United States Securities and Exchange Commission
                             Washington,  D.C.  20549

                                   FORM 10-KSB
(Mark  One)

[ X ]   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
         OF  1934  For  the  fiscal  year  ended  December  31,  2000.

[   ]   TRANSITION  REPORT  UNDER  SECTION  13  OR  15(D)  OF  THE SECURITIES
         EXCHANGE  ACT  OF  1934 For  the  transition  period  from   to    .

                        Commission file number : 0-25679
                                                 -------

                         FIRST AMERICAN CAPITAL CORPORATION
                     --------------------------------------
                 (Name of small business issuer in its charter)

                  Kansas                               48-1187574
------------------------------                   ------------------
(State  of  incorporation)            (I.R.S.  Employer  Identification  Number)


3360  S.W.  Harrison  Street,  Suite  100       Topeka,  Kansas  66611
----------------------------------------------------------------------
(Address  of  principal  executive  offices)

Issuer's  telephone  number               (785) 267-7077
                                       ------------------

                Securities  registered  under  12(b)  of  the  Act:
                             Title of Each Class
                             -------------------
                                    NONE

              Securities registered under Section  12(g)  of  the  Act:
                               Title of Each Class
                               -------------------
                          Common Stock, $.10 Par Value

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or 15(d) of the Exchange Act  during the past 12 months (or for such shorter
periods that the registrant was required to file such reports), and (2) has been
subject  to  such filing requirements for the past 90 days. Yes [ X ]   No [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  form  10-KSB  [X]

State  issuer  s  revenues  for  its  most  recent  fiscal  year:  $2,663,815

State  the  aggregate  market value of the voting equity held by non affiliates:
Of  the  5,418,860  shares  of  common  stock  of  the  registrant  issued  and
outstanding  as  of  March 1, 2001, 4,337,860 shares are held by non-affiliates.
Because  of  the  absence of an established trading market for the common stock,
the  registrant  is unable to calculate the aggregate market value of the voting
stock  held  by  non-affiliates  as of a specified date within the past 60 days.
State the number of shares outstanding of each of the issuer s classes of common
equity,  as  of  the  latest  practicable  date.

Common  Stock,  $.10  Par  Value  -  5,418,860  shares  as  of  March  15,  2000

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

<PAGE>

                                   FORM 10-KSB
                   For the Fiscal Year Ended December 31, 2000

                                TABLE OF CONTENTS


Part  I.

Item  1.     Description  of  Business                                        3
Item  2.     Description  of  Property                                        7
Item  3.     Legal  Proceedings                                               8
Item  4.     Submission  of  Matters  to  a  Vote  of  Security Holders       8

Part  II.

Item  5.     Market  for  Common Equity and Related Stockholder Matters       8
Item  6.     Management  s Discussion and Analysis or Plan of Operation       9
Item  7.     Financial  Statements                                           14
Item  8.     Changes  In  and  Disagreements  With Accountants on Accounting
               and Financial  Disclosure                                     14

Part  III.

Item  9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons;
             Compliance  With  Section  16(a)  of  the  Exchange  Act        14
Item  10.    Executive  Compensation                                         17
Item  11.    Security  Ownership  of  Certain Beneficial Owners and
              Management                                                     17
Item  12.    Certain  Relationships  and  Related  Transactions              17
Item  13.    Exhibits  and  Reports  on  Form  8-K                           18

Signatures                                                                   19
Index  to  exhibits                                                          21



                                     Page 2
<PAGE>

PART  I

Item  1.     Description  of  Business
--------     -------------------------

First  American Capital Corporation (the  Company ) was incorporated on July 10,
1996  for  the purpose of forming, owning and managing life insurance companies.
The  Company  sold  2,120,000  shares  at  $.10  per  share  to  its  organizing
shareholders  in  August  of  1996  for  total  proceeds of $212,000.   Also, in
September,  1996,  the Company sold 600,000 shares of its common stock for $1.00
per share in a separate private placement.  The initial capital was used to fund
the Company s efforts to register a $12,500,000 intra-state public offering with
the  Office of the Kansas Securities Commissioner.  Included in the registration
was  a  10%  over-sale  provision.  On  March  11, 1996 the Office of the Kansas
Securities  Commissioner  declared  the  registration  statement  effective.

 On  January  11,  1999,  the  Company  completed  the  intra-state public stock
offering  raising  approximately  $13,750,000  of  capital  which included a 10%
over-sale  of $1,250,000.   Three million, two hundred fifty thousand dollars of
the  proceeds  of  the  stock  sale  were  used to capitalize the life insurance
subsidiary,  First  Life  America  Corporation  (  FLAC  ).  The venture capital
subsidiary, First Capital Venture, Inc., was formed in October of 1998; however,
it  has  not  yet  been capitalized.  The remainder of the proceeds will provide
additional  capital  for  the  life  insurance  subsidiary  or  for the possible
acquisition of life insurance or insurance related company(s) or provide working
capital.

First  American  Capital  Corporation
-------------------------------------

The primary segment of the Company s operations is life insurance and annuities.
Accordingly, a significant portion of revenue will be generated by the Company s
wholly  owned life insurance subsidiary, FLAC.  Additional income is provided in
the  form of investment income.  The Company has contracted with FLAC to provide
services  which  are incident to the operations of FLAC.  Under the terms of the
contract,  FLAC pays the Company service fees based on percentages of first year
and  renewal  premium  income  delivered  by  FLAC.

The Company has contracted with First Alliance Corporation ( FAC ) of Lexington,
Kentucky  to  provide  underwriting and accounting services for FLAC.  Under the
terms  of  the service agreement, the Company pays fees based on a percentage of
delivered  premiums  of FLAC.  The percentages are 5.5% for first year premiums;
4%  of  second  year  premiums;  3%  of  third year premiums;  2% of fourth year
premiums;  1%  of  fifth year premiums, and 1% for years six through ten for ten
pay  policies  and  .5%  in  years  six  through twenty for twenty pay policies.
Pursuant  to  the agreement, the Company incurred $117,246, $60,531, and $816 of
fees  during  2000,  1999, and 1998, respectively.   Under a separate agreement,
the  Company  paid $24,000 in fees to FAC in 1998.  FAC is also a shareholder of
the  Company  (see  Item  11  on  Page  17).

First  Life  America  Corporation
---------------------------------

On  October  15,  1997, FLAC received a certificate of authority from the Kansas
Insurance  Department  to  transact  life  and  annuity business in the state of
Kansas.  On  November  19, 1998, life insurance operations commenced.  Under the
provisions  of  Generally  Accepted  Accounting  Principals  (  GAAP ), FLAC has
$4,046,552  of  capital and surplus as of December 31, 2000, and is wholly owned
by  the Company.  FLAC has contracted with the Company for policy administration
and  data  processing  services  as  discussed  below.

                                     Page 3
<PAGE>

Administration
--------------


Effective  December  31,  1998,  FLAC  entered into a service agreement with the
Company.  Under  the  terms  of  the  agreement, the Company provides personnel,
facilities, and services incident to the operations of FLAC.  FLAC does not have
any  employees.  Services  performed pursuant to the agreement are underwriting,
claim processing, accounting, policy processing and other services necessary for
FLAC to operate.  The agreement is effective until either party provides 90 days
written  notice  of termination.  Under the agreement, FLAC pays fees based on a
percentage  of  first  year  and  renewal premiums delivered by FLAC.  Delivered
premium  is  defined  as premium received on new written business which has been
underwritten  by  FLAC and the policy accepted by the policy owner upon delivery
by  the  agent.  The  percentages  under the contract are 25% of first year life
premiums; 40% of second year life premiums; 30% of third year life premiums; 20%
of  fourth  year  life  premiums  and  10%  of  life  premiums in years five and
thereafter.  If  at  any  time  FLAC  s  annual premiums on new business were to
exceed  $5,000,000,  the  provisions  of  the agreement will be tolled until the
agreement  has been resubmitted to the Kansas Insurance Department for approval.
FLAC  bears the cost of all direct selling costs which include agent recruiting,
training  and  licensing; agent commissions; any benefits or awards directly for
or  to  agents  or  management  including  any  life  or  health insurance to be
provided;  and  any  taxes  (federal,  state  or county) directly related to the
business  of  FLAC.  Additionally,  FLAC  is  responsible  for  any  reinsurance
premiums;  legal  expenses  related  to  settlement of claims; state examination
fees;  directors  fees  and  directors  liability  insurance;  interest  on
indebtedness;  costs  related  to  mergers  or acquisitions and costs related to
fulfilling  obligations  of  the life insurance and annuity contracts written by
the  agents  of  FLAC.  Pursuant  to  the  terms of the agreement, FLAC incurred
$562,686,  $275,375  and  $4,081  of  service  fees  during 2000, 1999 and 1998,
respectively.

Actuarial  Services
-------------------

On  behalf  of  FLAC,  the  Company has retained the services of Bruce and Bruce
Company,  consulting  actuaries  of  Lake  Bluff,  Illinois.  Bruce  and  Bruce
developed the primary product that FLAC is marketing.  Mr. Robert Bruce of Bruce
and  Bruce  has  been  appointed  by  the  Board  of Directors of FLAC to act as
valuation  and  illustration  actuary.  The  Company has also retained actuarial
services  of  Miller & Newburg Consulting Actuaries, Inc. of Olathe, Kansas  and
Lewis  and  Ellis  of  Overland  Park, Kansas in connection with further product
development.

Products  of  FLAC
------------------

The primary insurance product being marketed by FLAC is a modified payment whole
life  insurance  policy  with  a  flexible  premium  deferred  annuity rider.  A
modified  payment  whole  life  insurance policy requires premium payments to be
made  for  a certain number of years after which the policyholder is entitled to
policy  benefits without making future payments.  Typical premium paying periods
for  modified  payment  whole life insurance polices are ten, fifteen and twenty
years.  FLAC  s  product,  marketed as the  First America 2000,  combines both a
ten and twenty payment period based on the issue age of the insured.  Issue ages
from 0 to 20 and 66 through 80 are ten pay polices and issue ages from age 21 to
65 are twenty pay policies.  Premium payments are split between life and annuity
based  on  percentages  established  in the product design.  First year premiums
payments are allocated 100% to life insurance and renewal payments are split 50%
to life and 50% to annuity.  The product is being sold in premium units with the
ability  to  purchase  either  fractional  or multiple units.  At the end of the
required  premium  paying  period,  the  policyholder  may continue to make full
premium  payments  into  the  annuity  rider  to  provide  for  greater  annuity
accumulations.

The initial product was designed to provide life insurance benefits based on the
age  of the insured.  The coverage decreases each year until an ultimate benefit
amount is attained.  The annuity rider includes surrender charges which start at
9%  in the first year funded and decrease by 1% each subsequent year.  There are
no  additional  loads  or  fees.

During  2000, FLAC began offering a 10-year term product to meet niche marketing
needs.  Management  has  not  actively  marketed and does not intend to actively
market  this  product.  Other  products  are also being considered to meet niche
marketing  needs.  These  products  include  critical  illness,  single  premium
juvenile,  and  universal  life  policies.

Product  Marketing  and  Sales
------------------------------

FLAC  is using the same face-to-face marketing techniques for its life insurance
products  as  the Company did for its public stock offering.  The marketing plan
is  designed  in  its  entirety  around  the  Company's  stockholder base, which
provides  an  excellent  referral  system  for  FLAC  product  sales.

                                     Page 4
<PAGE>

After  FLAC  develops  a  substantial  policyholder  base  in Kansas,  marketing
efforts  are  expected  to  expand  into additional states.  This expansion will
depend largely on many factors, one of which is being admitted to do business in
these  states.  As  of  March 15, 2001, approval has been granted to FLAC in the
states  of  Illinois, North Dakota, and Texas.  Applications for certificates of
authority  have  also  been  filed  in Missouri, Ohio, and Oklahoma.  Management
intends  to  file  for  certificates  in  the  states of Colorado, Kentucky, and
Nebraska  as  well.  Due  to  the  uncertainties  involved,  management  cannot
reasonably  estimate  the  time  frame  of  marketing  expansion to any of these
states.

FLAC's  insurance  operations  commenced on November 19, 1998 on a limited basis
for  test  marketing  of  the  initial  insurance product.  Full scale marketing
commenced  on January 11, 1999.  The agency force involved in selling the public
offering  was  licensed  through FLAC to sell the life insurance products.  FLAC
continually  recruits  and  trains  new  agents.

