL AND OTHER RESOURCES TO PROTECT AGAINST FUTURE
    SECURITY BREACHES.
   26




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and/or
  THE
    FAILURE OF OUR NETWORK MARKETING ORGANIZATION TO COMPLY WITH
    FEDERAL AND STATE REGULATION COULD RESULT IN ENFORCEMENT
    ACTION AND IMPOSITION OF PENALTIES, MODIFICATION OF OUR NETWORK
    MARKETING SYSTEM, AND NEGATIVE PUBLICITY.
      
    the evolving interpretations of existing laws and
    regulations, and
    the enactment of new laws and regulations pertaining in general
    to network marketing organizations and product and service
    distribution.    
    result in enforcement action and imposition of penalty,
    require modification of the marketing representative network
    system,
    result in negative publicity, or
    have a negative effect on distributor morale and loyalty.    THE
    LEGALITY OF OUR NETWORK MARKETING ORGANIZATION IS SUBJECT TO
    CHALLENGE BY OUR MARKETING REPRESENTATIVES, WHICH COULD RESULT
    IN SIGNIFICANT DEFENSE COSTS, SETTLEMENT PAYMENTS OR JUDGMENTS,
    AND COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF
    OPERATIONS AND FINANCIAL CONDITION.
   27




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THE
    ADVERTISING AND PROMOTIONAL ACTIVITIES OF OUR INDEPENDENT
    MARKETING REPRESENTATIVES AND PRIVATE-LABEL CUSTOMERS ARE
    SUBJECT TO AND MAY VIOLATE FEDERAL AND STATE
    REGULATION CAUSING US TO BE SUBJECT TO THE IMPOSITION OF
    CIVIL PENALTIES, FINES, INJUNCTIONS AND LOSS OF STATE
    LICENSES.
  tm
  WE MAY
    HAVE EXPOSURE AND LIABILITY RELATING TO NON-COMPLIANCE WITH THE
    HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 AND
    THE COST OF COMPLIANCE COULD BE MATERIAL.
    DISRUPTIONS
    IN OUR OPERATIONS DUE TO OUR RELIANCE ON OUR MANAGEMENT
    INFORMATION SYSTEM MAY OCCUR AND COULD ADVERSELY AFFECT OUR
    CLIENT RELATIONSHIPS.
   28




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WE
    HAVE MANY COMPETITORS AND MAY NOT BE ABLE TO COMPETE EFFECTIVELY
    WHICH MAY LEAD TO A LACK OF REVENUES AND DISCONTINUANCE OF OUR
    OPERATIONS.
      
    we will be able to compete successfully;  
    our competitors will not develop programs that render our
    programs less marketable or even obsolete; or  
    we will be able to successfully enhance our programs when
    necessary.  THE
    RECORDED GOODWILL ASSOCIATED WITH OUR ACQUISITIONS OF CAPELLA,
    ICM AND PME MAY BECOME IMPAIRED AND REQUIRE A SUBSTANTIAL
    WRITE-DOWN AND THE RECOGNITION OF AN IMPAIRMENT
    EXPENSE.
    WE MAY
    FIND IT DIFFICULT TO INTEGRATE ICMS AND PMES
    BUSINESSES AND OPERATIONS WITH OUR BUSINESS AND
    OPERATIONS.
    WE ARE
    DEPENDENT ON THIRD-PARTY SERVICE PROVIDERS AND THE FAILURE OF
    SUCH SERVICE PROVIDERS TO ADEQUATELY PROVIDE SERVICES TO US
    COULD AFFECT OUR FINANCIAL RESULTS BECAUSE SUCH FAILURE COULD
    AFFECT OUR RELATIONSHIP WITH OUR CUSTOMERS.
   29




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THE
    AVAILABILITY OF OUR INSURANCE PRODUCTS AND FINANCIAL SERVICES
    ARE DEPENDENT ON OUR STRATEGIC RELATIONSHIPS WITH VARIOUS
    INSURANCE COMPANIES AND THE UNAVAILABILITY OF THOSE PRODUCTS AND
    SERVICES FOR ANY REASON MAY RESULT IN SIGNIFICANT LOSS OF
    REVENUES.
      WE ARE
    DEPENDENT UPON INDEPENDENT INSURANCE AGENCIES AND THEIR AGENTS
    TO OFFER AND SELL OUR INSURANCE PRODUCTS AND FINANCIAL
    SERVICES.
     30




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WE
    FACE INTENSE COMPETITION IN THE MARKETPLACE FOR OUR PRODUCTS AND
    SERVICES AS WELL AS COMPETITION FOR INSURANCE AGENCIES AND THEIR
    AGENTS FOR THE MARKETING OF THE PRODUCTS AND SERVICES
    OFFERED.
        ON
    AUGUST 19, 2007, PETER W. NAUERT, OUR CHIEF EXECUTIVE OFFICER,
    ON WHOM WE WERE HIGHLY DEPENDENT, PASSED AWAY AND THE
    CONSEQUENCES OF THE LOSS OF HIS SERVICES ARE CURRENTLY
    INDETERMINABLE.
   31




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES            Less than





More thanDollars in Thousands

Total

1 Year

1-2 Years

3-5 Years

5 YearsTotal operating leases on real property

$
2,226


$
647


$
1,201


$
378


$
   ITEM 3.
    LEGAL
    PROCEEDINGS    Zermeno v Precis, Inc.
  tm
     32




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State of Texas v The Capella Group, Inc. et al. tm tm
  Investigation of Access HealthSource,
    Inc.(Foresight) and National Center for Employment
    of the Disabled, Inc.
    States General Life Insurance Company. The State of Texas v. States General
    Life Insurance Company No. GV-500484, No. GV-500484 No. D-1-GN-06-4697. successor-in-interest
 33




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

For

Against

Abstained

TotalRatification of Hein & Associates, LLP


15,139,443



190,708



24,866



15,355,017   PART II ITEM 5.
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED
    STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES      Closing SalePriceCommon StockQuarter Ended

High


LowMarch 31, 2006

$
1.67


$
1.25June 30, 2006

$
1.69


$
1.12September 30, 2006

$
2.46


$
1.58December 31, 2006

$
2.01


$
1.34March 30, 2007

$
2.35


$
2.30June 29, 2007

$
1.90


$
1.73September 28, 2007

$
1.48


$
1.02December 31, 2007

$
1.44


$
0.85       
    variations in quarterly operating results,
    changes in earnings estimates by analysts,
    adverse earnings or other financial announcements of our
    customers or clients, 34




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
    announcements and introductions of product or service
    innovations or new contracts by us or our competitors, and
    general stock market conditions.      
    the over-the-counter securities are subject to substantial and
    sudden price increases and decreases;
    at times the price (bid and ask) information for the securities
    may not be available;
    if there are only one or two market makers, there is a risk that
    the dealers or group of dealers may control the market in our
    common stock and set prices that are not based on competitive
    forces; and
    the actual sale price ultimately obtained for a block of stock
    may be substantially below the quoted bid price.    Dividend
    Policy
    Securities
    Authorized For Issuance Under Equity Compensation
    Plans.
    Options and Warrants


Number of SecuritiesNumber of





Remaining AvailableShares


Weighted Average


for Future IssuanceUnderlying


Exercise Price of


Under EquityPlan Category

Unexercised


Outstanding


Compensation Plans(1)Equity compensation plans approved by our stockholders:2002 Non employee stock option plan


575,000


$
2.03



904,5002002 IMR stock option plan










1999 stock option plan


742,000



1.89



603,2941,317,500



1.95



1,507,974     (1)
    
    The number of shares of our common stock remaining available for
    issuance under equity compensation plans is after excluding the
    number of securities issuable upon exercise of outstanding
    options and warrants. 35




---



##### Table of Contents



Unregistered
    Securities Sold During Preceding Three Years
  Insurance
    Capital Management USA Inc.
    ITEM 6.
    SELECTED
    FINANCIAL DATA    Dollars in Thousands

2007 (1)


2006


2005


2004 (2)


2003Commissions and service revenues

$
39,922


$
21,974


$
30,028


$
37,413


$
40,224Interest income on advances


551















Interest income-other


201



406



232



27



Total revenues (3)


40,674



22,380



30,260



37,440



40,224Operating expenses: (3)Commissions


18,027



3,686



6,015



10,731



14,599Cost of operations


10,428



10,173



13,138



14,492



10,509Sales and marketing


4,268



1,776



1,471



627



613General and administrative


8,260



6,345



8,272



9,408



5,508Depreciation and amortization


1,135



774



1,498



2,311



2,040Interest expense


233



50



72



84



153Impairment charge for goodwill


12,069



6,440



12,900



2,000



Total operating expenses


54,420



29,244



43,366



39,653



33,422Net (loss) income before taxes


(13,746
)


(6,864
)


(13,106
)


(2,213
)


6,802Provision for income taxes (benefit) expense


(591
)


(50
)


123



(556
)


2,524(Loss) income from continuing operations


(13,155
)


(6,814
)


(13,229
)


(1,657
)


4,278Gain on sale of operations, net of taxes










300







Loss from discontinued operations, net of taxes






(910
)


(442
)


(299
)


(189
)Net (loss) earnings

$
(13,155
)

$
(7,724
)

$
(13,371
)

$
(1,956
)

$
4,089(Loss) earnings per share:BasicContinuing operations

$
(0.69
)

$
(0.51
)

$
(1.06
)

$
(0.14
)

$
0.36Discontinued operations

$
(0.00
)

$
(0.07
)

$
(0.01
)

$
(0.03
)

$
(0.02
)Diluted(4)Continuing operations

$
(0.69
)

$
(0.51
)

$
(1.06
)

$
(0.14
)

$
0.36Discontinued operations

$
(0.00
)

$
(0.07
)

$
(0.01
)

$
(0.03
)