Insurance  Inforce
------------------

The  following  table  provides  certain information about FLAC s volume of life
insurance  coverage  inforce  for  each of the last three years.  FLAC commenced
selling life insurance on November 19, 1998 and accordingly, the amount for 1998
is  for  approximately  one  month  of  operations:

<TABLE>
<CAPTION>

Amounts  of  Insurance(1)     (shown  in  thousands)


                                  2000       1999    1998
<S>                             <C>        <C>       <C>
Beginning of year               $ 39,536   $   337   $   -

Issued during year                53,953    39,378     337

Revived during year                  280         -       -

Lapse, surrender and decreased   (10,492)     (179)      -
                                --------   -------   -----
In-force end of year            $ 83,277   $39,536   $ 337
                                ========   =======   =====
<FN>

(1)  Excludes  accidental  death benefits of $26,520, $17,100, and $120 in 2000,
1999,  and  1998,  respectively.
</TABLE>
-------



Reinsurance
-----------

In  order  to  reduce  the  risk  of  financial exposure to adverse underwriting
results,  insurance  companies  reinsure  a  portion  of their  risks with other
insurance  companies.  FLAC  has  entered  into  agreements  with Business Men's
Assurance  Company  ("BMA")  of  Kansas  City,  Missouri,  as well as Optimum Re
Insurance  Company  of Dallas, Texas, to reinsure portions of the life insurance
risks  it  underwrites.  Pursuant to the terms of the agreements, FLAC retains a
maximum of $50,000 on any one insured.  Currently, insurance ceded to Optimum Re
Insurance  Company  is  limited  to  the 10-year term policies.  At December 31,
2000,  1999 and 1998, respectively, FLAC had ceded amounts totaling $24,259,688,
$8,755,634  and  $137,000  of ordinary business and $26,520,000, $17,100,000 and
$120,000  of  accidental  death benefit risk.  In the event that the reinsurance
companies  are  unable  to  fulfill  their  obligations  under  the  reinsurance
agreements,  FLAC  remains  primarily  liable  for  the  entire  amount at risk.
According to the reinsurance agreements, there are no premiums due on first year
business.
                                     Page 5
<PAGE>

Underwriting
------------

The life insurance subsidiary follows underwriting procedures designed to assess
and  quantify  insurance  risks  before  issuing  life insurance policies.  Such
procedures require medical examinations (including blood tests, where permitted)
of applicants for policies of life insurance in excess of certain policy limits.
These  requirements  are  graduated according to the applicant's age and vary by
policy  type. The Life Insurance Subsidiary also relies upon medical records and
upon  each  applicant's  written  application  for insurance, which is generally
prepared  under  the  supervision  of  a  trained  agent.

Evaluating  the  impact  of  future Acquired Immune Deficiency Syndrome ("AIDS")
claims  under life insurance policies issued is extremely difficult, in part due
to  the  insufficiency  and conflicting data regarding the number of persons now
infected  with  the  AIDS  virus,  uncertainty as to the speed at which the AIDS
virus has and may spread through the general population, advancements in medical
treatment  options. The life insurance subsidiary has implemented, where legally
permitted,  underwriting  procedures  designed to assist in the detection of the
AIDS  virus  in  applicants.

Investments
-----------

During  portions  of 2000 and 1999, the Company and FLAC was under contract with
Advantus Capital Management, Inc. of St. Paul, MN for management of investments.
Fees  were  based  on  the market value of invested assets.  In 2000, management
determined  that  the  contact  with  Advantus Capital Management, Inc. would be
terminated  and  that the Company and FLAC would manage its investment portfolio
internally.

The  Kansas  Insurance  Code restricts the investments of insurance companies by
the  type  of investment, the amount that an insurance company may invest in one
type  of  investment, and the amount that an insurance company may invest in the
securities of any one issuer.  The restrictions of the Kansas Insurance Code are
not  expected  to  have a material effect on the investment return of FLAC.  The
Company is not subject to the limitations which restrict the investments made by
FLAC.  Currently,  investments  are  held  in  both  short-term,  highly  liquid
securities  and  long-term,  higher  yield  securities.

Competition
-----------

The  life insurance industry is extremely competitive.  There are a large number
of  insurance  companies  which are substantially larger, have greater financial
resources,  offer  more  diversified  product  lines  and  have  larger  selling
organizations  than  FLAC.  Competition  also  is encountered from the expanding
number  of  banks  and  other  financial  intermediaries  that  offer  competing
products.  FLAC  must  also  compete  with  other insurers to attract and retain
qualified  agents  to  market  FLAC's  products.

Governmental  Regulation
------------------------

FLAC is subject to regulation and supervision by the Kansas Insurance Department
("KID").  The  insurance laws of Kansas give the KID broad regulatory authority,
including  powers  to:  (i) grant and revoke licenses to transact business; (ii)
regulate  and  supervise  trade  practices  and  market conduct; (iii) establish
guaranty  associations;  (iv)  license  agents;  (v)  approve policy forms; (vi)
approve  premium  rates  for  some  lines  of  business; (vii) establish reserve
requirements;  (viii)  prescribe  the  form  and  content  of required financial
statements  and  reports;  (ix)  determine  the  reasonableness  and adequacy of
statutory capital and surplus; and (x) regulate the type and amount of permitted
investments.

Kansas  has  enacted  legislation  which  regulates  insurance  holding  company
systems, including acquisitions, extraordinary dividends, the terms of affiliate
transactions,  and  other related matters.  Currently, the Company and FLAC have
registered  as  a  holding  company  system pursuant to the laws of the state of
Kansas.
                                     Page 6
<PAGE>

Federal  Income  Taxation
-------------------------

The  Life  Insurance  Subsidiary  is  taxed  under  the  life  insurance company
provisions  of the Internal Revenue Code of 1986, as amended (the "Code") .Under
the  Code,  a  life  insurance company's taxable income incorporates all income,
including  life and health premiums, investment income, and certain decreases in
reserves.  The  Code  currently establishes a maximum corporate tax rate of 35%.
The  Code  currently requires capitalization and amortization over a five to ten
year  period of certain policy acquisition costs incurred in connection with the
sale  of  certain  insurance  products.  These provisions apply to life, health,
 .and  annuity  business.  Certain  proposals  to  make additional changes in the
federal  income  tax  laws,  including  increasing  marginal  tax  rates,  and
regulations  affecting insurance companies or insurance products, continue to be
considered  at  various  times in the United States Congress and by the Internal
Revenue  Service.  The  Company  currently cannot predict whether any additional
changes  will  be adopted in the foreseeable future or, if adopted, whether such
measures  will  have  a  material  effect  on  its  operations.


Financial  Information  Relating  to  Industry  Segments
--------------------------------------------------------

Financial information related to specific segments of the Company's business are
presented  below.  All  sales  of  life  insurance  by  FLAC are to unaffiliated
customers.

<TABLE>
<CAPTION>

                                                Years ended December 31,

                                           2000          1999          1998
<S>                                    <C>           <C>           <C>
Premiums earned, net of reinsurance:
Life and annuity insurance operations  $ 1,934,913   $ 1,090,287   $    16,325
                                       ===========   ===========   ===========
Revenues:
Life and annuity insurance operations  $ 2,181,628   $ 1,243,323   $    91,848
Corporate operations                       482,187       390,954       273,068
                                       -----------   -----------   -----------
Total                                  $ 2,663,815   $ 1,634,277   $   364,916
                                       ===========   ===========   ===========

Income (loss) before income taxes:
Life and annuity insurance operations  $   537,649   $   418,084   $    66,680
Corporate operations                      (245,768)     (404,036)     (397,593)
                                       -----------   -----------   -----------
Total                                  $   291,881   $    14,048   $  (330,913)
                                       ===========   ===========   ===========

Assets:
Life and annuity insurance operations  $ 6,024,504   $ 4,255,380   $ 3,113,186
Corporate operations                     8,356,250     8,125,955     8,395,825
                                       -----------   -----------   -----------
Total                                  $14,380,754   $12,381,335   $11,509,011
                                       ===========   ===========   ===========
</TABLE>

Employees
---------

As  of  December  31,  2000,  the  Company  had  11  full  time and no part time
employees.

Item  2.  Description  of  Property
-------   -------------------------

During  1999, the Company acquired approximately six and one-half acres of land,
located  in Topeka, Kansas.  A  20,000 square foot building to be used as a home
office  is  currently being constructed on approximately one-third of this land.
Approximately  10,000  square  feet  will  be  occupied  by the Company with the
remaining  office space to be leased to unaffiliated parties.  It is anticipated
that  the remaining portion of the land will be sold after the completion of the
building.

                                     Page 7
<PAGE>
------
Item  3.  Legal  Proceedings
--------  ------------------

There  are  no legal proceedings pending against the Company or its subsidiaries
or  of  which any of their property is the subject.  There are no proceedings in
which  any director, officer, affiliate or shareholder of the Company, or any of
their  associates,  is a party adverse to the Company or any of its subsidiaries
or  has  a  material interest adverse to the Company or any of its subsidiaries.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders
--------  -----------------------------------------------------------

No  matter  was submitted during the forth quarter of the fiscal year covered by
this  Form  10-KSB  to  a  vote  of  the Company's security holders, through the
solicitation  of  proxies  or  otherwise.


PART  II


Item  5.     Market  for  Common  Equity  and  Related  Stockholder  Matters
--------     ---------------------------------------------------------------

(a.)     Market  Information
         -------------------

The  Company's  common  stock  became  tradable on October 11, 1999.  The common
stock  is  not  listed  on  any stock exchange.  Trading of the Company's common
stock  is  limited and sporadic and an established public market does not exist.

(b.)     Holders
         -------

As  of  March  15,  2001,  there  are  approximately  4,850  shareholders of the
Company's  outstanding  common  stock.

(c.)     Dividends
         ---------

The  Company  has  not  paid any cash dividends since inception (July 10, 1996).
Additionally,  dividends  are  not  anticipated  in  the  foreseeable  future.

                                     Page 8
<PAGE>

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation
--------  ----------------------------------------------------------------

The  Company  makes  forward-looking statements from time to time and desires to
take advantage of the "safe harbor"  which is afforded such statements under the
Private  Securities  Litigation  Reform Act of 1995 when they are accompanied by
meaningful  cautionary statements identifying important factors that could cause
actual  results  to  differ  materially  from  those  in  the  forward-looking
statements.

The  statements  contained  in  this report, which are not historical facts, are
forward-looking statements that involve risks and uncertainties that could cause
actual  results to differ materially from those set forth in the forward-looking
statements.  Any  projections of financial performances or statements concerning
expectations  as to future developments should not be construed in any manner as
a  guarantee  that such results or developments will, in fact, occur.  There can
be  no  assurance  that  any  forward-looking statement will be realized or that
actual  results  will not be significantly different from that set forth in such
forward-looking  statement.  In  addition  to  the  risks  and  uncertainties of
ordinary  business  operations,  the  forward-looking  statements of the Company
referred  to  above  are  also  subject  to  risks  and  uncertainties.

The  following  discussion  should  be read in conjunction with the consolidated
financial  statements  and  notes  thereto,  beginning  on  page  F-1.

Financial  Position
-------------------

 Significant  changes  in  the consolidated balance sheets from 1999 to 2000 are
highlighted  below.

Total  assets  increased from $12,381,335 at December 31, 1999 to $14,380,754 at
December  31,  2000.   The  Company's  available-for-sale fixed maturities had a
fair  value of $6,241,820 and amortized cost of $6,023,296 at December 31, 2000.
This  investment portfolio is reported at market value with unrealized gains and
losses,  net  of applicable deferred taxes, reflected as a separate component in
Shareholders' Equity.  Several of the short-term investments held by the Company
in  1999  were  either  sold  or  matured and the proceeds were used to purchase
investments  in available-for-sale fixed maturity investments with higher yields
during  2000.  This change caused a 42% decrease in short-term investments and a
126%  increase  (on  an  amortized cost basis) in the Company's fixed maturities
portfolio  from  1999  to  2000.

The Company limits credit risk by emphasizing investment grade securities and by
diversifying its investment portfolio among U.S. Government Agency and Corporate
bonds.  Credit  risk  is  further  minimized  by  investing  in  certificates of
deposit.  As  a  result,  management believes that significant concentrations of
credit  risk  do  not  exist.

During  July of 2000, advances to agents in the amount of $60,053 were converted
to  notes receivable to be collected over a three year period with a 9.5% annual
interest  rate.  These  notes  included  $41,054  of  balances  due  from agents
previously  deemed  to  be  uncollectible  and  expensed  in  prior  years.  A
corresponding  allowance for bad debts of $41,054 was established.  During 2000,
payments of $31,377 were received on the note balances and an additional $20,000
was  loaned  during  2000.  Notes  receivable, net of the valuation allowance of
$18,414,  is $30,262 at December 31, 2000.  There were no accounts receivable at
December  31,  1999.

During  2000, the Company purchased, through a private placement, 168,000 shares
of  common stock of Mid-Atlantic Capital Corporation ("MCC") of Charleston, West
Virginia for $16,800.  MCC intends to register a West Virginia intrastate public
offering of $12,000,000.  After MCC's private placement and public offerings are
complete,  the  Company  will  own 3.05% of the outstanding common stock.  These
shares  are  not registered under the Securities Act of 1933, and are subject to
restrictions on transferability and resales and may not be transferred or resold
except as permitted under the Act and applicable state securities laws, pursuant
to  registration  or  exemption  there  from.