$
(0.02
)Weighted average shares outstandingBasic


18,983,843



13,486,562



12,432,591



11,921,946



11,848,789Diluted


18,983,843



13,486,562



12,432,591



11,921,946



11,924,214  36




---



##### Table of Contents



Dollars in Thousands

2007


2006


2005


2004


2003Cash Flows Data:Net cash provided by operating activities

$
1,435


$
725


$
514


$
1,759


$
7,819Net cash used in investing activities


(617
)


(3,263
)


(1,822
)


(2,595
)


(945
)Net cash used in financing activities


(1,339
)


(241
)


(964
)


(1,969
)


(1,398
)   December 31,Dollars in Thousands

2007


2006Balance Sheet Data:Cash and cash equivalents

$
2,711


$
3,232Unrestricted short-term investments






200Restricted short-term investments


1,231



1,420Current assets


10,614



6,800Working capital


1,076



3,996Total assets


20,818



16,244Current liabilities


9,538



2,804Total liabilities


9,561



2,852Stockholders equity


11,257



13,392     (1)
    
    Operating results for the Insurance Marketing Division are
    included only from February 2007 forward, after the completion
    on January 30, 2007 of the acquisition of Insurance Capital
    Management USA, Inc. (ICM). ICMs assets and
    liabilities acquired were initially valued, in the aggregate net
    amount of $10,540,000, based upon the market value of the common
    stock issued as consideration in the acquisition. Of those
    amounts we allocated $10,087,000 to goodwill and $3,700,000 to
    other intangible assets. Operating results for the Consumer Plan
    Division include the operating results of Protective Marketing
    Enterprises, Inc. (PME) from the date of its
    acquisition on October 1, 2007. PME was acquired, and
    became one of our wholly-owned subsidiaries, for a cash
    consideration of $1,098,000.(2)
    
    We acquired Foresight in 2004 for a purchase price of
    $8,244,000. The total includes cash payments of $4,232,000 and
    distribution of 2,145,483 shares with a value of $3,632,000
    paid to the seller and acquisition costs of $380,000.(3)
    
    Certain reclassifications have been made to prior period
    financial information to conform to the current presentation of
    the financial information.(4)
    
    For the years ended December 31, 2007, 2006 and 2005 and
    outstanding stock options of 31,369, 43,575, 25,375 shares,
    respectively, were not included in the calculation of fully
    diluted earnings per share because the inclusion would have been
    anti-dilutive.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
     37




---



##### Table of Contents



Consumer Plan Division.
      Insurance Marketing
    Division.
  Revenue.
  Policyholder Acquisition.
  
    continue to recruit new agents and retain the current agents
    selling our products and services and also continue to provide
    increasingly valuable services to insurance agents and their
    agencies;
    continue to use technology and innovative marketing and
    agent-support programs to attract new agents to sell products
    that are available to us;
    continue to develop products for consumers to provide healthcare
    savings
    and/or
    insurance protection to families and individuals; 38




---



##### Table of Contents




    enhance the product portfolio we distribute by adding new
    products developed on our current product platform;
    expand into new states where we are not currently marketing to
    any significant degree; and
    expand the number of insurance carriers we represent.  Regional Healthcare Division.
  Financial Services
    (Discontinued).
  Rental Purchase And Club Membership Programs
    (Discontinued).
  Critical
    Accounting Policies
  Basis of Presentation.
  Restatement.
 39




---



##### Table of Contents



Year Ended December 31, 2007Previously


Restated


Effect ofDollars in Thousands

Reported


Amount


ChangeNet cash provided by (used in):Operating activities

$
1,823


$
1,435



(388
)Investing activities


(1,442
)


(617
)


825Financing activities


(902
)


(1,339
)


(437
)Net decrease in cash and cash equivalents


(521
)


(521
)


Cash and cash equivalents, beginning of year


3,232



3,232



Cash and cash equivalents, end of year

$
2,711


$
2,711


$
   Use of Estimates.
  Fair Value of Financial Instruments.
  Recently Issued Accounting Standards. Business Combinations
  Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115
 40




---



##### Table of Contents



Considering the Effects of Prior Year
    Misstatements when Quantifying Current Year Misstatements
  Revenue Recognition.
  Consumer Plan Division Revenues.
    Insurance Marketing Division Revenues.
   41




---



##### Table of Contents



Regional Healthcare Division (Foresight)
    Revenues.
  Commission Expense.
  Consumer Plan.
  Insurance Marketing.
 42




---



##### Table of Contents



Acquisition Costs.
  Advanced Agent Commissions.
  Accounts Receivable.
  Acquisitions.
   43




---



##### Table of Contents



Goodwill &


Customer


AgentDollars in Thousands

Trademark


Contracts


Relationships


TotalIntangible assets, balance as of January 1, 2005

$
21,381


$
1,400


$



$
22,781Goodwill acquired in Foresight acquisition


4,591











4,591Amortization of intangibles






(140
)






(140
)Goodwill impairment charge


(12,900
)










(12,900
)Intangible assets, balance as of December 31, 2005


13,072



1,260







14,332Goodwill impairment charge


(6,440
)










(6,440
)Tax impact on goodwill impairment charge


(426
)










(426
)Reclassification of customer contract


1,260



(1,260
)






Acquisition of trademark


5











5Intangible assets, balance as of December 31, 2006


7,471











7,471Allocation of ICM goodwill


10,087











10,087Allocation of ICM contracts and relationships assets






1,800



1,900



3,700Allocation of PME contracts and relationships assets






482



591



1,073Amortization of intangibles






(578
)


(235
)


(813
)Goodwill impairment charges


(12,069
)










(12,069
)Intangible assets, balance as of December 31, 2007

$
5,489


$
1,704


$
2,256


$
9,449       Dollars in Thousands

Capella


Foresight


ICM


TotalGoodwill originally recorded

$
19,077


$
7,764


$
10,089


$
36,930Other goodwill adjustments






(32
)






(32
)2005 impairment charges


(12,900
)










(12,900
)2006 impairment charges


(2,800
)


(3,640
)






(6,440
)2007 impairment charges


(3,377
)


(4,092
)


(4,600
)


(12,069
)Net goodwill balance at December 31, 2007

$



$



$
5,489


$
5,489    44




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##### Table of Contents



Stock Option Expense and Option-Pricing Model. Accounting
    for Stock-Based Compensation Share-Based
    Payment
  Income Taxes.
  Accounting for Uncertainty in
    Income Taxes Accounting for Income Taxes
  Fixed Assets.
 45




---



##### Table of Contents



Reclassifications.
  Summary
    Results of Operations
     46




---



##### Table of Contents



Consumer Plan Division.
  Dollars in Thousands

For the Twelve Months Ended December 31,Dollar

Percent



Dollar

Percent2007

Change

Change

2006

Change

Change

2005Service revenues

$
13,700

$
(783)


(5.4%)

$
14,483

$
(6,677)


(31.6%)

$
21,160Interest income-other


104


(186)


(64.1%)


290


208


253.7%


82Total revenues


13,804


(969)


(6.6%)


14,773


(6,469)


(30.5%)


21,242Operating expenses:Commissions


3,606


(52)


(1.4%)


3,658


(2,190)


(37.4%)


5,848Cost of operations


5,677


437


8.3%


5,240


(2,595)


(33.1%)


7,835Sales and marketing


846


(271)


(24.3%)


1,117


489


77.9%


628General and administrative


3,432


(639)


(15.7%)


4,071


(806)


(16.5%)


4,877Depreciation and amortization


236


(415)


(63.7%)


651


(789)


(54.8%)


1,440Interest expense


26


(24)


(48.0%)


50


3


6.4%


47Goodwill impairment


3,377


577


20.6%


2,800


(10,100)


(78.3%)


12,900Total expenses


17,200


(387)


(2.2%)


17,587


(15,988)


(47.6%)


33,575Loss before taxes

$
(3,396)

$
(582)


20.7%

$
(2,814)

$
9,519


(77.2%)

$
(12,333)Percent of revenue:Total revenues


100.0%








100.0%








100.0%Operating expenses:Commissions


26.1%








24.8%








27.5%Cost of operations


41.1%








35.5%








36.9%Sales and marketing


6.1%








7.6%








3.0%General and administrative


24.9%








27.6%








23.0%Depreciation and amortization


1.7%








4.4%








6.8%Interest expense


0.2%








0.3%








0.2%Goodwill impairment


24.5%








19.0%








60.7%Total expenses


124.6%








119.2%








158.1%Earnings (loss) before taxes


(24.6%)








(19.2%)








(58.1%)  47




---



##### Table of Contents



Capella-Selected
    Metrics
  Dollars in Thousands (except monthly averages)

2007

2006

20054th Qtr

3rd Qtr

2nd Qtr

1st Qtr

Year

Year

YearMembers newly enrolled


4,811


6,771


7,483


6,461


25,526Members at end of period


25,680


27,902


28,965


30,649


25,680


31,826


37,952Percent Change


(8.0%)


(3.7%)


(5.5%)


19.3%


(19.3%)


(16.1%)


(8.9%)Service revenues

$
2,940

$
3,119

$
3,221

$
3,104

$
12,384

$
14,483

$
21,160Commissions paid

$
721

$
810

$
822

$
702

$
3,055

$
3,658

$
5,848Sales and Marketing

$
147

$
216

$
276

$
205

$
844

$
1,117

$
628Average monthly revenue per member, net of commissions, sales
    and marketing costs

$
25.78

$
24.54

$
23.74

$
26.00

$
24.59

$
23.19

$
27.24   PME-Selected
    Metrics
  Dollars in Thousands (except monthly averages)

20074th QtrRetail member count


14,057Wholesale member count


49,019Total PME member count


63,076Revenues  Retail

$
1,175Revenues  Wholesale

$
141Average monthly revenue per Retail member

$
27.86Average monthly revenue per Wholesale member

$
0.96      48




---



##### Table of Contents



49




---



##### Table of Contents



Insurance Marketing Division.
  Eleven monthsended DecemberDollars in Thousands

31, 2007Service revenues

$
19,583Interest income on advances


551Interest income-other


Total revenues


20,134Operating expenses:Commissions


14,412Cost of operations


512Sales and marketing


2,936General and administrative


1,048Depreciation and amortization


789Interest expense


208Goodwill impairment


4,600Total expenses


24,505Earnings (loss) before taxes

$
(4,371)Percent of revenue:Total revenues


100.0%Operating expenses:Commissions


71.6%Cost of operations


2.5%Sales and marketing


14.6%General and administrative


5.2%Depreciation and amortization


3.9%Interest expense


1.0%Goodwill impairment


22.8%Total expenses


121.7%Earnings (loss) before taxes


(21.7%)  50




---



##### Table of Contents



Insurance
    Marketing-Summary of Selected Metrics
  Dollars in Thousands

20074th Qtr

3rd Qtr

2nd Qtr

1st Qtr (1)

Year (2)Major Medical  Submitted annualized premiums

$
17,094

$
15,993

$
14,143

$
16,923

$
64,153Major Medical  Issued annualized premiums

$
13,120

$
12,269

$
10,314

$
10,524

$
46,227Medicare  Issued Annualized premiums

$
1,215

$
914

$
666

$
1,127

$
3,922New issued policies  Major Medical and Medicare


4,443


4,506


3,625


4,754


17,328Policies in-force at end of period:Major Medical  AHCP


16,449


15,317


14,353


13,665


16,449Medicare Supplement  ACP


12,873


13,305


13,549


14,107


12,873Total Insurance Marketing Policies in-force (1)


29,322


28,622


27,902


27,772


29,322Percent change


2.4%


2.6%


0.5%


n/a


n/aCommission revenues

$
5,456

$
5,520

$
5,275

$
3,332

$
19,583Commission expense

$
4,113

$
4,091

$
3,697

$
2,511

$
14,412Sales & Marketing

$
648

$
751

$
914

$
623

$
2,936Revenue, net of commission expense

$
1,343

$
1,429

$
1,578

$
821

$
5,171Average monthly revenue per policy, net of commission expense

$
14.21

$
15.52

$
17.53

$
13.68   (1)
    
    2 months activity(2)
    
    11 months ended December 31, 2007, except for premiums
    and policies issued       51




---



##### Table of Contents



52




---



##### Table of Contents



Regional Healthcare Division.
  Dollars in Thousands

For the Twelve Months Ended December 31,Dollar

Percent



Dollar

Percent2007

Change

Change

2006

Change

Change

2005Service revenues

$
6,603

$
(806)


(10.9%)

$
7,409


(1,128)


(13.2%)

$
8,537Interest income-other


97


(18)


(15.7%)


115


(21)


(15.4%)


136Total revenues


6,700


(824)


(11.0%)


7,524


(1,149)


(13.2%)


8,673Operating expenses:Cost of operations


4,213


(720)


(14.6%)


4,933


(337)


(6.4%)


5,270Sales and marketing


485


(174)


(26.4%)


659


(103)


(13.5%)


762General and administrative


1,372


964


236.3%


408


(294)


(41.9%)


702Depreciation and amortization


103


(2)


(1.9%)


105


47


81.0%


58Interest expense














(26)


(100.0%)


26Goodwill impairment


4,092


452


12.4%


3,640


3,640





Total expenses


10,265


520


5.3%


9,745


2,927


42.9%


6,818Earnings (loss) before taxes

$
(3,565)

$
(1,344)


60.5%

$
(2,221)

$
(4,076)


(219.7%)

$
1,855Percent of revenue:Total revenues


100.0%








100.0%








100.0%Operating expenses:Cost of operations


62.9%








65.6%








60.8%Sales and marketing


7.2%








8.8%








8.8%General and administrative


20.5%








5.4%








8.1%Depreciation and amortization


1.5%








1.4%








0.7%Interest expense


0.0%








0.0%








0.3%Goodwill impairment


61.1%








48.4%








0.0%Total ex penses


153.2%








129.6%








78.7%Earnings (loss) before taxes


(53.2%)








(29.6%)








21.3%   Regional
    Healthcare-Summary of Selected Metrics
  Dollars in Thousands

2007

2006

20054th Qtr

3rd Qtr

2nd Qtr

1st Qtr

Year

Year

YearCovered employees


25,612


28,215


29,666


31,005


25,612


31,277


30,295Percent Change


(9.2%)


(4.9%)


(4.3%)


(1.1%)


(18.1%)


3.2%Service revenues

$
1,593

$
1,594

$
1,680

$
1,736

$
6,603

$
7,409

$
8,537Average monthly revenue per member

$
19.73

$
18.36

$
18.46

$
18.66

$
21.48

$
20.06  53




---



##### Table of Contents



Service Revenues.
    Corporate and Other.
  Dollars in Thousands

For the Twelve Months Ended December 31,Dollar

Percent



Dollar

Percent2007

Change

Change

2006

Change

Change

2005Service revenues

$
36

$
(46)


(56.1%)

$
82


(249)


(75.2%)

$
331Operating expenses:Commissions


9


(20)


(69.0%)


29


(138)


(82.6%)


167Cost of operations


26


26


(100.0%)





(33)


(100.0%)


33Sales and marketing














(81)


(100.0%)


81General and administrative


2,408


543


29.1%


1,865


(827)


(30.7%)


2,692Depreciation and amortization


7


(10)


(58.8%)


17


17


100.0%


Goodwill impairment




















Total expenses


2,450


539


28.2%


1,911


(1,062)


(35.7%)


2,973Earnings (loss) before taxes

$
(2,414)

$
(585)


32.0%

$
(1,829)

$
813


(30.8%)

$
(2,642)     General and Administrative Expenses.
 54




---



##### Table of Contents



Discontinued Operations.
  Dollars in Thousands

For the Twelve Months Ended December 31,Dollar


Percent2006


Change


Change


2005Service revenues

$
125


$
(1,055
)


(89.4
%)

$
1,180Operating expenses:Cost of operations


94



(906
)


(90.6
%)


1,000Sales and marketing


343



(125
)


(26.7
%)


468General and administrative


598



370



100.0
%


228Total operating expenses


1,035



(661
)


(39.0
%)


1,696Operating income

$
(910
)

$
(394
)


76.4
%

$
(516
)     Financial Services  Care 125.
  Vergance.
  Member Services.
  Income
    Tax Provision
  Accounting for Income Taxes
 55




---



##### Table of Contents



Liquidity
    and Capital Resources
  Operating Activities.
  Investing Activities.
  Financing Activities.
       56




---



##### Table of Contents



Contractual
    Obligations
  Operating Leases. Accounting for Leases.
  Capital Leases.
  Less than








More thanDollars in Thousands

Total


1 Year


1-3 Years


3-5 Years


5 YearsOperating leases

$
2,226


$
647


$
1,201


$
378


$
Capital leases


48



48











Total

$
2,274


$
695


$
1,201


$
378


$
   ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Quarterly
    Results of Operations and Seasonality
    page F-2.
  Dollars in Thousands

2007 Quarter Ended (Unaudited) (1)December 31


September 30


June 30


March 31Commissions and service revenues

$
11,310


$
10,238


$
10,185


$
8,189Interest income on agent advances


184



155



128



84Interest income


26



46



77



52Total revenue


11,520



10,439



10,390



8,325Total operating expenses(2)


11,319



18,660



15,820



8,621Earnings (loss) before income taxes


201



(8,221
)


(5,430
)


(296
)Provision (benefit) for income taxes


(184
)


(458
)


22



29Earnings (loss) from continuing operations


385



(7,763
)


(5,452
)


(325
)Earnings from discontinued operations, net of tax











Net earnings (loss)

$
385



(7,763
)


(5,452
)


(325
)Earnings (loss) per share:BasicEarnings (loss) from continuing operations

$
0.02


$
(0.38
)

$
(0.29
)

$
(0.02
)(Loss) earnings from discontinued operations, net of tax

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Diluted(3)Earnings (loss) from continuing operations

$
0.02


$
(0.38
)

$
(0.29
)

$
(0.02
)(Loss) earnings from discontinued operations, net of tax

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)  57




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##### Table of Contents



Dollars in Thousands

2006 Quarter Ended (Unaudited) (1)December 31


September 30


June 30


March 31Commissions and service revenues

$
4,932


$
5,299


$
5,650


$
6,093Interest income on agent advances














Interest income


102



118



102



84Total revenue

$
5,034


$
5,417


$
5,752


$
6,177Total operating expenses (2)


11,933



5,608



5,804



5,899Earnings (loss) before income taxes


(6,899
)


(191
)


(52
)


278Provision (benefit) for income taxes


435



(20
)


(461
)


(4
)Earnings (loss) from continuing operations


(7,334
)


(171
)


409



282(Loss) earnings from discontinued operations, net of tax


13



(14
)


(588
)


(321
)Net earnings (loss)

$
(7,321
)

$
(185
)

$
(179
)

$
(39
)Earnings (loss) per share:BasicEarnings (loss) from continuing operations

$
(0.54
)

$
(0.01
)

$
0.03


$
0.02(Loss) earnings from discontinued operations, net of tax

$
0.00


$
0.00


$
(0.04
)

$
(0.02
)Diluted(3)Earnings (loss) from continuing operations

$
(0.54
)

$
(0.01
)

$
0.03


$
0.02(Loss) earnings from discontinued operations, net of tax

$
0.00


$
0.00


$
(0.04
)

$
(0.02
)     (1)
    
    Certain reclassifications have been made to prior quarterly
    financial information to conform to the current presentation of
    the quarterly financial information.(2)
    