                                     Page 9
<PAGE>

Deferred  policy acquisition costs, net of amortization, increased from $680,211
at  December  31,  1999  to  $1,272,554  at December 31, 2000 resulting from the
capitalization  of  acquisition expenses related to the increasing sales of life
insurance.  These  acquisition  expenses include commissions and management fees
incurred  in  the  first  policy  year.

Included  in property and equipment at December 31, 2000 and 1999, respectively,
is $1,247,740 and $325,169 in costs related to constructing a 20,000 square foot
office  building  to  be  used  for the Company s new home office facility.  The
Company  acquired  approximately  six and one-half acres of land for $325,169 in
1999, and the building is currently being constructed on approximately one-third
of  this land.  Approximately 10,000 square feet will be occupied by the Company
with  the  remaining  office  space to be leased to unaffiliated parties.  As of
February 28, 2001, the United States Department of Agriculture (USDA) has made a
five  year  commitment  to lease this space.  Although no formal lease agreement
has been executed, the USDA has agreed to pay annual rent of $179,902 commencing
on  May 15, 2001.  No other tenants are being sought at this time.  During 2000,
$287,070 was incurred for land preparation.  Additionally, building construction
costs,  including  $9,190  in  capitalized  interest  costs,  totaled  $635,501.

Liabilities  increased  to  $2,828,180  at  December  31,  2000 from $962,171 at
December  31,  1999.  A  significant  portion  of  this  increase is due to life
insurance  related  policy  liabilities.  Policy reserves established due to the
sale  of  life  insurance increased approximately 145% from 1999 to 2000.  These
reserves  are  actuarially determined based on such factors as insured age, life
expectancy,  mortality  and interest assumptions.  Liabilities for policy claims
are  recorded  based  on  reported death.  At December 31, 2000, the Company was
aware  of  one policy claim in the amount of $22,306.  There were no liabilities
for  policy  claims  at  December  31,  1999.

There was an increase in the amount of $475,251 for annuity contract liabilities
from  1999  to  2000.  According  to the design of FLAC's primary life insurance
product,  first  year premiums payments are allocated 100% to life insurance and
renewal  payments  are split 50% to life and 50% to annuity.  As of December 31,
1999, the Company had very few annuity deposits because most policies were still
within  their  first  policy  year.  Deposits  on  pending  policy  applications
represent  money  submitted  with  policy  applications  that  have not yet been
approved.  Any  increases  or  decreases in this liability from year to year are
due  to  the  timing  of  approval  and  delivery  of  the  new  business.

In  accordance  with  existing  reinsurance  agreements,  FLAC generally pays no
reinsurance  premiums  on first year individual business.  However, SFAS No. 113
requires  the  unpaid  premium  to  be  recognized  as  a first year expense and
amortized  over  the  estimated  life of the reinsurance policies.  FLAC records
this  unpaid premium as  Reinsurance premiums payable  in the balance sheets and
as  Reinsurance  premiums ceded  in the income statements.  At December 31, 2000
and  1999,  respectively,  the  unpaid  reinsurance premiums net of amortization
totaled  $28,561  and  $11,845.

During  2000,  the  Company  entered  into a twelve month construction loan with
Columbian  Bank  for $2,000,000 as partial financing of the construction project
discussed  above.  As  of  December 31, 2000, the note balance totaled $698,018.
Upon  completion  of  the  building,  management  will  either obtain permanent,
long-term,  financing  or  use  internal  funds  to repay the construction loan.

Federal  income  taxes  payable  are  due to deferred taxes established based on
timing  differences  between  income  recognized  for  financial  statements and
taxable income for the Internal Revenue Service.  These deferred taxes are based
on  the  operations  of  FLAC  and  on  unrealized  gains  of  fixed maturities.

                                    Page 10
<PAGE>

Results  of  Operations
-----------------------

The  Company completed a Kansas intra-state offering on January 11, 1999 raising
total  capital  of  approximately $13,750,000.  The offering, which commenced on
March  11,  1997,  provided  capital  to  form  a  wholly  owned  life insurance
subsidiary,  First  Life  America  Corporation  ("FLAC"); form a venture capital
subsidiary,  First  Capital  Venture,  Inc.  ("FCVI")  and  provide  working and
acquisition  capital.  FLAC commenced insurance operations on a limited basis in
November  of  1998.  In  January  of 1999, FLAC began full insurance operations.
Until  the marketing of life insurance began, the Company was in the development
stage.  Results of operations between the years ended December 31, 1999 and 1998
are  not  comparable  since insurance operations did not begin until November of
1998.

Significant  components  of  revenues  include  life  insurance premiums, net of
reinsurance,  and  net  investment  income.  The  following  table  provides
information  concerning  premium  income  for the years ended December 31, 2000,
1999,  and  1998:

<TABLE>
<CAPTION>



Modified payment whole life insurance:     2000         1999       1998
<S>                                     <C>          <C>          <C>
     First year                         $1,419,335   $1,086,234   $16,325
     Renewal                               560,747       16,551         -
Term insurance:
     First year                              8,993            -         -
                                        ----------   ----------   -------
Gross premium income                     1,989,075    1,102,785    16,325
Reinsurance premiums ceded                 (54,162)     (12,498)        -
                                        ----------   ----------   -------
Net premium income                      $1,934,913   $1,090,287   $16,325
                                        ==========   ==========   =======
</TABLE>

Gross  premium  income  for  1998,  which totaled $16,325 and was limited to one
month  of earnings, increased to $1,102,785 for the year ended December 31, 1999
and  to  $1,989,075  for  2000.  Of  the  $1,086,460 increase from 1998 to 1999,
$16,551  was  attributed to renewal income, of which there was none during 1998.
Due  to  product  design,  the  renewal  component  of  gross premiums increased
significantly  from $16,551 in 1999 to $560,747 in 2000.  During 2000, FLAC also
received  $8,993  in  premium  on its 10-year term product.  FLAC began offering
this  product  during  2000  to  meet niche marketing needs.  Management has not
actively  marketed  and  does not intend to actively market this product.  It is
typical  in  the insurance industry to reinsure a portion of the risk associated
with  life  policies.  The  Company pays premiums to another company who assumes
the  risk.  These  premiums  are  a  direct  reduction  of gross premium income.
Reinsurance  premiums  totaled  $54,162  in  2000 and $12,498 in 1999.  Since no
reinsurance  premiums  are  paid  on  first  year  life contracts, there were no
reinsurance  premiums  incurred  in  1998.

Net  investment income increased 56% from 1998 to 1999 and then 29% from 1999 to
2000.  In  1999,  the Company hired an investment manager to increase investment
yields.   During  1999  and  2000,  short-term  investments  were  converted  to
investments  in  available-for-sale  fixed  maturity  investments,  with  higher
yields.  The  invested  asset  mix,  combined with a growing invested asset base
each  year,  resulted  in  increased income from investments for the years ended
December  31,  2000  and  1999.

Benefits and expenses totaled $2,371,934, $1,620,229, and $695,829 for the years
ended  December  31,  2000,  1999,  and 1998, respectively.  Expenses related to
insurance  operations were incurred for full years during 2000 and 1999 and only
one  month  in  1998.  These expenses include reserves, commissions, interest on
policyholder premium deposits and annuities, agency expenses, and premium taxes.
Life  insurance  reserves  are  actuarially  determined based on such factors as
insured  age, life expectancy, mortality and interest assumptions.  As more life
insurance  is  written  and  existing policies reach additional durations, it is
reasonable  for  policy reserves to continue to increase.  Commission expense is
based  on  a percentage of premium and is determined in the product design.  The
Company's increases in commission expenses incurred for the years ended December
31, 2000 and 1999 are related to the increases in first year and renewal premium
income  during  each  respective  period.

Included  in  miscellaneous  taxes  for  each period is premium taxes, which are
incurred  as  a  percentage  of  premium  collected  and  payable  to the Kansas
Insurance  Department ("KID").  During 2000, FLAC recorded a refund due from the
KID  on overpayment of premium taxes for the year ended December 31, 1999.  This
caused  a significant decrease in miscellaneous taxes from 1999 to 2000.   There
were  no  premium taxes recorded for the year ended December 31, 1998.  Selling,
administrative  and  general  insurance  expenses (or agency expenses) are costs
associated  with  the  recruiting,  training,  development and incentives of the
sales  agents  as  well  as  marketing  and  administrative  costs.  These costs
increased  at reasonable rates during 1999 and 2000, along with increasing sales
production  and  continuing  growth  of  operations.

                                    Page 11
<PAGE>
Acquisition costs which are related to the sale of insurance are capitalized and
amortized  over  the  premium  paying  period of the associated policies.  These
costs include commissions and management fees incurred in the first policy year.
During  2000,  1999 and 1998, $1,158,212, $901,613 and $13,348, respectively, of
these  costs  had  been  capitalized  as  deferred policy acquisition costs. The
related  amortization  for the same periods totaled $565,869, $234,522 and $229,
respectively.

Salaries,  wages  and  employee  benefits  increased  from  $401,939  in 1998 to
$672,289  in  1999.  This  increase is due to additional personnel hired for the
administration  of life insurance operations.  Administrative fees-related party
are  paid  to  First Alliance Corporation ("FAC"), a shareholder of the Company,
for  underwriting  and accounting services.  During 2000 and 1999, respectively,
these  fees  totaled  $117,246  and  $60,531  and  were  calculated  based  on a
percentage  of FLAC's premium income collected.  In 1998, FAC charged a flat fee
of  $2,000  per  month  plus  a  percentage  of  FLAC's premium income earned in
December of 1998, for a total of $24,816.  Professional fees increased by 72% in
1999 and then by another 100% in 2000.  The following table provides information
concerning  professional  fees  for the years ended December 31, 2000, 1999, and
1998.


<TABLE>
<CAPTION>

                           2000     1999     1998
<S>                      <C>       <C>      <C>
Accounting               $ 35,016  $23,028  $11,063
Consulting                  2,600    1,300      192
Legal                      44,224   24,118   31,623
Actuary                    39,768   13,407      415
Transfer agent             27,065   12,428        -
                         --------  -------  -------
Total professional fees  $148,673  $74,281  $43,293
                         ========  =======  =======
</TABLE>

There  has  been  a steady increase in accounting fees over the last three years
due  to the increase of reporting requirements of the Company.  Accounting fees,
consisting  of  independent  auditor  fees,  increased  from  1998  to 1999 due,
primarily,  to  audit  work  performed  on  the newly operational life insurance
subsidiary.  These  fees increased again in 2000, primarily as a result of a new
Securities and Exchange Commission ("SEC") requirement that quarterly reports be
reviewed  by an independent auditor before being filed with the SEC.  Consulting
fees  doubled from 1999 to 2000.  During 2000, the Company utilized the services
of additional consultants to assist with product development and the training of
FLAC's  sales  force.

Legal  fees  decreased  from  1998  to 1999 with the completion of the Company's
public  stock  offering;  however,  such  fees  increased significantly in 2000.
During  2000, there were non re-occurring events that caused this 100% increase.
Neither  the Company nor any of its subsidiaries is a party to any pending legal
proceedings  including  any  proceedings  which  involve  property  owned by the
Company.

Fees  incurred  for actuarial services increased significantly from 1999 to 2000
in connection with product development.  These expenses may continue to increase
as new products are developed.   Transfer agents are utilized by the Company for
record  keeping of its common stock.  For a large portion of 1999, the Company's
common stock remained in escrow following the completion of the public offering,
and  no  expenses for transfer agents were incurred during this time.  Such fees
were  incurred  for  a  full  year  during  2000.

The  Company  pays  Advisory  Board  fees  to  Advisory Board Members throughout
Kansas.  Each Advisory Board Member receives stock in the Company based on first
year  premiums  written in his/her county.  These costs totaled $56,898, $43,283
and  $653  during  2000,  1999 and 1998, respectively.  Directors fees increased
from  $15,850 in 1998 to $27,775 in 1999 and then to $38,030 in 2000.  With FLAC
being  fully  operational during 1999, more directors meetings were held than in
1998.  During 2000, there were more board and committee  meetings as a result of
the building construction project.  Increases each year in other operating costs
and  expenses from year to year  are due to increased operations of the Company.

                                    Page 12
<PAGE>

Liquidity  and  Capital  Resources
----------------------------------

During  the  year  ended  December  31,  2000,  the Company maintained necessary
amounts  of liquid assets to meet operating demands, while continuing to utilize
excess sources of liquidity for new investments.  Net cash provided by operating
activities  during  2000  totaled  $98,435,  whereas  net  cash  of $109,199 and
$443,134  was  used  in operating activities during 1999 and 1998, respectively.
Cash  provided  by  increasing  insurance operations during these periods is the
primary reason for the positive cash flows for operating activities.  Increasing
insurance  operations  also  provided  a larger invested asset base in each year
presented,  which contributed to additional cash flows from operating activities
by  increasing  the  cash  collected  on  interest  income  from  investments.