    In the third quarter of 2007, a $7,977,000 goodwill impairment
    charge was recorded. In the second quarter of 2007, a $4,092,000
    goodwill impairment charge was recorded. In the fourth quarter
    of 2006, a $6,440,000 goodwill impairment charge including tax
    considerations of $426,000 was recorded. In 2005, a $9,900,000
    goodwill impairment charge was recorded in the second quarter
    and an additional $3,000,000 goodwill impairment charge was
    recorded in the fourth quarter.(3)
    
    For the years ended December 31, 2007 and 2006, outstanding
    stock options of 31,369 and 43,575 shares, respectively,
    were not included in the calculation of fully diluted earnings
    per share because the inclusion would have been anti-dilutive.  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
 58




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##### Table of Contents



Form 10-K/A
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    consolidated financial statements.      Form 10-Qs
 59




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##### Table of Contents



Form 10-Qs.
  Form 10-K/A
    Insurance Marketing Division Commission
    Processing
  Information Technology General Controls
  
    Lack of controls over the transfer of data to and from third
    party service bureaus or administrators, carriers and us,
    Lack of a rigorous software development methodology,
    Lack of documented change control, 60




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##### Table of Contents




    Weak service level management,
    Informal security processes,
    Inconsistent help desk functions,
    Inadequately documented data backups,
    Inadequate infrastructure acquisition and maintenance, and
    Poor operating controls.          ITEM 9B.
    OTHER
    INFORMATION     61




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Our
    Directors and Executive Officers
    Name

Age


PositionIan R. Stuart(4)


51


Interim Chief Executive Officer, Interim President and Chief
    Operating OfficerRobert L. Bintliff


54


Chief Financial Officer and TreasurerMichael K. Owens, Jr.


33


Chief Marketing Officer and President of Americas
    Healthcare/Rx Plan Agency, Inc.Eliseo Ruiz III


42


Vice President, General Counsel and SecretaryNancy L. Zalud


54


Vice President of CommunicationsJ. Scott Treadway


42


Vice President of OperationsMichael Puestow


56


Vice President of Marketing and President of Foresight TPAJ. French Hill(2)(4)


51


Director and Chairman of the Board of DirectorsAndrew A. Boemi(2)(3)


63


DirectorRussell Cleveland(1)(4)


69


DirectorKenneth S. George(2)(3)


59


DirectorKent H. Webb, M.D.(1)(5)


51


DirectorNicholas J. Zaffiris(1)(3)


44


Director     (1)
    
    Member of the Compensation Committee(2)
    
    Member of the Audit Committee.(3)
    
    Member of the Corporate Governance and Nominating Committee.(4)
    
    Member of the Executive Committee.(5)
    
    Medical Director.  Ian R. Stuart
  Robert L. Bintliff 1985-1995), (1995-1999) (1999-2001). (1981-1985). (2001-2004).
 62




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##### Table of Contents



Michael K. Owens, Jr.
  Eliseo Ruiz III
  Nancy L. Zalud
  J. Scott Treadway
  Michael R. Puestow
  J. French Hill
 63




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##### Table of Contents



(2000-2003).
  Andrew A. Boemi
  Russell Cleveland
  Kenneth S. George
  Kent H. Webb, M.D.
  Nicholas J. Zaffiris
 64




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##### Table of Contents



Board
    Committees
            Audit
    Committee Financial Experts
    
    understanding of generally accepted accounting principles and
    financial statements;
    ability to assess the general application of generally accepted
    accounting principles in connection with the accounting for
    estimates, accruals and reserves;
    experience preparing, auditing, analyzing or evaluating
    financial statements that present the breadth and level of
    complexity of accounting issues that are generally comparable to
    the breadth and complexity of issues that can reasonably be
    expected to be raised by our financial statements, or experience
    actively supervising one or more persons engaged in such
    activities;
    understanding of internal controls and procedures for financial
    reporting; and
    understanding of audit committee functions.   65




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##### Table of Contents



and/or
  Compliance
    With Section 16(a) Of The Securities and Exchange Act Of
    1934
      Code of
    Conduct
    www.accessplansusa.com.
    ITEM 11.
    EXECUTIVE
    COMPENSATION  Report
    from the Compensation Committee
   66




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##### Table of Contents



Overview
    of Executive Compensation
             67




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##### Table of Contents



Elements
    of Executive Compensation
    
    base salary,
    performance based incentive compensation (bonuses),
    awards under our equity compensation plans (stock options),
    perquisites and other employee benefits.      Executive Base Salaries.
  
    the performance of the executive;
    our operating performance and results;
    the 2004 study and other market information; and
    internal factors including previously agreed upon contractual
    commitments, the executives compensation relative to other
    officers, and changes in job responsibility.     68




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##### Table of Contents



Incentive Compensation (Bonuses).
  n
    the use of discretion in making awards, the interplay between
    the achievement of corporate goals and individual goals,n
    how compensation or amounts realizable from prior compensation
    are considered in setting other elements of compensation,n
    the adjustment or recovery of awards or payments if the relevant
    company performance measures upon which they were based are
    restated or otherwise adjusted in a manner that would reduce the
    size of an award or payment, orn
    similar matters related to incentive compensation.          Long-Term Equity Compensation Plan Grants.
  
    enhance the link between the creation of stockholder value and
    long-term executive incentive compensation; 69




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##### Table of Contents




    provide an opportunity for increased equity ownership by
    executives; and
    maintain competitive levels of executive compensation.    Other Benefits.
    Chief
    Executive Officer Compensation
    Post-Employment
    Compensation and Contractual Commitments
    
    Our executive officers will be entitled to severance payment
    equal to
    3-months
    base salary, provided that after five years of service the
    severance amount will be equal to
    6-months
    base salary;
    Other employees will be entitled to a minimum severance equal to
    two weeks base salary, with one week of base salary added
    for each year of completed service;
    Special circumstance may warrant an award greater than or less
    than scheduled amount, provided that any deviation for an
    executive officer shall be first approved by the Compensation
    Committee.     70




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##### Table of Contents



Summary
    Compensation
    Option


All OtherName and Principle Position

Year


Salary


Bonus


Awards(1)


Compensation


TotalIan R. Stuart(2), Interim Chief Executive Officer, Interim
    President and Chief Operating Officer


2007


$
179,744


$



$



$
6,461


$
186,2052006



















Robert L. Bintliff(3), Chief Financial Officer and Treasurer


2007



209,212











6,600



215,8122006



187,032



75,000



116,646



7,800



386,478Frank Apodaca(4), Former President and Former President of
    Access HealthSource, Inc.


2007



181,935



50,000







41,727



273,6622006



266,303



59,077



14,220



81,250



420,850Michael K. Owens(5), Chief Marketing Officer and President of
    Americas Healthcare/Rx Plan Agency, Inc.


2007



159,327











30,951



190,278Eliseo Ruiz III, Vice President, General Counsel and Secretary


2007



188,125















188,1252006



177,019



35,000



123,746







335,765Joseph Danko, Controller and Assistant Treasurer


2007



135,412







12,064







147,4762006



113,408



10,000











123,408Peter W. Nauert(6), Former Chief Executive Officer and President


2007



138,462















138,4622006



















     (1)
    
    We use the binomial lattice option-pricing model to estimate the
    option fair values of option awards as described in
    Note 2  Summary of Significant Accounting
    Policies (Stock Based Compensation) of the financial statements
    to arrive at the amounts for Option Awards.(2)
    
    Mr. Stuart was appointed our Chief Operating Officer at the
    time of our merger with ICM on January 30, 2007. He was
    appointed Interim Chief Executive Officer and Interim President
    on August 20, 2007, following the death of our former Chief
    Executive Officer, Peter W. Nauert. For his duties as Interim
    Chief Executive Officer and Interim President, Mr. Stuart
    receives a stipend in the amount of $2000 per month. That
    stipend is reflected as all other compensation.(3)
    
    Mr. Bintliffs other compensation reflects
    a car allowance of $650 per month that was provided to him until
    the expiration of his employment agreement on October 31,
    2007. The stipend was then incorporated into his base salary.(4)
    
    In March 2007, we renegotiated Mr. Apodacas
    employment agreement. As a result of that renegotiation, he was
    issued options to purchase 50,000 shares of our common
    stock for $2.23 per share. The amount for option awards reflects
    the value of those options. Also in connection with the
    renegotiation of his agreement, Mr. Apodaca was awarded a
    vehicle that had been owned by us and provided to him for use.
    The value of that vehicle is included in the other
    compensation amount. Finally, in connection with the
    renegotiation of his employment agreement and as a result of the
    performance of Foresight TPA in 2006, 71




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##### Table of Contents



he was awarded a bonus of $50,000. We terminated
    Mr. Apodacas employment and his employment agreement
    as of September 3, 2007.(5)
    
    Mr. Owens other compensation is variable commission
    compensation based on an increase in
    quarter-to-quarter
    earnings of AHCP. This incentive compensation plan was
    established by ICM prior to our merger with them and has been
    replaced by Mr. Owens 2008 incentive compensation
    plan described above.(6)
    
    Mr. Nauert was our Chief Executive Officer and President
    from our merger with ICM on January 30, 2007 until his
    death on August 19, 2007. His base salary reflects salary
    paid directly by us from March 2, 2007 through
    August 19, 2007. Mr. Nauert received no base salary
    prior to March 2, 2007. Prior to our merger with ICM, ICM
    compensated him through other benefits.  Grants of
    Plan-Based Awards
    Number of StockName

Grant Date


Option Shares


Exercise PriceFrank Apodaca(1)


03/26/07



50,000


$
2.23J. Scott Treadway (2)


10/30/07



120,000


$
1.50     (1)
    
    Mr. Apodacas employment was terminated by us and
    these options have been forfeited.(2)
    
    These options were issued to Mr. Treadway in connection
    with our acquisition of PME, his former employer.  Option
    Exercises in Last Fiscal Year
    Outstanding
    Equity Awards at Fiscal Year-End
    Number of Securities UnderlyingUnexercised Options as of


Option


OptionDecember 31, 2007


Exercise


ExpirationName

Exercisable


Unexercisable


Price


DateRobert L. Bintliff


75,000



25,000



2.00



2/28/200937,500



112,500



1.76



11/2/2011Eliseo Ruiz III


100,000







2.00



3/23/200937,500



112,500



1.76



11/2/2011J. Scott Treadway


120,000







1.50



10/30/2012   Compensation
    of Directors
    
    Each non-employee member received a quarterly payment of $4,000.
    In addition, each non-employee member received $500 per calendar
    quarter for each committee on which he served and an additional
    $500 per quarter for each committee for which he served as
    chairperson.
    We reimbursed our members for travel and out of pocket expenses
    in connection with their attendance at board meetings. 72




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##### Table of Contents




    We may occasionally grant stock options to the board members and
    following are the options granted in 2007. No options were
    granted in 2006.  Director Name

Options GrantedAndrew A. Boemi

25,000Russell Cleveland

25,000Kenneth S. George

25,000J. French Hill

25,000Kent H. Webb, M.D.