FLAC's  insurance  operations generally receive adequate cash flows from premium
collections  and  investment income to meet their obligations.  Insurance policy
liabilities  are  primarily  long-term  and  generally are paid from future cash
flows.  A  significant  portion  of  the  Company's  invested assets are readily
marketable  and  highly  liquid.

Cash  collected  from  deposits  on  annuity  contracts and policyholder premium
deposits  of  FLAC  are  recorded  as  cash flows from financing activities.  As
discussed  above,  these  insurance  policy  liabilities are generally paid from
future  cash  flows;  therefore,  current  cash  flows  from these deposits help
finance  current  period  investing  activities.

The  Company  is  currently  constructing a building to be used as the Company's
home  office.   Management  expects  the project to be completed by May 1, 2001.
The  Company  entered  into a twelve month construction loan with Columbian Bank
for  $2,000,000  as partial financing of the project.  To obtain this financing,
$2,000,000 in short-term investments were pledged as collateral on the note with
Columbian Bank.  Cash flows used on the real estate project at December 31, 2000
totaled  $922,571,  of  which  $698,018  was  financed  with  the  $2,000,000
construction  loan  and  $224,553  was  financed  with  internal  funds.

Approximately  $1,852,260  of costs will be incurred during 2001 to complete the
project.  Most  of  these costs will be financed with the construction loan, and
the remainder will be financed with internal funds.  Management does not foresee
difficulty  in  meeting  the future demands of this commitment. A portion of the
costs  will  likely be offset by income earned from leasing approximately 10,000
square  feet  of  the  building to an unaffiliated party.  Management expects to
collect annual rent on this space in the amount of $179,902, commencing on May
15,  2001  (see  discussion  above  under  "Financial  position").

                                    Page 13
<PAGE>
------
Item  7.  Financial  Statements
--------  ---------------------

The  consolidated  financial  statements  and related notes are included in this
report  beginning  on  page  F-1.

Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
--------  ----------------------------------------------------------------------
Financial  Disclosure
---------------------

NONE


PART  III


Item  9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
--------  -------------------------------------------------------------------
          Compliance  With  Section  16  (a)  of  the Exchange  Act
          ----------------------------------------------------------

The  current  Executive  Officers  and  Directors of the Company are as follows:

<TABLE>
<CAPTION>

Name                  Age                     Position                        Term
--------------------  ---  -----------------------------------------------  --------
<S>                   <C>  <C>                                              <C>
Michael N. Fink        45  Chairman of the Board                            One Year

Rickie D. Meyer        49  President and Director                           One Year

Phillip M. Donnelly    49  Secretary/Treasurer/Vice President and Director  One Year

Danny N. Biggs         64  Director                                         One Year

Paul E. Burke, Jr.     67  Director                                         One Year

Edward C. Carter       58  Director                                         One Year

Kenneth L. Frahm       54  Director                                         One Year

John W. Hadl           61  Director                                         One Year

Stephen J. Irsik Jr.   54  Director                                         One Year

John G. Montgomery     61  Director                                         One Year

Harland E. Priddle     70  Director                                         One Year

Gary E. Yager          46  Director                                         One Year

</TABLE>

The Directors serve until their successors are elected and qualified.  Directors
will  be  elected annually by the stockholders.  The Executive Officers serve at
the  discretion  of  the  Board  of  Directors.  The  President,  Secretary  and
Treasurer  are  elected  at  the  annual  meeting  of the Board, while the other
officers  are  elected  by  the  Board  from  time  to  time  as the Board deems
advisable.  The  Executive  Officers  and Directors also hold the same positions
for  the  Company's  subsidiaries.  The  following is a brief description of the
previous  business  background  of  the  Executive  Officers  and  Directors:

                                    Page 14
<PAGE>

Michael  N.  Fink:  Mr.  Fink  has  twenty  years of experience in the insurance
-----------------
industry,  primarily  in  sales  management.  From 1981 to 1984, Mr. Fink was an
agent,  District Director, and Regional Director with Liberty American Assurance
Company  in  Lincoln,  Nebraska.  In 1984, Mr. Fink transferred to an affiliated
company,  Future  Security  Life,  in Austin, Texas, where he served as Regional
Director  and  Agency  Director  until  1988.  In  March  1988,  Mr. Fink became
affiliated  with  United  Income,  Inc. and United Security Assurance Company as
Agency Director and Assistant to the President.  In June 1993, Mr. Fink left the
United Companies and became President of First Alliance Corporation and its life
insurance  and  venture  capital  companies.

Rickie  D.  Meyer:  Mr.  Meyer has nineteen years of experience in the insurance
------------------
industry,  primarily  in  sales  management.  From May 1982 to October 1984, Mr.
Meyer was a life insurance agent, District Director and Executive Sales Director
with  Liberty American Assurance Company in Lincoln, Nebraska.  In October 1984,
Mr.  Meyer  transferred  to an affiliated company to become Agency Director.  In
1985,  Mr.  Meyer  left  Liberty  American to become an organizer and Zone Sales
Director  for United Trust, Inc. in Springfield, Illinois.  In January 1988, Mr.
Meyer  transferred  to  Columbus,  Ohio  to assist in the organization of United
Income, Inc. and served as Zone Sales Manager.  While with United Income, he was
promoted to Training Director in 1991 and to Agency Director in 1993.  Mr. Meyer
left  the  United  Companies  in  January  1996  to  form  the  Company.

Phillip  M.  Donnelly:   Mr.  Donnelly has twenty-one years of experience in the
----------------------
insurance  industry,  primarily  in  the  areas  of  financial  and  operations
administration.  He  served  as  Treasurer  and  Chief  Financial Officer of the
Cimarron  Life  Insurance  Company  from  1974  to 1986.  In 1986,  Mr. Donnelly
returned  to  college and received his M.B.A. in Accounting from Fort Hays State
University  in 1988.   In 1989, Mr. Donnelly became affiliated with The Franklin
Life  Insurance  Company  of Springfield, Illinois, where he served as Assistant
Vice  President  in  charge  of purchasing, budgeting, forecasting and strategic
planning  until his departure in 1997.  He then returned to Kansas and worked as
a  Financial  Manager for Cargill Corporation until 1999.  In 1999, Mr. Donnelly
joined  First  American  Capital  Corporation  and  became  Vice  President/
Secretary/Treasurer  and  Director  in  2000.

Danny  N.  Biggs:  Mr.  Biggs is Vice-President, Partner, General Superintendent
----------------
and  Director of Pickrell Drilling Company, Inc., Mobile Drilling Company, Inc.;
Central  Dirt  Service, Inc., and Pickrell Acquisitions, Inc. and also a Partner
in Kelly Petroleum.  Mr. Biggs is a past President of the Kansas Independent Oil
&  Gas  Association  ("KIOGA")  and is currently a member and director of KIOGA,
director  and president of Kansas Oil & Gas Hall of Fame & Museum Foundation and
director  of  Barton  County Historical Foundation.  He is a member of the Great
Bend  Chamber  of  Commerce,  American Petroleum Institute, Interstate Oil & Gas
Compact  Commission  Crude  Oil  Policy Committee, Association of Energy Service
Companies  and  the  Independent Petroleum Association of America.  He served as
Chairman  of  the  Mid-America Oil & Gas Technology Exposition, Vision 2000 Area
Relations/Image  Committee,  KIOGA  Membership Committee and general Chairman of
the  1992  KIOGA  Convention.  Mr.  Biggs is actively involved in numerous other
business,  civic and religious organizations including prior service as an Elder
in  the  Presbyterian  Church.

Paul  E.  Burke,  Jr.:  Mr.  Burke  is the President of Issues Management Group,
----------------------
Inc., a public relations and governmental affairs consulting company.  Mr. Burke
served  as  a  member  of  the Kansas State Senate from 1975 to January 1997 and
served  as  the  President of the Senate from 1989 until his retirement in 1997.
During  his  tenure  in  the  Kansas Senate, Mr. Burke served as Chairman of the
Organization,  Calendar  and  Rules,  Legislative  Coordinating  Council  and
Interstate  Cooperation  Committees.  Mr.  Burke  was  a  majority leader of the
Senate  from 1985 to 1988.  Mr. Burke has served in numerous national, state and
local  leadership  positions  including  past  positions  as  a  member  of  the
President's  Advisory Commission on Intergovernmental Relations.  He is also the
former  owner  of WEBBCO, Inc., an industrial engineering and equipment company.
Mr.  Burke  received  his  Bachelor  of  Science  degree  in  business  from the
University  of  Kansas  in  1956.

Edward C. Carter:  Mr. Carter is an entrepreneur and real estate developer.  Mr.
----------------
Carter  is  a  retired senior executive (1963-1992) with the Kansas Southwestern
Bell  Telephone  Company.  He  served  in  numerous  senior  executive positions
including  Division  Manager  Regulatory  Relations,  Regional  Vice  President
Southwestern  Bell  Telecom,  a  start up company serving a four state area, and
Kansas  Director  of  Marketing  and District Manager Residence Service Centers.
Mr.  Carter  served as City Commissioner and Mayor of Lawrence, Kansas from 1977
to 1981.  He was a director and President  of Lawrence, Kansas Rotary Club, past
Executive Board Member of the Kansas State Chamber of Commerce, past Chairman of
the Douglas County United Fund and Director and President of Junior Achievement.
He  is  a  Co-Recipient  of the Outstanding Kansan Award for Civic Service.  Mr.
Carter  was a member and All Conference guard on the Pittsburgh State University
National  Championship  Football  Team.  He  received  his  B.A.  in  Business
Administration  from  Pittsburgh  State  University  in  1963.

                                    Page 15
<PAGE>

Kenneth  L. Frahm:  Mr. Frahm is President of the Kansas Development and Finance
-----------------
Authority.  He  has  been  a self-employed farmer since 1975.  He currently owns
1,200  acres  of irrigated corn and dryland wheat production land and manages an
additional  4,500  acres,  producing over 400,000 bushes of grain per year.  Mr.
Frahm's operating entities include Allied Family Farm and Grain Management, Inc.
He is past Chairman and current member of the Board of Directors of 21st Century
Alliance, a closed co-op looking for value-added investments, a former member of
the  Board  of  Directors  of Bank IV Community Bank in Colby.  In addition, Mr.
Frahm  is  a  member  of  the  Agricultural  Use  Value  Committee of the Kansas
Department  of  Revenue,  a  member of the Board of Directors of the Kansas Area
United  Methodist  Foundation  and  Chairman  of  its Investment Committee, Past
President  and  Paul  Harris  Fellow  of the Rotary, a member of the Kansas Farm
Bureau,  Kansas  Livestock  Association, Kansas Corn Growers Association, Kansas
Association  of  Wheat  Growers and Vice President of the Kansas Water Resources
Association.  Mr.  Frahm  is  married  to  Sheila  Frahm, a former Kansas United
States  Senator  and  has  three  daughters.  Mr.  Frahm  received  his  B.A. in
Economics  in 1968 from Fort Hays Kansas State College and his M.B.A. in Finance
in  1969  from  the  University  of  Texas  at  Austin.

John  W. Hadl:  Mr. Hadl is an Associate Athletics Director at the University of
-------------
Kansas  in  Lawrence,  Kansas,  and he also heads the Williams Educational Fund,
which  provides  scholarship  assistance to more than 400 male and female Kansas
University  student-athletes.  With  a  membership  of  over  3,500  donors, the
Williams  Fund  raised  in excess of $3 million last year to pay the scholarship
expenses  of  student-athletes.  Prior  to  becoming  the  Associate  Athletics
Director, Mr. Hadl served as an Assistant Athletic Director and member of the KU
football  coaching  staff.  Mr.  Hadl  was a three year letterman at KU, earning
All-American  honors  at  two different positions-as a halfback in 1960 and as a
quarterback  in  1961.  He  was  All-Conference  three times.  After his college
career,  Mr.  Hadl,  went on to play professional football for 18 seasons in the
AFL,  NFL with San Diego, Los Angeles, Green Bay and Houston.  He was NFL Man of
the  Year in 1971 and the NFL's Most Valuable Player in 1973.  He played in four
AFL  All-Star games, three title games and led the league in passing in 1968 and
in  1971.  In  December of 1994, Mr. Hadl was inducted into the College Football
Hall  of  Fame.

Stephen J. Irsik:  Jr.  Mr. Irsik owns and operates a multi-county agri-business
----------------
centered in western Kansas.  The business deals with both irrigated and dry land
wheat, grain sorghum and corn, a yearling steer operation utilizing native grass
and  wheat  pasture.  Mr.  Irsik  also  owns a ranch operation which maintains a
spring  and  fall  cow  herd, employing "Embryo Transfer" for the development of
registered  Angus  bulls.  Mr.  Irsik  is  one  of  the owners of Irsik and Doll
Company,  a  grain storage, merchandising and full feeding cattle operation with
facilities across the State of Kansas.  Mr. Irsik is actively involved in public
service  and  has  been  elected  to  serve  a  third  term  on  the Gray County
Commission.  He  currently  serves  as a Board member of Dodge City Federal Land
Bank,  and  21st  Century  Alliance.  He is Chairman of the Kansas Ogallala Task
Force,  which  focuses on highlighting the importance of the Ogallala region and
its  water  supply  to agriculture, the State of Kansas & the nation.  Mr. Irsik
has  served  as  a  past  Board  member  of  the  Southwest  Kansas  Irrigation
Association,  Upper Ark Basin Advisory committee and the Ground Water Management
District  #3.  He received his undergraduate degree from Kansas State University
in  1969.

                                    Page 16
<PAGE>

John  G.  Montgomery:  Mr.  Montgomery  is  the  President  of  Montgomery
--------------------
Communications,  Inc. of Junction City, Kansas.  He is a newspaper publisher and
TV  station owner.  He is also Vice President of Travel Centre in Junction City.
His  current  business  affiliations  include Directorship's with the Associated
Press,  New  York  City;  First National Bank, Junction City; Automobile Club of
Kansas  and  Sprint/UTS  Midwest.  He  is  also  President  of the Junction City
Housing  and Development Corporation.  From 1964 to 1973 he was the Assistant to
the  President  at the San Francisco Newspaper Printing Company.  Mr. Montgomery
is  a  member  of  the  InterAmerican  Press  Association,  Inland  Daily  Press
Association  &  the  Kansas  Press  Association.  He  was  Civilian  Aid  to the
Secretary of the Army of Kansas from 1979-1981 and has again served in that role
since  1995.  He  has extensive state government service including Past Chairman
of  the Kansas Board of Regents, Past member of the Washburn University Board of
Regents,  Kansas,  Inc.  -  Science  and Technology Council, and 1986 Democratic
nominee  for  Lieutenant Governor.  His considerable civic involvement, in part,
includes being past President of the Junction City Chamber of Commerce, Director
and  past  President  of  the United Way, past Board member of the Boy Scouts of
America,  Coronado  Council,  past  Director of the YMCA, Trustee of the William
Allen  White  Foundation, Co-chair of Economic Lifelines, Board member of Kansas
Wildscape  and  the  Kansas 4-H and a member of the Rotary Club.  Mr. Montgomery
has  received  the  1975  Jaycees  Outstanding  Young  Man of Kansas Award, 1975
Junction  City  Jaycees  Distinguished  Service Award  and the Department of the
Army,  Patriotic Civilian Service Award.  He graduated from the Philips Academy,
Andover,  Massachusetts,  in 1958, Yale University in 1962, receiving a Bachelor
of  Arts Degree, and from Stanford University in 1964, where he received his MBA
Degree.

Harland E. Priddle:  Mr. Priddle is retired. He is the former Chairman and Chief
------------------
Executive  Officer of Network Trade Associates and President and Chief Executive
Officer  of  Mid-American International Trade Services, L.C.  Mr. Priddle is the
former  Kansas Secretary of Agriculture and served as the first Kansas Secretary
of  Commerce.  As  the  first Secretary of Commerce, he was directly involved in
the  creation  of  such  programs  as Kansas, Inc., Kansas Technology Enterprise
Corporation, Kansas Development Finance Authority and the Kansas Venture Capital
Corp.  He  was  candidate for Lt. Governor of Kansas in 1990.  He was the Deputy
Director of the White House Communications Agency for the President for a period
of  four  years  where  he  provided  support  and  accompanied the President on
approximately  200 Presidential trips.  Mr. Priddle specializes in international
trade  relations.  Mr. Priddle was the Vice President for Marketing and Customer
Services  for  the  Hutchinson National Bank from 1978 to 1981.  He retired from
the  United  States Air Force after 22 years with the rank of Colonel.  While in
the Air Force, he received 17 military decorations including the Bronze Star and
two  Legions  of  Merit.  He  received  a  B.S. in Agriculture from Kansas State
University  in  1952.

Gary  E.  Yager:  Mr.  Yager  recently became Executive Vice President and Chief
---------------
Executive  Officer  and  Senior  Lender of the Columbian Bank of Topeka, Kansas.
From  October  1986  to  December  1995,  Mr.  Yager  served  as either the Vice
President  and  Branch Manager or the Vice President of Commercial Loans for the
Commerce  Bank  and  Trust  of  Topeka, Kansas.  From 1976 to 1986, he served in
various  management  positions  with  Bank  IV  of  Topeka  including  Assistant
Vice-President  of  Correspondent  Banking  and  Branch  Manager.  Mr.  Yager is
currently  a  member  of  the  Board  of Directors of the Young Bank Officers of
Kansas,  Topeka-Shawnee  County  Certified Development Corporation, Contemporary
Housing  Alternatives  of  Topeka,  and  Quail Unlimited.  He is a member of the
Topeka  Chamber  of  Commerce,  former  member  of the Board of Directors of the
Topeka  Family  Service  and  Guidance  Center,  and  former  advisor  of Junior
Achievement.  He  is  a  past  member  of the Topeka Active 20-30 Club, where he
served  in  numerous  leadership  roles  including President and Treasurer.  Mr.
Yager received his BA degree in Business Administration from Washburn University
of  Topeka  in  1976.

Item  10.    Executive  Compensation
---------   ------------------------

The  following  table  sets  forth  amounts  earned  by  executive  officers  as
compensation  over  the  past  three  years:

<TABLE>
<CAPTION>

Annual  Compensation



                                                                Other Annual      All Other
Name and Principal Position  Year  Salary ($)  Bonus ($)(1)  Compensation($)(2)  Compensation
<S>                          <C>   <C>         <C>           <C>                 <C>
Rickie D. Meyer              2000      93,000        80,309                   0             0
President and Director       1999      90,485       124,255                   0             0
                             1998      77,500        50,000                   0             0

Michael N. Fink              2000      74,330        64,247                   0             0
Chairman and Director        1999      72,388        43,405                   0             0
                             1998      63,000        36,000                   0             0
<FN>

(1) Includes  incentive compensation pursuant to the Executive Employment Agreement,
     based  on  premiums.
(2) Other  Annual  Compensation  consists  of  automobile allowances  and personal disability
    and life insurance premiums.  The aggregate cost to the Company of such personal benefits
    did not exceed the lesser of $50,000 or 10% of  the  annual  salaries  received  by  Mr.
    Meyer  or  Mr.  Fink.
</TABLE>

Compensation  of  Directors
---------------------------

As  an annual retainer fee for directors who are not officers of the Company, an
attendance  fee  pool was established.  This pool consists of 1% of the premiums
delivered  in  each calendar year and is paid to each board member on a pro-rata
basis  determined  by his attendance of board meetings.  This fee was payable in
cash  for  2000, but for 2001 and the years following, the fee is  to be paid in
the  form  of  credit  against the purchase of Company stock.  In addition, each
Director  is  paid  $750  per  regular  meeting attended for the Company and its
subsidiaries,  $75 per telephonic board meeting, and $250 per committee meeting.
During  2000,  there  were  four  regular  and one telephonic Board of Directors
meetings.  In  addition,  there  were  four  audit  committee  meetings,  five
investment  committee  meetings,  and  four  compensation  committee  meetings.

Executive  Employment  Agreements
---------------------------------

On  October  30,  1998, the Company entered into Executive Employment Agreements
with Messrs. Meyer, Fink, and Haas.  The employment agreements are for a term of
four  years beginning November 1, 1998.  Annual compensation under the agreement
is  $90,000, $72,000 and $36,000 for Messrs. Meyer, Fink and Haas, respectively.
Included  in  these  agreements  is  a  clause  that requires the salaries to be
adjusted annually to reflect current costs of living.  Incentive compensation is
earned  based  on  percentages of first year life and renewal premiums of FLAC's
First  America  2000  product.   Mr.  Fink  and  Mr.  Meyer devote 40% and 100%,
respectively  of  their  time  to  the  operations  of  the  Company.
Mr.  Haas  resigned from the Company and its subsidiaries as Secretary/Treasurer
and  Director,  for personal reasons, effective March 10, 2000.  During his term
in  office,  Mr.  Haas devoted 20% of his time to the operations of the Company.
Mr.  Haas'  contract  provided  for  termination  upon  his  resignation.

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management
---------  ---------------------------------------------------------------------

The  following  table  sets  forth  information  as of March 15, 2001, regarding
ownership  of  Common  Stock of the Company by (i) the only persons known by the
Company  to  own  beneficially  more  than  5%  thereof;  (ii)  the  directors
individually;  and  (iii)  all  officers  and  directors  as  a  group.


<TABLE>
<CAPTION>


Name and Address of                            Amount and Nature
Beneficial Owner             Class of Stock  of Beneficial Ownership       Percent of Class
-------------------          --------------  ----------------------       -----------------
<S>                          <C>             <C>                     <C>  <C>
Michael N. Fink
2581 Walnut Grove Lane
Lexington, KY 40509          Common                         125,000                      2%

Rickie D. Meyer
3513 SW Alameda Dr
Topeka, KS 66611             Common                         526,000                    9.7%

Danny N. Biggs
2601 Canterbury
Great Bend, KS 67530         Common                          50,000  (1)                 *

Paul E. Burke, Jr.
26391 Cedar Niles Circle
Olathe, KS 66061             Common                          50,000                      *

Edward C. Carter
4100 Wimbledon Drive
Lawrence, KS 66047           Common                          65,000  (2)                 1%

Kenneth L. Frahm
Box 849
Colby, KS  67701             Common                          40,000                      *

John W. Hadl
313 Woodlawn Dr
Lawrence, KS 66049           Common                          40,000                      *

Stephen J. Irsik, Jr.
05405 Six Road
Ingalls, KS 67853            Common                          60,000                      1%

John G. Montgomery
510 Redbud Lane
Junction City, KS 66441      Common                          45,000                      *

Harland E. Priddle
8214 South Haven Rd
Burrton, KS  67020           Common                          40,000                      *

Gary E. Yager
3521 SW Lincolnshire
Topeka, KS 66614             Common                          40,000                      *

First Alliance Corporation
2285 Executive Drive
Suite 308
Lexington, KY 40505          Common                         525,000  (3)               9.7%

All Directors and
Officers as a Group                                       1,081,000                     20%
<FN>


*          Indicates  less  than  1%  ownership.

(1)     Excludes  5,000  shares  held by his son as to which Mr. Biggs disclaims beneficial
ownership.

(2)     Excludes  20,000  shares  held  by Becky Carter, Mr. Carter's wife, as to which Mr.
Carter  disclaims  beneficial  ownership.

(3)     FAC  is  a  financial  services holding company based in Lexington, Kentucky, which
wholly  owns  life  insurance and venture capital subsidiaries.  Messrs. Fink is an officer
and  director  of  FAC.
</TABLE>




Item  12.    Certain  Relationships  and  Related  Transactions
---------   ---------------------------------------------------
Messrs.  Michael  Fink  and  Rick  Meyer  and  First  Alliance  Corporation  are
promoters  of  the  Company.  Collectively, they hold 1,176,000 shares of Common
Stock  in the Company for which they paid aggregate consideration of $117,600 or
$.10  per  share.

                                    Page 17
<PAGE>

A  portion of the Company's short-term investments consisting of certificates of
deposit are purchased through Columbian Bank.  Mr. Gary Yager, a Director of the
Company,  is  the  Chief  Executive  Officer  of  this  bank.

The Company has contracted with First Alliance Corporation ("FAC") of Lexington,
Kentucky  to  provide  underwriting  and  accounting  services  for FLAC and the
Company.  Under  the  terms  of  the management agreement, the Company pays fees
based  on  a percentage of delivered premiums of FLAC.  The percentages are 5.5%
for  first year premiums; 4% of second year premiums; 3% of third year premiums;
2%  of fourth year premiums; 1% of fifth year premiums; 1% for years six through
ten  for  ten  year policies and .5% in years six through twenty for twenty year
policies.  Pursuant to the agreement, the Company incurred $117,247, $60,531 and
$816  of  management  fees  during  2000, 1999 and 1998, respectively.  FAC owns
approximately  9.7% of the Company's outstanding common stock as of December 31,
2000.

Item  13.  Exhibits  and  Reports  on  Form  8-K
---------  -------------------------------------

The  following  documents  are  filed  as  part  of  this  Form  10-KSB:

(a)   Exhibits.
       The  exhibits  listed  in  the  Index  to  Exhibits appearing on Page 21.
(b)  Reports  on  Form  8-K.
       NONE

                                    Page 18
<PAGE>

                                   SIGNATURES

In  accordance  with  Section  13  or  15  (d)  of the Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.