37,500Nick J. Zaffiris

50,000187,500       Fees Earned or


OptionName

Paid in Cash


Awards (1)


TotalRussell Cleveland

$
19,000


$
31,085


$
50,085Kenneth S. George


20,500



31,085



51,585J. French Hill


34,250



31,085



65,335Kent H. Webb, M.D.


19,000



46,503



65,503Andrew A. Boemi


19,000



31,085



50,085Nicholas J. Zaffiris


19,000



46,042



65,042     (1)
    
    We used the binomial lattice option-pricing model to estimate
    the option fair values as described in Note 2 
    Summary of Significant Accounting Policies (Stock Based
    Compensation) of the financial statements, to arrive at the
    amounts for Option Awards set forth above.  Equity
    Compensation Plans
  1999 Stock Option Plan.
       73




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##### Table of Contents



12-month 12-month
  2002 Non-Employee Stock Option
    Plan.
      Director
    Liability and Indemnification
    
    for a breach of the directors duty of loyalty to us or our
    stockholders,
    for acts or omissions by a director not in good faith or which
    involve intentional misconduct or a knowing violation of law,
    arising under Section 1053 of the Oklahoma General
    Corporation Act relating to the declaration of dividends and
    purchase or redemption of shares in violation of the Oklahoma
    General Corporation Act, or
    for any transaction from which the director derived an improper
    personal benefit. 74




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##### Table of Contents




    indemnitee served as one of our directors or officers, or served
    as a director, officer, employee or agent of a corporation,
    partnership, joint venture, trust or other enterprise at our
    request or
    indemnitee was involved in any threatened, pending or completed
    action, suit or proceeding by us or in our right to procure a
    judgment in our favor by reason that the indemnitee served as
    one of our directors or officers, or served as a director,
    officer, employee or agent of a corporation, partnership, joint
    venture, trust or other enterprise at our request.      Employment
    Arrangements and Lack of Keyman Insurance
     75




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##### Table of Contents



Name

Title

Base SalaryIan R. Stuart

Interim Chief Executive Officer, Interim President and Chief
    Operating Officer

$
200,000Robert L. Bintliff

Chief Financial Officer and Treasurer

$
215,812Michael K. Owens, Jr.

Chief Marketing Officer and President of Americas
    Healthcare/Rx Plan Agency

$
175,000Michael R. Puestow

Vice President of Marketing and President of Foresight TPA

$
225,000Eliseo Ruiz III

Vice President, General Counsel and Secretary

$
188,125J. Scott Treadway

Vice President of Operations

$
165,000Nancy Zalud

Vice President of Communications

$
130,000   Compensation
    Committee Interlocks And Insider Participation
    Conclusion
    and Report on Executive Compensation
    Regulation S-K Form 10-K/A.
 76




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Beneficial
    Ownership Of Common Stock
  As of March 31, 2008(1)Other


Beneficial OwnershipShares


Stock


Beneficially


TotalOwned of


Option


Owned


SharesRecord


Shares


Shares


Owned


Percent (2)Our Directors:Andrew A. Boemi


78,669



25,000







103,669



.51
%Russell Cleveland(3)






25,000



4,431,605



4,456,605



21.96
%Kenneth S. George


3,000



80,000







83,000



.41
%J. French Hill


5,000



90,000







95,000



.47
%Kent H. Webb


116,219



113,500



7,000



236,719



1.16
%Nicholas J. Zaffiris






65,000







65,000



.32
%Our Executive Officers:Ian R. Stuart(4)


877,056











877,056



4.33
%Robert L. Bintliff(5)


3,000



112,500







115,500



0.57
%Michael K. Owens(6)


142,337











142,337



.70
%Eliseo Ruiz III(7)


3,533



137,500







141,033



.69
%Scott Treadway(8)


7,000



120,000







127,000



.62
%Nancy L. Zalud(9)


69,169











69,169



.34
%Our Executive Officer and Directors as a group of
    13 persons


1,304,983



768,500



4,438,605



6,512,088



32.13
%Other Beneficial Owners:Peter W. Nauert Revocable Trust


5,533,482











5,533,482



27.30
%Ready One Industries


1,961,784











1,961,784



9.68
%US Special Opportunities Trust PLC(3)


801,813











801,813



3.96
%Renaissance Capital Growth & Income Fund III,
    Inc.(3)


890,500











890,500



4.39
%Premier RENN US Emerging Growth Fund Limited(3)


1,177,147











1,177,147



5.81
%Renaissance US Growth Investment Trust PLC(3)


1,562,145,











1,562,145



7.71
%RENN Capital Group, Inc.(3)










4,431,605



4,431,605



21.86
%Rodney D. Baber


1,043,354











1,043,354



5.15
%     (1)
    
    Shares not outstanding but deemed beneficially owned by virtue
    of the right of the named person to acquire the shares within
    60 days of the above-mentioned date are treated as
    outstanding for determining the amount and percentage of common
    stock owned by the person. Shares for which beneficial ownership 77




---



##### Table of Contents



is disclaimed by an individual also are included for purposes of
    determining the amount and percentage of Common Stock owned by
    such individual. Based upon our knowledge, each named person has
    sole voting and sole investment power with respect to the shares
    shown except as noted, subject to community property laws, where
    applicable.(2)
    
    The percentage shown was rounded to the nearest one-tenth of one
    percent, based upon 20,269,145 shares of common stock being
    outstanding on March 31, 2008.(3)
    
    The 4,431,605 Other Beneficially Owned Shares are
    owned by US Special Opportunities Trust PLC
    (801,813 shares), Renaissance Capital Growth &
    Income Fund III, Inc. (890,500 shares), Premier RENN
    US Emerging Growth Fund Limited (1,177,147 shares),
    Renaissance US Growth Investment Trust PLC
    (1,562,145 shares), each of which is an investment fund
    managed by RENN Capital Group, Inc. Mr. Cleveland controls
    RENN Capital Group, Inc. and is deemed, therefore, to be the
    beneficial owner of the common stock shares.(4)
    
    In January 2007, Mr. Stuart became our Chief Operating
    Officer and in August 2007 became the Interim Chief Executive
    Officer and President.(5)
    
    Mr. Bintliff is our Chief Financial Officer. The total
    beneficially owned shares and percentage of outstanding shares
    include 112,500 shares of our common stock issuable upon
    exercise of stock options. Mr. Bintliff holds additional
    options to purchase 137,500 common stock shares that are not
    exercisable and will not be exercisable within 60 days of
    the date of this report.(6)
    
    In January 2007, Mr. Owens became President of our
    Americas Health Care/Rx Plan Agency, Inc. subsidiary that
    was acquired as part of our merger acquisition of ICM.(7)
    
    Mr. Ruiz is our General Counsel. The total beneficially
    owned shares and percentage of outstanding shares include
    137,500 common stock shares that are exercisable or will be
    exercisable within 60 days of the date of this report.
    Mr. Ruiz holds additional options to purchase 112,5000
    common stock shares that are not exercisable and will not be
    exercisable within 60 days of the date of this report.(8)
    
    In October 2007, Mr. Treadway became our Vice President of
    Operations.(9)
    
    In January 2007, Ms. Zalud became our Vice President of
    Marketing and Communications.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE         78




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##### Table of Contents



Estate of Peter W. Nauert and the Peter W. Nauert
    Revocable Trust. 08/07/1978
      Certain Relationships with NCED.
   79




---



##### Table of Contents



Shares Issued as a Result of our Merger with
    ICM.
  Shares Issued on

Shares Issued onShareholder

Relationship

January 30, 2007

May 31, 2007Peter W. Nauert Revocable
    Trust U/A/D 08/07/78, Trustee

Mr. Nauert was our Chief Executive Officer from
    January 30, 2007 until his death on August 19, 2007

3,684,299

1,849,183Ian R. Stuart

Chief Operating Officer and Interim Chief Executive Officer and
    President

583,961

293,095Michael K. Owens

Chief Marketing Officer and President of AHCP Agency

92,107

46,230Carl Fischer*

President of ACP/SCP*

46,054

23,115Nancy L. Zalud

Vice President of Communication

46,054

23,115Andrew A. Boemi

Director

46,054

23,1154,498,529

2,257,853     *
    No longer an officer of the company  Our Relationship with Insurance Producers of America
    Agency, Inc. (IPA).
  Director
    Independence
    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    Audit Fees.
  Audit Related Fees.
  All Other Fees.
 80




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##### Table of Contents



ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K/A
  Index and Consolidated Financial Statements
  Financial Statement Schedules required to be filed
    by Item 8 of this form
      Exhibits
 81




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##### Table of Contents



EXHIBIT INDEX
    ExhibitNo.

Description3.1

Registrants Amended and Restated Certificate of
    Incorporation, incorporated by reference to Exhibit 3.1 of
    Registrants Form 10-K filed with the Commission on April
    2, 2007.3.2

Registrants Amended and Restated Bylaws incorporated by
    reference to Exhibit 3.2 of Registrants Form 10-K filed
    with the Commission on April 2, 2007.4.1

Form of certificate of the common stock of Registrant is
    incorporated by reference to Exhibit 4.1 of Registrants
    Form 10-K filed with the Commission on April 2, 2007.4.2

Precis, Inc. 1999 Stock Option Plan (amended and restated),
    incorporated by reference to the Schedule 14A filed with the
    Commission on June 23, 2003.4.3

Precis, Inc. 2002 IMR Stock Option Plan, incorporated by
    reference to the Schedule 14A filed with the Commission on June
    26, 2002.4.4

Precis, Inc. 2002 Non-Employee Stock Option Plan (amended and
    restated), incorporated by reference to the Schedule 14A filed
    with the Commission on December 29, 200610.1

Loan and Security Agreement dated March 24, 2008 among
    Access Plans USA, Inc. and Americas Healthcare/Rx Plan
    Agency, Inc. as Co-Borrowers and CFG, LLC as Lender and Secured
    Party.18.1

Preferability letter, dated December 5, 2007 from
    registrants independent public accounting firm, Hein
    & Associates LLP, regarding change in the registrants
    annual goodwill impairment testing date from December 31 to
    September 30 each year.31.1

Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of Ian R.
    Stuart as Interim Chief Executive Officer.31.2

Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of Ian R.
    Stuart as Chief Financial Officer and Principal Accounting
    Officer.32.1

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
    Pursuant to Section 906 of Sarbanes-Oxley Act of Ian R. Stuart
    as Interim Chief Executive Officer.32.2

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
    Pursuant to Section 906 of Sarbanes-Oxley Act of Ian R. Stuart
    as Chief Financial Officer and Principal Accounting Officer.  82




---



##### Table of Contents



SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act,
    the Registrant caused this amended report to be signed on its
    behalf by the undersigned, thereunto duly authorized. ACCESS PLANS USA, INC.(Registrant)Date: October 27, 2008

By:   /s/  IAN
    R. STUARTIan
    R. Stuart 
    Interim Chief Executive OfficerDate: October 27, 2008

By:   /s/  IAN
    R. STUARTIan
    R. Stuart
    Chief Financial Officer and Principal Accounting Officer     Signature

Title

Date/s/  IAN
    R. STUARTIan
    R. Stuart

Interim Chief Executive Officer

October 27, 2008/s/  IAN
    R. STUARTIan
    R. Stuart

Chief Financial Officer and
    Principal Accounting Officer

October 27, 2008/s/  ANDREW
    A. BOEMIAndrew
    A. Boemi

Director

October 27, 2008/s/  RUSSELL
    CLEVELANDRussell
    Cleveland

Director

October 27, 2008/s/  KENNETH
    S. GEORGEKenneth
    S. George

Director

October 27, 2008/s/  J.
    FRENCH HILLJ.
    French Hill

Director

October 27, 2008/s/  KENT
    H. WEBB, M.D.Kent
    H. Webb, M.D.

Director

October 27, 2008/s/  NICHOLAS
    J. ZAFFIRISNicholas
    J. Zaffiris

Director

October 27, 2008  83




---



##### 



INDEX TO
    FINANCIAL STATEMENTS
   
 Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2007 and 2006


F-3Consolidated Statements of Operations for the
    Years Ended December 31, 2007, 2006 and 2005


F-4Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2007, 2006 and
    2005


F-5Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2007, 2006 and 2005


F-6Notes to Consolidated Financial Statements


F-7   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               (Signed Hein & Associates LLP)
    F-2




---



##### Table of Contents



ACCESS
    PLANS USA, INC.
  CONSOLIDATED
    BALANCE SHEETS
 AS OF DECEMBER 31, 2007 and 2006
  Dollars in Thousands

2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
2,711


$
3,232Unrestricted short-term investments






200Restricted short-term investments


1,231



1,420Cash and short-term investments


3,942



4,852Accounts and notes receivable, net


1,054



190Advanced agent commissions, net


5,332



Income taxes receivable, net


70



246Prepaid expenses


193



1,512Deferred tax asset


23



Total current assets


10,614



6,800Fixed assets, net


682



924Goodwill, net


5,489



7,471Other intangible assets, net


3,960



Deferred tax asset, net






387Other assets


73



662Total assets

$
20,818


$
16,244LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
563


$
178Short-term debt


1,255



Income taxes payable


267



353Unearned commissions


4,221



82Deferred enrollment fees, net of acquisition costs


198



Current portion of capital leases


48



190Deferred tax liability






387Other accrued liabilities


2,986



1,614Total current liabilities


9,538



2,804Capital lease obligations, net of current portion






48Deferred tax liability


23



Total liabilities


9,561



2,852Commitments and contingencies (Note 16)Stockholders equity:Preferred stock, $1.00 par value, 2,000,000 shares
    authorized, none issued






Common stock, $.01 par value, 100,000,000 shares
    authorized; 20,749,145 and 14,012,763 issued, respectively, and
    20,269,145 and 13,512,763 outstanding, respectively


207



140Additional paid-in capital


40,619



29,691Accumulated deficit


(28,560
)


(15,388
)Less: treasury stock (480,000 and 500,000 shares,
    respectively)


(1,009
)


(1,051
)Total stockholders equity


11,257



13,392Total liabilities and stockholders equity

$
20,818


$
16,244   The accompanying notes are an integral part of these
    consolidated financial statements.
 F-3




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##### Table of Contents



ACCESS
    PLANS USA, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 FOR THE
    YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
  Dollars in Thousands, Except Earnings per Share

2007


2006


2005Commissions and service revenues

$
39,922


$
21,974


$
30,028Interest income on agent advances


551







Interest income


201



406



232Total revenues


40,674



22,380



30,260Operating expenses:Commissions


18,027



3,686



6,015Cost of operations


10,428



10,173



13,138Sales and marketing


4,268



1,776



1,471General and administrative


8,260



6,345



8,272Depreciation and amortization


1,135



774



1,498Interest expense


233



50



72Impairment charge for goodwill


12,069



6,440



12,900Total operating expenses


54,420



29,244



43,366Operating loss before income taxes


(13,746
)


(6,864
)


(13,106
)Provision for income taxes (benefit) expense


(591
)


(50
)


123Loss from continuing operations


(13,155
)


(6,814
)


(13,229
)Discontinued:Gain on sale of discontinued operations, net of taxes of $180










300Loss from discontinued operations, net of tax benefit of $0 and
    $73, respectively






(910
)


(442
)Net loss

$
(13,155
)

$
(7,724
)

$
(13,371
)Loss per share:Basic and dilutedContinuing operations

$
(0.69
)

$
(0.51
)

$
(1.06
)Discontinued operations

$
(0.00
)

$
(0.07
)

$
(0.01
)Weighted average number of common shares outstanding, basic and
    diluted:


18,983,843



13,486,562



12,432,591   The accompanying notes are an integral part of these
    consolidated financial statements.
 F-4




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##### Table of Contents



ACCESS
    PLANS USA, INC.
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITYFOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND
    2005 RetainedAdditional





EarningsCommon Stock


Paid-in


Treasury


(AccumulatedDollars in Thousands

Shares


Amount


Capital


Stock


Deficit)


TotalBalance, December 31, 2004


12,079,820


$
123


$
27,221


$
(682
)

$
5,707


$
32,369Stock option exercised, net of tax


20,000







25











25Issuance of stock in business combinations


1,348,503



14



1,696











1,710Treasury stock adjustment


(244,054
)










(369
)






(369
)Net loss


















(13,371
)


(13,371
)Balance, December 31, 2005


13,204,269



137



28,942



(1,051
)


(7,664
)


20,364Stock option expense










231











231Issuance of stock in business combinations


308,494



3



518











521Net loss


















(7,724
)


(7,724
)Balance, December 31, 2006


13,512,763



140



29,691



(1,051
)


(15,388
)


13,392Stock option awards










480











480Issuance of stock in business combinations


6,756,382



67



10,473











10,540Treasury stock adjustment










(25
)


42



(17
)


Net loss


















(13,155
)


(13,155
)Balance, December 31, 2007


20,269,145


$
207


$
40,619


$
(1,009
)

$
(28,560
)

$
11,257   The accompanying notes are an integral part of these
    consolidated financial statements.
 F-5




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##### Table of Contents



ACCESS
    PLANS USA, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 FOR THE
    YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
  Dollars in Thousands

2007


2006


2005(Restated)Operating activities:Net loss

$
(13,155
)

$
(7,724
)

$
(13,371
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


1,332



774



1,754Gain on sale of discontinued operations










(480
)Provision for losses on accounts receivable and agent advances


349



39



198Stock options expense


401



231



Goodwill impairment including tax considerations


12,072



6,866



12,900Deferred income taxes


(433
)






1,146Other non-cash items and loss on disposal of fixed assets


338



453



94Changes in operating assets and liabilities (net of businessed
    acquired):Accounts and notes receivable, net


144



34



(149
)Advanced agent commissions


(825
)






Income taxes receivable


176



724



(66
)Inventory






128



(188
)Prepaid expenses


1,319



(25
)


(920
)Other assets


662



75



7Accounts payable


(170
)


(289
)


(3
)Accrued liabilities


(787
)


(518
)


(299
)Unearned commissions


523







Deferred fees


(225
)


35



(107
)Income taxes payable


(86
)


(78
)


(2
)Net cash provided by operating activities


1,435



725



514Investing activities:Decrease (increase) in unrestricted short-term investments


200



(200
)


Decrease (increase) in restricted short-term investments


320



(1,170
)


(250
)Purchase of fixed assets


(305
)


(848
)


(336
)Cash used in business combinations, net of cash acquired


(832
)


(1,045
)


(1,711
)Proceeds from sale of discontinued operations










475Net cash used in investing activities


(617
)


(3,263
)