FIRST  AMERICAN  CAPITAL  CORPORATION


By  /s/ Rickie D. Meyer                                   Date 3/26/2001
                                                               ---------
     Rickie  D.  Meyer,  President/Director


By  /s/Phillip M. Donnelly                                Date 3/26/2001
                                                               ---------
     Phillip  M.  Donnelly,  Secretary/Treasurer/Vice
                                President/Director

                                    Page 19
<PAGE>

                                   SIGNATURES

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

By  /s/ Rickie D. Meyer                                       Date  3/26/2001
                                                                    ---------
     Rickie  D.  Meyer,  President/Director


By  /s/ Phillip M. Donnelly                                   Date  3/26/2001
                                                                    ---------
     Phillip  M.  Donnelly,  Secretary/Treasurer/Vice  President/Director


By  /s/ Michael N. Fink                                       Date  3/26/2001
                                                                    ---------
     Michael  N.  Fink,  Chairman/Director


By  /s/ Daniel N. Biggs                                       Date  3/26/2001
                                                                    ---------
     Daniel  N.  Biggs,  Director

By  /s/ Harland E. Priddle                                    Date  3/26/2001
                                                                    ---------
     Harland  E.  Priddle,  Director


By  /s/ Paul E. Burke, Jr                                     Date  3/26/2001
                                                                    ---------
     Paul  E.  Burke  Jr,  Director


By  /s/ Gary E. Yager                                         Date  3/26/2001
                                                                    ---------
     Gary  E.  Yager,  Director


                                    Page 20
<PAGE>

INDEX  TO  EXHIBITS
(Item  13(b))

The documents listed in the following table are filed as Exhibits in response to
Item  13(b).  Exhibits  listed  that  are not filed herewith are incorporated by
reference.

Exhibit  No.          Description
------------          -----------

3.1               Articles  of  Incorporation  (1)

3.2               By-laws

4                 Instruments  defining  the  rights  of  security  holders,
                   including  indentures  (1)

10                Material  Contracts  (1)

                  (a) Lease
                  (b) Advisory  Board  Contract
                  (c) Service  agreement  between  First  Life  America
                      Corporation  and  First  American  Capital  Corporation
                  (d) Service  agreement  between  First  American  Capital
                      Corporation and  First  Alliance  Corporation
                  (e) Management  employment  agreements
                  (f) Reinsurance  agreement  with  BMA

11               Statement  re  computation  of  per  share  earnings  (2)

21               Subsidiaries


(1)     Filed  as  an  Exhibit  to the Registrant's amended Form 10-SB, filed on
        August  13,  1999,  and  incorporated herein  by  reference.

(2)     Note  2  in  Notes to Consolidated Financial Statements included in this
        Report  on  Page  F-13.


                                    Page 21
<PAGE>

                                   EXHIBIT 21
               SUBSIDIARIES OF FIRST AMERICAN CAPITAL CORPORATION



           Name                            Jurisdiction  of  Incorporation
           ---------------------------------------------------------------


           First  Life  America  Corporation            Kansas
           First  Capital  Venture,  Inc.               Kansas


                                    Page 22
<PAGE>

                       FIRST AMERICAN CAPITAL CORPORATION

                 INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS





                                                                       Page
Consolidated  Financial  Statements                                   Numbers
-----------------------------------                                   -------


Independent  Auditors'  Report                                          F-2

Consolidated  Balance  Sheets  as  of  December  31,  2000  and  1999   F-3

Consolidated  Statements  of  Operations  for  the  years  ended
     December  31,  2000,  1999  and  1998                              F-5

Consolidated  Statements  of  Changes  in  Shareholders'  Equity  for
     the years ended  December  31,  2000,  1999,  and  1998            F-6

Consolidated  Statements  of  Cash  Flows  for  the  years  ended
     December  31,  2000,  1999,  and  1998.                            F-8

Notes  to  Consolidated Financial Statements                            F-10


                                      F-1
<PAGE>



     Independent  Auditors'  Report
     ------------------------------



Board  of  Directors  and  Shareholders
First  American  Capital  Corporation


We  have  audited the accompanying consolidated balance sheets of First American
Capital  Corporation  (a  Kansas  corporation) and subsidiary as of December 31,
2000 and 1999, and the related consolidated statements of operations, changes in
shareholders'  equity,  and cash flows for each of the three years in the period
ended  December  31, 2000.  These financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

     We  conducted  our  audits  in  accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

     In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the consolidated financial position of First American
Capital  Corporation  and  subsidiary  as of December 31, 2000 and 1999, and the
consolidated  results  of their operations and their consolidated cash flows for
each  of  the  three  years in the period ended December 31, 2000, in conformity
with  generally  accepted  accounting  principles.



/s/  KERBER,  ECK  &  BRAECKEL  LLP


Springfield,  Illinois
March  21,  2001

                                    F-2
<PAGE>

<TABLE>
<CAPTION>


                              FIRST AMERICAN CAPITAL CORPORATION

                                  CONSOLIDATED BALANCE SHEETS



                                                                           December 31,

                                                                         2000         1999
<S>                                                                   <C>          <C>
ASSETS
Investments:
      Securities available for sale, at fair value:
            Fixed maturities (amortized cost, $6,023,296
            in 2000 and $2,667,167 in 1999)                           $ 6,241,820  $ 2,631,102
      Policy loans                                                          5,990            -
      Notes receivable (net of valuation allowance of $18,414)             30,262            -
      Short-term investments                                            4,437,280    7,649,382
                                                                       ----------   ----------
Total investments                                                      10,715,352   10,280,484

Cash and cash equivalents                                                 832,485      793,885
Investments in related parties                                             16,800            -
Accrued investment income                                                 148,487      111,352
Accounts receivable                                                        93,167      136,564
Deferred policy acquisition costs (net of accumulated amort-
     ization of $800,619 in 2000 and $234,751 in 1999) respectively)    1,272,554      680,211
Property and equipment, net of accumulated depreciation                 1,283,522      357,367
Other assets                                                               18,387       21,472
                                                                       ----------   ----------
Total assets                                                          $14,380,754  $12,381,335
                                                                       ==========   ==========
</TABLE>

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                            FIRST AMERICAN CAPITAL CORPORATION

                          CONSOLIDATED BALANCE SHEETS (continued)

                                                                       December  31,


                                                                    2000          1999

LIABILITIES AND SHAREHOLDERS  EQUITY
<S>                                                             <C>           <C>
Policy and contract liabilities:
     Annuity contract liabilities                               $   486,533   $    11,282
Life policy reserves                                                919,635       374,298
     Liability for policy claims                                     22,306             -
     Policyholder premium deposits                                   74,469        66,321
Deposits on pending policy applications                              76,379       221,413
     Reinsurance premiums payable                                    28,561        11,845
                                                                ------------  ------------
Total policy and contract liabilities                             1,607,883       685,159

Commissions, salaries, wages and benefits payable                   114,018        67,806
Other liabilities                                                    28,811        52,181
Note payable                                                        698,018             -
Accounts payable to affiliate                                        18,047         9,160
Federal income taxes payable:
     Deferred                                                       361,403       147,865
                                                                ------------  ------------
Total liabilities                                                 2,828,180       962,171



Shareholders  equity:
Common stock, $.10 par value, 8,000,000 shares
     authorized; 5,418,860 shares issued and outstanding in
     2000 and 5,468,860 shares issued and outstanding in 1999       541,886       546,886
Additional paid in capital                                       12,230,005    12,230,005
Retained earnings - deficit                                      (1,176,785)   (1,331,924)
Accumulated other comprehensive income (loss)                       144,226       (23,803)
Less: treasury shares held at cost (115,000 shares
     in 2000 and 20,000 shares in 1999)                            (186,758)       (2,000)
                                                                ------------  ------------
Total shareholders  equity                                       11,552,574    11,419,164
                                                                ------------  ------------
Total liabilities and shareholders  equity                      $14,380,754   $12,381,335
                                                                ===========   ============

See  notes  to  consolidated  financial  statements.

</TABLE>
                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                               FIRST AMERICAN CAPITAL CORPORATION

                              CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                 Years ended December 31,

                                                            2000          1999          1998
<S>                                                     <C>           <C>           <C>
REVENUES
     Gross premium income                               $ 1,989,075   $ 1,102,785   $    16,325
     Reinsurance premiums ceded                             (54,162)      (12,498)            -
                                                         ----------    ----------    ----------
          Net premium income                              1,934,913     1,090,287        16,325
     Net investment income                                  699,245       543,990       348,591
     Net realized investment gains (losses)                    (908)            -             -
     Other income                                            30,565             -             -
                                                         ----------    ----------    ----------
     Total revenue                                        2,663,815     1,634,277       364,916

BENEFITS AND EXPENSES
Increase in policy reserves                                 545,337       368,804         5,494
     Policyholder surrender values                           14,887            54             -
     Interest credited on annuities and premium              21,683         3,236             -
     Death claims                                            22,306             -             -
Commissions                                                 863,159       631,929         9,267
Policy acquisition costs deferred                        (1,158,212)     (901,613)      (13,348)
Amortization of deferred policy acquisition costs           565,869       234,522           229
Selling, administrative and general
      insurance expenses                                    147,257       117,825        17,470
Salaries, wages and employee benefits                       682,458       672,289       401,939
Professional fees                                           148,673        74,281        43,293
     Miscellaneous taxes                                      6,360        24,921             -
Administrative fees - related party                         117,246        60,531        24,816
Advisory board and directors fees                            94,928        71,058        16,503
Rent expense                                                 37,788        33,517        33,066
Depreciation and amortization expense                        15,666        14,916        11,547
Other operating costs and expenses                          246,529       213,959       145,553
                                                         ----------    ----------    ----------
        Total benefits and expenses                       2,371,934     1,620,229       695,829
                                                         ----------    ----------    ----------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE                     291,881        14,048      (330,913)
                                                         ----------    ----------    ----------
Income tax expense                                          136,742       154,652         8,721
                                                         ----------    ----------    ----------
NET INCOME (LOSS)                                       $   155,139   $  (140,604)  $  (339,634)
                                                         ==========    ==========    ==========
NET INCOME (LOSS) PER COMMON SHARE-
     BASIC AND DILUTED                                  $      0.03   $     (0.03)  $     (0.11)
                                                         ==========    ==========    ==========

See  notes  to  consolidated  financial  statements.

</TABLE>
                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                                 FIRST AMERICAN CAPITAL CORPORATION

                                    CONSOLIDATED  STATEMENTS  OF
                                  CHANGES  IN  SHAREHOLDERS  EQUITY

                                                                  Years  ended  December  31,


                                                                2000          1999          1998

PREFERRED STOCK:
<S>                                                         <C>           <C>           <C>
Balance, beginning of year                                  $         -   $ 2,707,530   $   704,690
Sale of shares in public offering  (8,394 shares in
     1999 and 400,568 shares in 1998                                  -        41,970     2,002,840
Conversion of preferred to common (549,740
     preferred shares to 2,198,960 common shares)                     -    (2,748,700)            -
Call of preferred stock                                               -          (800)            -
                                                            ------------  ------------  ------------
Balance, end of year                                                  -             -     2,707,530

COMMON STOCK:
Balance, beginning of year                                      546,886       326,150       286,094
Sale of shares in public offering (8,394 shares in
     1999 and 400,568 shares in 1998)                                 -           840        40,056
Conversion of preferred to common                                     -       219,896             -
Common shares retired                                            (5,000)            -             -
                                                            ------------  ------------  ------------
Balance, end of year                                            541,886       546,886       326,150

ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of year                                   12,230,005     9,600,478     2,873,298
Sale of shares in public offering  (8,394 shares in
   1999 and 400,568 shares in 1998)                                   -       167,041     7,971,303
Conversion of preferred to common                                     -     2,528,804             -
Call of preferred stock                                               -        (3,184)            -
Cost of public offering                                               -       (63,134)   (1,244,123)
                                                            ------------  ------------  ------------
Balance, end of year                                        $12,230,005   $12,230,005   $ 9,600,478
</TABLE>

                                      F-6
<PAGE>

<TABLE>
<CAPTION>

                               FIRST AMERICAN CAPITAL CORPORATION

                                   CONSOLIDATED STATEMENTS OF
                           CHANGES IN SHAREHOLDERS  EQUITY (continued)


                                                              Years  ended  December  31,


                                                            2000          1999          1998
RETAINED EARNINGS-DEFICIT:
<S>                                                     <C>           <C>           <C>
Balance, beginning of year                              $(1,331,924)  $(1,191,320)  $  (851,686)
Net gain (loss)                                             155,139      (140,604)     (339,634)
                                                        ------------  ------------  ------------
Balance, end of year                                     (1,176,785)   (1,331,924)   (1,191,320)

ACCUMULATED OTHER COMPREHENSIVE INCOME:
     Balance, beginning of year                             (23,803)            -             -
          Net unrealized gain (loss) on
          available-for-sale securities                     168,029       (23,803)            -
                                                        ------------  ------------  ------------
     Balance, end of year                                   144,226       (23,803)            -

TREASURY STOCK:
Balance, beginning of year                                   (2,000)       (2,000)       (2,000)
Purchase of 95,000 common shares at cost                   (184,758)            -             -
                                                        ------------  ------------  ------------
Balance, end of year                                       (186,758)       (2,000)       (2,000)
                                                        ------------  ------------  ------------

TOTAL SHAREHOLDERS  EQUITY                              $11,552,574   $11,419,164   $11,440,838
                                                        ============  ============  ============


DISCLOSURE OF RECLASSIFICATION AMOUNT:

Unrealized holding gains (loss) arising during period   $   166,604   $   (23,803)  $         -
Less: reclassification adjustment for (gains) loss
     in net income                                            1,425             -             -
                                                        ------------  ------------  ------------
Net unrealized gains (loss) on securities               $   168,029   $   (23,803)  $         -
                                                        ============  ============  ============


See notes to consolidated financial statements.
</TABLE>

                                      F-7
<PAGE>

<TABLE>
<CAPTION>

                                           FIRST AMERICAN CAPITAL CORPORATION

                                        CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS


                                                                                       Years  ended  December  31,


                                                                                       2000        1999        1998
OPERATING ACTIVITIES:
<S>                                                                                 <C>         <C>         <C>
Net income (loss)                                                                   $ 155,139   $(140,604)  $(339,634)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
     Interest credited on annuities and premium deposits                               21,683       3,236           -
     Net realized investment (gains) losses                                               908           -           -
Provision for depreciation and amortization                                            15,666      14,916      11,547
     Amortization of premium and accretion of discount on
          fixed maturity and short-term investments                                   (12,159)       (131)          -
     Interest credited to certificates of deposit balances                            (84,612)          -           -
     Realized net gain on disposal of assets                                           (2,236)          -           -
Provision for deferred federal income taxes                                           126,978     155,850       4,277
     Other                                                                             (5,000)          -           -
Increase in accrued investment income                                                 (37,135)    (57,908)    (27,217)
     Decrease (increase) in accounts receivable                                        43,397     (81,979)     (4,554)
Increase in deferred policy acquisition costs, net                                   (592,343)   (667,092)    (13,119)
     Increase in policy loans                                                          (5,990)          -           -
Decrease (increase) in other assets                                                     3,085      (8,294)     (2,230)
Increase in policy reserves                                                           545,337     368,804       5,494
     Increase in liability for policy claims                                           22,306           -           -
Increase (decrease) in deposits on pending policy applications                       (145,034)    211,859       9,554
     Increase in reinsurance premiums payable                                          16,716      11,845           -
Increase (decrease) in current federal income taxes payable                                 -      (4,444)      3,451
Increase (decrease)  in commissions, salaries, wages and benefits payable              46,212      64,974    (108,553)
Increase (decrease) in accounts payable to affiliate                                    8,887      (5,969)      8,215
     Increase (decrease) in other liabilities                                         (23,370)     25,738       9,635
                                                                                    ----------  ----------  ----------
Net cash provided by (used in) operating activities                                 $  98,435   $(109,199)  $(443,134)
</TABLE>

                                      F-8
<PAGE>

<TABLE>
<CAPTION>

                              FIRST AMERICAN CAPITAL CORPORATION

                       CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)


                                                            Years  ended  December  31,



                                                          2000          1999          1998
INVESTING ACTIVITIES:
<S>                                                   <C>           <C>           <C>
     Purchase of available-for-sale fixed maturities  $(3,543,284)  $(2,667,036)  $         -
     Sale of available-for-sale fixed maturities          198,000             -             -
     Purchase of investments in related parties           (16,800)            -             -

     Additions to property and equipment, net            (939,585)     (340,778)      (27,759)
     Increase in notes receivable                         (30,262)            -             -
     Short-term investments (acquired) disposed, net    3,297,120     3,068,879    (7,794,922)
                                                      ------------  ------------  ------------
Net cash provided by (used in) investing activities    (1,034,811)       61,065    (7,822,681)

FINANCING ACTIVITIES:
Proceeds from public stock offering                             -       209,851    10,014,199
Call of preferred stock                                         -        (3,984)            -
Cost of stock offerings                                         -       (63,134)   (1,244,123)
Purchase of treasury stock                               (184,758)            -             -
     Proceeds from note payable                           698,018             -             -
     Deposits on annuity contracts, net                   457,424        11,227             -
     Policyholder premium deposits, net                     4,292        63,140             -
                                                      ------------  ------------  ------------
Net cash provided by financing activities                 974,976       217,100     8,770,076
                                                      ------------  ------------  ------------

Increase in cash and cash equivalents                      38,600       168,966       504,261

Cash and cash equivalents, beginning of year              793,885       624,919       120,658
                                                      ------------  ------------  ------------

Cash and cash equivalents, end of year                $   832,485   $   793,885   $   624,919
                                                      ============  ============  ============

See notes to consolidated financial statements.
</TABLE>
                                      F-9
<PAGE>


                       FIRST AMERICAN CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     NATURE  OF  OPERATIONS

First  American Capital Corporation (the  Company ) was incorporated on July 10,
1996  for  the  primary  purpose  of forming, owning and managing life insurance
companies.  On  March  11, 1997, the Company s registration statement filed with
the  Office  of the Kansas Securities Commissioner for a $12,500,000 intra-state
public  stock  offering,  which included a 10%  over-sale  provision (additional
sales of $1,250,000), was declared effective.  The  Company completed its public
stock  offering  on  January  11,  1999,  raising  total capital of $13,750,000.

The  Company  has  a  wholly-owned  insurance  subsidiary,  First  Life  America
Corporation  (  FLAC  ), which is domiciled in Kansas.  FLAC was incorporated on
July  15, 1997 and capitalized with $1,200,000.  On October 15, 1997, the Kansas
Insurance  Department  (  KID  )  granted  FLAC a Certificate of Authority.   On
December  10,  1998,  the Company provided FLAC with an additional $1,800,000 of
capital.  On  August  14, 2000 the Company contributed an additional $250,000 of
capital,  resulting  in total capitalization of $3,250,000. Insurance operations
commenced  on  November  19,  1998.  Prior  to  the  commencement  of  insurance
operations,  the  Company  was  in  the  developmental  stage.

The primary insurance product being marketed by FLAC is a modified payment whole
life  insurance  policy  with  a  flexible  premium  deferred  annuity rider.  A
modified  payment  whole  life  insurance policy requires premium payments to be
made  for  a certain number of years after which the policyholder is entitled to
full policy benefits.  Typical premium paying periods for modified payment whole
life  insurance  polices  are  ten,  fifteen  and twenty years.  FLAC s product,
marketed  as  the  First  America  2000,  combines both a ten and twenty payment
period  based  on  the issue age of the insured.  Issue ages from 0 to 20 and 66
through  80  are ten pay polices and issue ages from age 21 to 65 are twenty pay
policies.  Premium  payments  are  split  between  the life and annuity based on
percentages established in the product design.  First year premiums payments are
allocated  100% to life insurance and renewal payments are split 50% to life and
50%  to annuity.  The product is being sold in premium units with the ability to
purchase  either  fractional  or  multiple  units.  At  the  end of the required
premium  paying  period,  the  policyholder  may  continue  to make full premium
payments  into  the  annuity rider to provide for greater annuity accumulations.

The initial product was designed to provide life insurance benefits based on the
age  of the insured.  The coverage decreases each year until an ultimate benefit
amount is attained.  The annuity rider includes surrender charges which start at
9%  in the first year funded and decrease by 1% each subsequent year.  There are
no  additional  loads  or  fees.

The  Company  formed  First  Capital  Venture  Inc.  ( FCVI ), a venture capital
subsidiary  in  October  of  1998.  FCVI  has  yet  to  be  capitalized.

2.     SIGNIFICANT  ACCOUNTING  POLICIES

Basis  of  Presentation
-----------------------

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with  generally  accepted  accounting principles ( GAAP ) which, for
FLAC,  differ from statutory accounting practices prescribed or permitted by the
KID.

Certain  amounts  from  prior  years  have been reclassified to conform with the
current  year  s  presentation.  These  reclassifications  had  no  effect  on
previously  reported  net  income  or  shareholders  equity.

Principles  of  Consolidation
-----------------------------

The  accompanying  consolidated  financial  statements  include the accounts and
operations  of  the Company and its subsidiary, FLAC.  All intercompany accounts
and  transactions  are  eliminated  in  consolidation.

Managements  Estimates
----------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  management  to  make estimates and assumptions
that affect amounts reported in the financial statements and accompanying notes.
As  more  information  becomes  known,  actual  results  could differ from those
estimates.

Investments
-----------

The  Company  classifies  all  of  its  fixed  maturity  investments  as
available-for-sale.  Available-for-sale  fixed  maturities  are  carried at fair
value  with  unrealized  gains  and losses, net of applicable taxes, reported in
other  comprehensive income.  Policy loans are carried at unpaid balances.  Cash
equivalents consist of highly liquid investments with maturities of three months
or  less at the date of purchase and are carried at cost which approximates fair
value.  Notes  receivable  are  reported  at  unpaid  principal  balance, net of
allowance  for  uncollectible  amounts.  Short-term  investments  consist  of
investments  with original maturities of three months to one year are carried at
cost  which  approximates  fair  value.  Realized  gains  and losses on sales of
investments  are  recognized in operations on the specific identification basis.
Interest  earned  on  investments  is  included  in  net  investment  income.
Investments  in  related  parties  are  reported  at  cost  (see  Note  5).

Property  and  Equipment
------------------------

Property  and  equipment,  including  the home office building (see note 6), are
carried  at  cost  less  accumulated  depreciation.  Accumulated depreciation on
equipment  is  calculated  using  the  200%  declining  balance  method over the
estimated  useful  life  of  the respective assets.  Accumulated depreciation on
equipment  at  December 31, 2000 and 1999, respectively, is $42,860 and $31,259.
The  office  building  is  still under construction and not in use; accordingly,
accumulated  depreciation  for  the  building  has  not  yet  been  recorded.

                                      F-10
<PAGE>

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Office  Lease
-------------

The  Company  is  currently located in approximately 2,700 square feet of leased
office  space  at  3360  S.W. Harrison Street, Topeka, Kansas 66611.  This three
year  lease  commenced  on  July 11, 1996 and was renewed in July 1999 for a one
year period that expired on July 31, 2000.  Since the Company will be relocating
its  home office (see note 6), a new lease agreement has not been executed.  The
Company  leases  its current space on a month to month basis until completion of
the new building, which management expects to be May 1, 2001.  Effective June 1,
2000,  the  Company  sublet approximately 250 square feet of additional space at
$600  per month at the current location on a month to month basis.  Rent expense
for  the years ended December 31, 2000, 1999, and 1998 totaled $37,788, $33,517,
and  $33,066,  respectively.

Deferred  Policy  Acquisition  Costs
------------------------------------

Commissions  and  other  costs of acquiring life insurance, which vary with, and
are  primarily  related to, the production of new business have been deferred to
the  extent  recoverable  from  future  policy  revenues and gross profits.  The
acquisition  costs  are  being  amortized  over the premium paying period of the
related  policies  using  assumptions  consistent  with  those used in computing
policy  reserves.

Life  Policy  Reserves
----------------------

The  liabilities  for  future  policy  benefits  on the Company s life insurance
products  are  computed using the net level premium method and assumptions as to
investment  yields,  mortality,  withdrawals  and other assumptions, modified as
necessary  to  reflect anticipated trends and to include provisions for possible
unfavorable  deviations.  The  assumptions  utilized  were  7.25% for investment
yields, 1975-1980 select and ultimate tables for mortality, and Linton BA tables
for  withdrawal  rates.

Annuity  Contract  Liabilities
------------------------------

Annuity Contract Liabilities are computed using the retrospective deposit method
and consist of policy account balances before deduction surrender charges, which
accrue  to the benefit of policyholders.  Premiums received on annuity contracts
are  recognized  as  an  increase  in  a  liability  rather than premium income.
Interest  credited  on  annuity  contracts  is  recognized  as  an  expense.

Liability  for  Policy  Claims
------------------------------

Policy  claim  liabilities  are  based  on  reported  death  claims.

Policyholder  Premium  Deposits
-------------------------------

Policyholder  premium  deposits  represent  premiums received for the payment of
future  premiums  on  existing  policyholder contracts.  Interest is credited on
these  deposits  at  the  rate of 6%.  The premium deposits are recognized as an
increase  in  a  liability rather than premium income.  Interest credited on the
premium  deposits  is  recognized  as  an  expense.

                                      F-11
<PAGE>

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Premiums
--------

Life  insurance premiums for limited payment contracts are recorded according to
Statement  of  Financial  Accounting  Standard  ( SFAS ) No. 97.  Accounting and
Reporting  by  Insurance Enterprises for Certain Long-Duration Contracts and for
Realized  Gains  and Losses from the Sale of Investments.   Any gross premium in
excess  of  net  premium  is  deferred  and  recognized  in income in a constant
relationship  with  insurance  in  force.