(1,822
)Financing activities:Exercise of stock options










25Payments of capital leases


(190
)


(241
)


(620
)Purchase of treasury stock










(369
)Decrease in debt, net


(1,149
)






Net cash used in financing activities


(1,339
)


(241
)


(964
)Net decrease in cash and cash equivalents


(521
)


(2,779
)


(2,272
)Cash and cash equivalents at beginning of year


3,232



6,011



8,283Cash and cash equivalents at end of year

$
2,711


$
3,232


$
6,011Supplemental disclosure:Income taxes recovered (paid), net of taxes paid

$
295


$
998


$
(155
)Interest paid

$
233


$
50


$
72Non-cash investing and financing activities:Acquisition of fixed assets through capital leases, net of
    retirements

$



$



$
507Stock issuance for consideration on business combination

$
10,540


$
521


$
1,710Cash-in-trust
    (refunded and claims paid) collected, net

$



$
(5,585
)

$
663   The accompanying notes are an integral part of these
    consolidated financial statements.
 F-6




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##### Table of Contents



ACCESS
    PLANS USA, INC.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS Note 1 
    Nature of
    Business    Note 2 
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Restatement.
  Year Ended December 31, 2007Previously


Restated


Effect ofDollars in Thousands

Reported


Amount


ChangeNet cash provided by (used in):Operating activities

$
1,823


$
1,435



(388
)Investing activities


(1,442
)


(617
)


825Financing activities


(902
)


(1,339
)


(437
)Net decrease in cash and cash equivalents


(521
)


(521
)


Cash and cash equivalents, beginning of year


3,232



3,232



Cash and cash equivalents, end of year

$
2,711


$
2,711


$
   Use of Estimates.
  Revenue Recognition.
  Consumer Plan Division Revenues.
 F-7




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##### Table of Contents



Insurance Marketing Division Revenues.
  Regional Healthcare Division Revenues.
  Commission Expense.
  Consumer Plan.
  Insurance Marketing.
  Acquisition Costs.
  Advanced Agent Commissions.
 F-8




---



##### Table of Contents



Cash and Cash Equivalents.
  Unrestricted Short-Term Investments.
  Restricted Short-Term Investments.
  Accounts Receivable.
  Fixed Assets.
  Furniture and Fixtures

7 yearsLeasehold Improvements

Over the term of the lease, or useful life, whichever is shorterComputers and Office Equipment

3-5 yearsSoftware

3 years     Intangible Asset Valuation.
     F-9




---



##### Table of Contents



Income Taxes.
  2002-2005
  Net Earnings per Share.
 F-10




---



##### Table of Contents



Concentration of Credit Risk.
    Fair Value of Financial Instruments.
  Stock Option Expense and Option-Pricing Model.
  Recently Issued Accounting Standards
    Business Combinations
 F-11




---



##### Table of Contents



Considering the Effects of Prior Year
    Misstatements when Quantifying Current Year Misstatements
  Reclassifications.
  Note 3 
    Business
    Acquisitions   F-12




---



##### Table of Contents



Dollars in Thousands

(Unaudited)Cash

$
77Accounts receivable


915Advanced agent commissions


3,443Other assets


37Fixed assets


35Goodwill


10,087Deferred tax asset


862Other intangibles, net


3,700Accounts payable and accrued liabilities


(1,640
)Deferred revenue, net


(2,674
)Short-term debt


(2,004
)Long-term debt


(400
)Long-term deferred tax liability


(1,295
)Total

$
11,143First issuance of common stock


7,018Second issuance of common stock


3,522Acquisition costs


603Total

$
11,143      F-13




---



##### Table of Contents



Dollars in Thousands

(Unaudited)Cash

$
288Advanced agent commissions


20Other assets


352Fixed assets


77Intangible assets


1,073Accounts payable and accrued liabilities


(412
)Deferred revenue, net


(180
)Total

$
1,218Purchase cost


1,098Acquisition costs


120Total

$
1,218       For the Year Ended December 31,Dollars in Thousands

2007


2006


2005Service revenues


$    49,314



$    65,597



$    59,107(Loss) earnings from continuing operations


(12,959
)


(7,446
)


(14,705
)Loss from discontinued operations






(910
)


(142
)Net (loss) earnings


$  (12,959
)


$  (8,356
)


$  (14,847
)(Loss) earnings per share:BasicContinuing operations


$     (0.64
)


$    (0.39
)


$     (0.79
)Discontinued operations


$0.00



$(0.05
)


$(0.01
)DilutedContinuing operations


$(0.64
)


$(0.39
)


$(0.79
)Discontinued operations


$0.00



$(0.05
)


$(0.01
)Weighted average number of common shares outstanding:Basic


20,242,944



19,188,973



18,678,328Diluted


20,242,944



19,188,973



18,678,328    F-14




---



##### Table of Contents



Note 4 
    Accounts
    and Notes Receivable    Dollars in Thousands

2007


2006Accounts receivable

$
1,129


$
276Allowance for doubtful accounts receivable


(75
)


(86
)Accounts receivable, net


1,054



190Notes receivable






154Provision for doubtful notes receivable






(154
)Notes receivable, net






Accounts and notes receivable, net

$
1,054


$
190     Note 5 
    Advanced
    Agent Commissions    Dollars in Thousands

2007Advances funded by:Commercial bank

$
425Specialty lending corporation


452Insurance carriers


4,221Self-funded


634Sub-total


5,732Allowance for doubtful recoveries


400Total advanced agent commissions

$
5,332    F-15




---



##### Table of Contents



Note 6 
    Prepaid Expenses
    Dollars in Thousands

2007


2006Provider network premiums

$



$
435Member services






400Insurance


88



511Inventory


14



20Postage






50Service contracts


6



10Other


86



86$
193


$
1,512   Note 7 
    Fixed
    Assets    Dollars in Thousands

2007


2006Furniture and fixtures

$
420


$
23Leasehold improvements


241



210Computers and office equipment


1,403



1,559Software


982



1,144Automobiles






363,046



2,972Accumulated depreciation and amortization


(2,364
)


(2,048
)Fixed assets, net

$
682


$
924  F-16




---



##### Table of Contents



Note 8 
    Goodwill
    and Other Intangible Assets    AgentRelationships/Customer


NetworkDollars in Thousands

Goodwill


Contracts


Contracts


TotalIntangible assets, balance as of January 1, 2005

$
21,381


$
1,400


$
-


$
22,781Goodwill acquired in Foresight acquisition


4,591



-



-



4,591Amortization of intangibles


-



(140
)


-



(140
)Goodwill impairment charge


(12,900
)


-



-



(12,900
)Intangible assets, balance as of December 31, 2005


13,072



1,260



-



14,332Goodwill impairment charge


(6,440
)


-



-



(6,440
)Tax impact on goodwill impairment charge


(426
)


-



-



(426
)Reclassification of customer contract


1,260



(1,260
)


-



-Acquisition of trademark


5



-



-



5Intangible assets, balance as of December 31, 2006


7,471



-



-



7,471Allocation of ICM goodwill


10,087



-



-



10,087Allocation of ICM contracts and relationships assets


-



1,800



1,900



3,700Allocation of PME contracts and relationships assets


-



482



591



1,073Amortization of intangibles


-



(578
)


(235
)


(813
)Goodwill impairment charges


(12,069
)


-



-



(12,069
)Intangible assets, balance as of December 31, 2007

$
5,489


$
1,704


$
2,256


$
9,449     Dollars in Thousands

Capella


Foresight


ICM


TotalGoodwill originally recorded

$
19,077


$
7,764


$
10,089


$
36,930Other goodwill adjustments






(32
)






(32
)2005 impairment charges


(12,900
)










(12,900
)2006 impairment charges


(2,800
)


(3,640
)






(6,440
)2007 impairment charges


(3,377
)


(4,092
)


(4,600
)


(12,069
)Net goodwill balance at December 31, 2007

$
-


$
-


$
5,489


$
5,489      F-17




---



##### Table of Contents



Dollars in Thousands

Total


2008


2009


2010


2011


2012Amortization expense

$
3,208


$
1,020


$
1,020


$
470


$
391


$
307   Note 9 
    Short-term
    and Long-term Debt    Dollars in Thousands

2007Commercial bank  revolving lines of credit

$
425Loan from specialty lending corporation


452Promissory note from related party


378Total short-term debt

$
1,255        F-18




---



##### Table of Contents



Note 10 
    Capital
    Leases    Dollars in Thousands

AmountTotal minimum lease payments due in 2008

$
51Less: Executory costs


(2
)Interest


(1
)Present value minimum lease payments

$
48     Dollars in Thousands

2007


2006Capitalized lease assets

$
582


$
582Accumulated amortization


(571
)


(519
)Net book value

$
11


$
63Capitalized lease obligation

$
48


$
238     Note 11 
    Accrued
    Liabilities    Dollars in Thousands

2007


2006Accrued commissions

$
510


$
156Accrued acquisition costs






162Accrued payroll and benefits


350



326Accrued professional fees


530



197Unrecoverable claims accrual






116Accrued convention costs


170



Accrued administrative and processing charges


309



Accrued membership refunds


228



23Other


889



634$
2,986


$
1,614   Note 12 
    Stockholders
    Equity   F-19




---



##### Table of Contents



Note 13 
    Common
    Stock Options  Stock-Based Compensation. Share-Based
    Payment
        Dollars in Thousands

2005Loss from continuing operations

$
(13,229
)Gain on sale of operations, net of taxes


300Loss from discontinued operations


(442
)Net loss


(13,371
)Deduct: Total stock-based compensation expense determined under
    fair value based method for all awards, net of related tax
    effects


(361
)Pro forma net loss

$
(13,732
)  F-20




---



##### Table of Contents



2005Basic and diluted loss per share:As reportedFrom continuing operations

$
(1.06
)From sale of and discontinued operations

$
(.01
)Pro-formaFrom continuing operations

$
(1.09
)From sale of and discontinued operations

$
(.01
)     2005Risk free interest rate

4.23%Volatility rate

72%Dividend yield

NoneOption expected lives

5 yrs   Stock-Based Compensation Plans.
         F-21




---



##### Table of Contents



Amendments to the Stock-Based Compensation Plans.
      2007 Stock Option Information.
  Number of StockName

Grant Date


Option Shares


Exercise PriceFrank Apodaca(1)


03/26/07



50,000


$
2.23Scott Treadway(2)


10/30/07



120,000


$
1.50     (1)
    
    Mr. Apodacas employment was terminated by us and
    these options have been forfeited.(2)
    
    These options were issued to Mr. Treadway in connection
    with our acquisition of PME, his former employer.    2007Weighted


Weighted


AggregateAverage


Average


IntrinsicExercise


Fair


ValueOptions


Price


Value


(thousands)Outstanding at January 1, 2007


1,427,354


$
2.21


$
1.39Granted


397,500



1.90



0.93Exercised










Forfeited


259,560



2.64



1.61Outstanding at December 31, 2007


1,317,500



1.95



1.16Vested (exercisable)


1,008,500



1.98



1.18


$
250Non-Vested


309,000



1.86



1.11


$
-Outstanding at end of year


1,317,500



1.95



1.16  F-22




---



##### Table of Contents



Options Outstanding


Options ExercisableWeighted


Weighted





WeightedAverage


Average





AverageOutstanding


Remaining


Exercise


Outstanding


ExercisePrice Range

At 12/31/07


Life (Years)


Price


12/31/07 _


Price$1.05 to $1.75


287,000



4.1


$
1.37



287,000


$
1.37$1.76 to $3.55


1,013,500



2.6



2.07



707,250



2.17$3.56 to $5.25


17,000



1.0



4.36



14,250



4.461,317,500











1,008,500   2006 Stock Option Information.
      2006Weighted


WeightedAverage


AverageExercise


FairOptions


Price


ValueOutstanding at January 1, 2006


1,301,354


$
3.48


$
1.58Granted


310,000



1.76



0.95Exercised










Forfeited


(184,000
)


4.13



1.77Outstanding at December 31, 2006


1,427,354



2.21



1.39Vested (exercisable)


832,854



2.45



1.58Non-vested


594,500



1.87



1.12Outstanding at December 31, 2006


1,427,354



2.21



1.39  F-23




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##### Table of Contents



2005 Stock Option Information.
  2005WeightedAverage


WeightedExercise


AverageOptions


Price


Fair ValueOutstanding at January 1, 2005


1,489,764


$
4.01


$
1.78Granted at market value


224,000



1.37



1.02Exercised


(20,000
)


1.25



0.55Forfeited


(392,410
)


4.39



1.95Outstanding at December 31, 2005


1,301,354



3.48



1.58Vested


842,229



3.88



1.79Non-vested


459,125



4.18



1.84Outstanding at December 31, 2005


1,301,354



3.48



1.58   Note 14 
    Income
    Taxes    Dollars in Thousands

2007


2006


2005Current provision

$
(159)


$
(465)


$
(916)Deferred provision


(432)



415



1,146Provision for income taxes expense (benefit)

$
(591)


$
(50)


$
230Tax provision (benefit) from continuing operations

$
(591)


$
(50)


$
41Tax provision (benefit) from sale and discontinued operations










189Provision (benefit) for income taxes

$
(591)


$
(50)


$
230     Dollars in Thousands

2007


2006Deferred income tax assets:Net operating loss carryforwards

$
676


$
1,047Allowance for doubtful accounts, and agent advances


221



89Depreciation and impairment of fixed assets


(30)



41Accrued expenses


513



201Valuation allowance


(291)



(862)Total deferred tax assets


1,089



516Deferred income tax liabilities:Prepaid expenses


63



516Intangible asset basis differences


1,026



Total deferred tax liabilities


1,089



516Deferred tax asset, net

$



$
Deferred tax asset, current

$
23


$
Deferred tax asset, non-current






387Deferred tax liability, current






(387)Deferred tax liability, non-current


(23)



Deferred tax asset, net

$



$
  F-24




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##### Table of Contents



2007


2006


2005Federal statutory rate


34.0%



(34.0)%



34.0%Permanent differences


(30.0)%



31.3%



(32.4)%State rate


0.3%



(5.3)%



(0.9)%Increase in valuation allowance


(0.3)%



6.4%



0.0%Other


0.4%



0.8%



(0.8)%4.4%



(0.8)%



(0.1)%   Note 15 
    Related
    Party Transactions          Note 16 
    Commitments
    and Contingencies   F-25




---



##### Table of Contents



Zermeno v Precis, Inc.
  tm
      State of Texas v The Capella Group, Inc. et al. tm tm
  Investigation of National Center for Employment of the
    Disabled, Inc. and Access HealthSource, Inc.
    (Foresight)
   F-26




---



##### Table of Contents



States General Life Insurance Company. No. GV-500484, No. GV-500484 No. D-1-GN-06-4697. successor-in-interest
      Restricted Short-Term Investments.
  Note 17 
    Operating
    Leases    Less than








More thanDollars in Thousands

Total


1 Year


1-2 Years


3-5 Years


5 YearsTotal operating leases on real property

$
2,226


$
647


$
1,201


$
378


$
       Note 18 
    Employee
    Benefit Plan   F-27




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##### Table of Contents



Note 19 
    Segmented
    Information  Disclosure About Segments of an
    Enterprise and Related Information
      Dollars in Thousands

2007Consumer


Insurance


Regional


Corporate


TotalPlan


Marketing


Healthcare


and Other


ContinuingDivision


Division


Division


Division


OperationsService revenue(1)

$
13,700


$
19,583


$
6,603


$
36


$
39,922Interest income


104



551



96



1



752Total revenue


13,804



20,134



6,699



37



40,674Income (loss) before income taxes


(3,396
)


(4,371
)


(3,565
)


(2,414
)


(13,746
)Interest expense


25



208











233Goodwill impairment including tax considerations


3,377



4,600



4,092







12,069Depreciation and amortization


236



789



103



7



1,135Tax provision (benefit)(2)


16



35



43



(685
)


(591
)Assets acquired, net of disposals


57







16



(53
)


20Intangible assets and goodwill(2)


1,025



8,419







5



9,449Assets held


2,557



15,153



4,425



(1,317
)


20,818  F-28




---



##### Table of Contents



Dollars in Thousands

2006Consumer


Insurance


Regional


Corporate


TotalPlan


Marketing


Healthcare


and Other


ContinuingDivision


Division


Division


Division


OperationsService revenue(1)

$
14,483


$



$
7,409


$
82


$
21,974Interest income


289







117







406Total revenue


14,772







7,526



82



22,380Operating income (loss)(1)


(2,814
)






(2,221
)


(1,829
)


(6,864
)Interest expense (income)


50















50Goodwill impairment including tax considerations


2,800







3,640







6,440Depreciation and amortization


651







105



18



774Tax provision (benefit)(2)


1







(64
)


13



(50
)Assets acquired, net of disposals


(460
)






291







(169
)Intangible assets and goodwill(2)


3,377







4,092



2



7,471Assets held


5,448







8,503



2,293



16,244   Dollars in Thousands

2005Consumer


Insurance


Regional


Corporate


TotalPlan


Marketing


Healthcare


and Other


ContinuingDivision


Division


Division


Division


OperationsService revenue

$
21,160


$



$
8,537


$
331


$
30,028Interest income


82







136



14



232Total revenue


21,242







8,673



345



30,260Operating income (loss)(1)


(12,333
)






1,855



(2,628
)


(13,106
)Interest expense (income)


47







26







73Goodwill impairment including tax considerations


12,900















12,900Depreciation and amortization


1,440







58







1,498Tax provision (benefit)(2)














123



123Assets acquired, net of disposals










20



(2,930
)


(2,910
)Intangible assets and goodwill(2)


6,177







8,158







14,335Assets held


7,805







18,038



5,021



30,864    (1)
    
    Unusual charges are included in the loss at the corporate level
    and not allocated to the related segment. In 2007, we recorded
    goodwill impairment charges of $4,092,000 for Foresight due to
    the loss of significant contracts, $3,377,000 for Capella due to
    the failure of certain new product and marketing initiatives to
    achieve expected results, and $4,600,000 for the Insurance
    Marketing Division due to significant declines in sales of
    Medicare supplemental policies. The loss before provision for
    income taxes for 2006 for the Regional Healthcare Division
    segment excludes charges for impairment of goodwill of
    $4,066,000 including tax considerations of $426,000 which is due
    primarily to the current and projected reductions in earnings
    due to a decline in number of lives covered under plans that are
    administered by Foresight. The loss before provision for income
    taxes for 2006 for the Consumer Healthcare Savings segment
    excludes charges of $2,800,000 for impairment of goodwill
    recorded in connection with the acquisition of Capella. In 2005,
    Capella recorded a charge of $12,900,000 due to continuing
    decline in members and revenues to a lower level than previously
    predicted and pending litigation and regulatory activity that
    was announced in the second quarter. F-29




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##### Table of Contents



Note 20 
    Discontinued
    Operations    DISCONTINUED
    OPERATIONS SELECTED FINANCIAL DATA
  For the Twelve MonthsDollars in Thousands

Ended December 31,2006


2005Service Revenues

$
125


$
1,180Operating expenses:Cost of operations


94



1,000Sales and marketing


343



468General and administrative


598



228Total operating expenses


1,035



1,696Operating loss


(910
)


(516
)Interest (income) expense






1Loss before income taxes


(910
)


(515
)Provision for income taxes (benefit) expense






(73
)Earnings (loss) from operations


(910
)


(442
)Gain on sale of operations, net of taxes






300Net loss

$
(910
)

$
(142
)     Financial Services  Care 125.
  Vergance.
  Member Services.
 F-30