Federal  Income  Taxes
----------------------

The  Company uses the liability method of accounting for income taxes.  Deferred
income  taxes are provided for cumulative temporary differences between balances
of  assets  and  liabilities  determined  under  generally  accepted  accounting
principles  and  balances  determined  for  tax  reporting  purposes.

Reinsurance
-----------

Estimated reinsurance receivables are reported as assets and are recognized in a
manner  consistent  with  the  liabilities  related  to the underlying reinsured
contracts, in accordance with Statement of Financial Accounting Standards ( SFAS
)  No.  113,  Accounting  and  Reporting  for  Reinsurance of Short-Duration and
Long-Duration  Contracts.

Common  Stock  and  Preferred  Stock
------------------------------------

The  common  stock is fully-paid and non-assessable with dividend rights subject
to  the  prior rights of the holders of preferred stock (prior to its conversion
to  common stock) and has full voting rights.  The preferred stock had no voting
rights,  had  a par and liquidation value of $5.00 per share of which dividends,
if  and  when declared, were to  be paid at the rate of 6% of the par value, and
was  convertible  into  four  shares  of  common  stock until July 11, 1999 (see
conversion  of  preferred  stock  and  call  of  preferred  stock).

Conversion  of  Preferred  Stock
--------------------------------

The  public offering was sold in units consisting of one share of common and one
share of preferred stock.  Each preferred share was convertible into four shares
of  common  stock.  Pursuant  to  the  terms  of  the Subscription Agreements, a
subscriber  could  elect,  at  the  time of the sale, to convert their shares of
preferred  stock  to shares of common stock upon issuance of stock certificates.
The  subscriber  was allowed to revoke this conversion during a six month period
starting  on the date the offering was completed.  The offering was completed on
January  11, 1999 and conversions were allowed until July 11, 1999.  On July 11,
1999,  substantially all of the preferred shareholders converted their preferred
shares  to  common  shares.

Call  of  Preferred  Stock
--------------------------

Before  July  11,  1999,  subscribers  owning a total of 160 shares of preferred
stock  revoked the conversion election (discussed above).  On December 10, 1999,
the  Company  called  those 160 shares of preferred stock at $5.00 per preferred
share.

                                      F-12
<PAGE>

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Net  Earnings  (Loss)  Per  Common  Share
-----------------------------------------

Net  income  (loss) per common share for basic and diluted earnings per share is
based  upon the weighted average number of common shares outstanding during each
year.  The  weighted average outstanding common shares was 5,387,767, 5,468,860,
and  3,046,043  for  the  years  ended  December  31,  2000,  1999  and  1998,
respectively.

Comprehensive  Income
---------------------

As  of  January  1,  1998, the Company adopted Statement of Financial Accounting
Standards  (  SFAS  )  No.  130,  Reporting Comprehensive Income.   SFAS No. 130
establishes  new rules for the reporting and display of comprehensive income and
its  components;  however,  the  adoption of this statement had no impact on the
Company  s  net  income  or  total  shareholder s equity.  SFAS No. 130 requires
unrealized gains and losses on the Company s available-for-sale securities to be
included  in  other  comprehensive  income.

3.  INVESTMENTS

The amortized cost and fair value of investments in fixed maturities at December
31,  2000  and  1999  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                        Gross        Gross
                         Amortized   Unrealized   Unrealized      Fair
                            Cost        Gains       Losses       Value
December 31, 2000:
-----------------------
<S>                      <C>         <C>          <C>          <C>
U.S. Government Agency   $2,898,553  $    84,248  $         -  $2,982,801
Corporate Bonds           2,764,743      136,665        2,389   2,899,019
Certificates of Deposit     360,000            -            -     360,000
                         ----------  -----------  -----------  ----------
Total                    $6,023,296  $   220,913  $     2,389  $6,241,820
                         ==========  ===========  ===========  ==========

December 31, 1999:
-----------------------
U.S. Government Agency   $1,140,813  $         -  $    15,631  $1,125,182
Corporate Bonds           1,166,354            -       20,434   1,145,920
Certificates of Deposit     360,000            -            -     360,000
                         ----------  -----------  -----------  ----------
Total                    $2,667,167  $         -  $    36,065  $2,631,102
                         ==========  ===========  -----------  ==========
</TABLE>

The  amortized  cost and fair value of fixed maturities at December 31, 2000, by
contractual  maturity,  are  shown  below.  Actual  maturities  may  differ from
contractual  maturities  because certain borrowers may have the right to call or
prepay  obligations.

<TABLE>
<CAPTION>
                                        Amortized Cost   Fair Value
<S>                                     <C>              <C>
Due in one year or less                 $       180,000  $   180,000
Due after one year through five years         3,708,444    3,832,343
Due after five years through ten years        2,134,852    2,229,477
                                        ---------------  -----------
                                        $     6,023,296  $ 6,241,820
                                        ===============  ===========
</TABLE>

The  fair  values for investments in fixed maturities are based on quoted market
prices.

3.  INVESTMENTS  (CONTINUED)

Included  in investments are securities which have a fair value of $1,785,831 at
December  31,  2000,  which  are  on  deposit  with  the  KID.

The Company limits credit risk by emphasizing investment grade securities and by
diversifying its investment portfolio among U.S. Government Agency and Corporate
bonds.  Credit  risk  is  further  minimized  by  investing  in  certificates of
deposits.  As  a  result, management believes that significant concentrations of
credit  risk  do  not  exist.

During  2000,  the Company had gross realized investment gains of $1,251.  There
were  no  realized  investment  gains  during  1999  or  1998.  Gross  realized
investment  losses  totaled  $2,159  in 2000.  There were no realized investment
losses  during  1999  or 1998.  These realized gains and losses during 2000 were
the  result  of  the  sale  of  available  for  sale fixed maturity investments.

During  July of 2000, advances to agents in the amount of $60,053 were converted
to  notes receivable to be collected over a three year period with a 9.5% annual
interest  rate.  These  notes  included  $41,054  of  balances  due  from agents
previously  deemed  to  be  uncollectible  and  expensed  in  prior  years.  A
corresponding  allowance for bad debts of $41,054 was established.  During 2000,
payments of $31,377 were received on the note balances and an additional $20,000
was  loaned  during  2000.  Notes  receivable, net of the valuation allowance of
$18,414,  is  $30,262  at  December  31,  2000.

The  carrying value of short-term investments approximates their fair value.  At
December  31,  2000  and  1999  the  fair  value  of  short-term investments was
$4,437,280  and  $7,649,382,  respectively.

Included  in  short-term  investments  are securities which have a fair value of
$2,000,000  at  December  31,  2000 which have been pledged as collateral on the
Company  s  note  with  Columbian  Bank  (see  note  8  -  Note  payable).

Interest  income  consists of interest earned on notes receivable, policy loans,
available-for-sale  securities  and  short-term  investments,  which  include
certificates  of  deposit.

Following  are  the  components  of  net  investment  income for the years ended
December  31,  2000,  1999  and  1998:

<TABLE>
<CAPTION>
                                    Year  ended  December  31,

                                    2000       1999       1998
<S>                               <C>        <C>        <C>
Investment income
 Fixed maturities                 $324,086   $ 18,079   $      -
 Notes receivable                    2,581          -          -
 Short-term and other investments  388,667    530,723    348,591
                                  ---------  ---------  --------
 Gross investment income           715,334    548,802    348,591
 Investment expenses               (16,089)    (4,812)         -
                                  ---------  ---------  --------
     Net investment income        $699,245   $543,990   $348,591
                                  =========  =========  ========
</TABLE>


                                      F-13
<PAGE>

4.  CONCENTRATIONS  OF  CREDIT  RISK

Credit  risk  is  limited  by  emphasizing  investment  grade  securities and by
diversifying  the  investment  portfolio  among  U.S.  Government  Agency  and
Corporate  bonds.  Credit risk is further minimized by investing in certificates
of  deposit.  Certain  certificates  of  deposit  and  cash  balances exceed the
maximum  insurance  protection  of  $100,000  provided  by  the  Federal Deposit
Insurance  Corporation ( FDIC ).  However, both certificates of deposit balances
and  cash  balances  exceeding  this  maximum  are  protected through additional
insurance.  The  Company  has  not  experienced  any losses in such accounts and
believes  it  is  not  exposed  to  any significant credit risk on cash and cash
equivalents.

5.  INVESTMENTS  IN  RELATED  PARTIES

On  June  20,  2000, the Company purchased, through a private placement, 168,000
shares  of  the  common  stock  of  Mid-Atlantic  Capital Corporation ( MCC ) of
Charleston,  West  Virginia  for  $16,800.  At December 31, 2000, MCC had raised
$544,500  from  the sale of private placement shares.  MCC intends to register a
West  Virginia  intrastate  public offering of $12,000,000.  After MCC s private
placement  and  public offerings are complete, the Company will own 3.05% of the
outstanding  common stock.  These shares are not registered under the Securities
Act  of 1933, and are subject to restrictions on transferability and resales and
may  not  be  transferred  or  resold  except  as  permitted  under  the Act and
applicable  state  securities  laws,  pursuant  to  registration  or  exemption
therefrom.  Michael  N.  Fink,  who is the Company s Chairman of the Board, will
also  serve  as  a  Co-chairman  of  the  Board  for  MCC.

6.  PROPERTY  AND  EQUIPMENT

During  1999, the Company acquired approximately six and one-half acres of land,
located  in  Topeka,  Kansas for $325,169.  A  20,000 square foot building to be
used  as a home office is currently being constructed on approximately one-third
of  this land.  Approximately 10,000 square feet will be occupied by the Company
with  the  remaining  office  space to be leased to unaffiliated parties.  Costs
incurred  to date at December 31, 2000 totaled $1,247,740, of which $612,239 was
related  to  land  cost  and  preparation  and $626,311 was related  to building
construction.  Also  included  in  total  property  of  $1,247,740, is $9,190 of
capitalized  interest  costs  incurred  on  the  construction loan (see note 8).

Contracts have been executed with a designer/architect and a building contractor
to  complete  the  building  construction  project  (see  note  14  -  Material
Commitments).  It  is anticipated that the remaining portion of the land will be
sold  after  the  completion  of  the  building.

The components of property and equipment as of December 31, 2000 and 1999 are as
follows:

<TABLE>
<CAPTION>

                                     2000        1999
<S>                               <C>          <C>

Property (home office building)   $1,247,740   $325,169
Less:  Accumulated depreciation            -          -
                                  -----------  ---------
Net property                       1,247,740    325,169
                                  -----------  ---------

Equipment                             78,642     63,457
Less: Accumulated depreciation       (42,860)   (31,259)
                                  -----------  ---------
Net equipment                         35,782     32,198
                                  -----------  ---------
Property and equipment, net       $1,283,522   $357,367
                                  ===========  =========
</TABLE>


7.  FEDERAL  INCOME  TAXES

The  Company  does  not file a consolidated federal income tax return with FLAC.
FLAC  is  taxed as a life insurance company under the provisions of the Internal
Revenue  Code  and must file a separate tax return for its initial five years of
existence.  Federal  income  tax  expense for the years ended December 31, 2000,
1999,  and  1998  consisted  of  the  following:

<TABLE>
<CAPTION>
                             Years  ended  December  31,


                              2000      1999      1998
<S>                         <C>       <C>        <C>
Current                     $  9,764  $ (1,198)  $4,444
Deferred                     126,978   155,850    4,277
                            --------  ---------  ------
Federal income tax expense  $136,742  $154,652   $8,721
                            ========  =========  ======
</TABLE>

Federal  income  tax  expense  differs  from the amount computed by applying the
statutory  federal  income  tax  rate  of  34%  as  follows:

<TABLE>
<CAPTION>
                                                           Years  ended  December  31,

                                                          2000       1999        1998
<S>                                                     <C>        <C>        <C>
Federal income tax expense (benefit) at statutory rate  $ 99,240   $  4,776   $(112,510)

Small life insurance company deduction                   (30,118)         -     (11,037)
Increase in valuation allowance                           83,561    187,869     135,182
Surtax exemptions                                        (10,315)         -      (2,914)
Other                                                     (5,626)   (37,993)          -
                                                        ---------  ---------  ----------
Federal income tax expense                              $136,742   $154,652   $   8,721
                                                        =========  =========  ==========
</TABLE>

7.  FEDERAL  INCOME  TAXES  (CONTINUED)

Deferred  federal  income  taxes  reflect  the  impact  of temporary differences
between  the  amount  of assets and liabilities for financial reporting purposes
and  such  amounts  as  measured  by  tax  laws  and  regulations.  Significant
components  of  the  Company  s  net  deferred  tax  liability  are  as follows:

<TABLE>
<CAPTION>

                                                   December  31,
                                                 2000        1999
<S>                                           <C>         <C>
Deferred tax liability:
     Due and deferred premiums                $  15,936   $   2,912
     Deferred policy acquisition costs          362,525     203,867
     Net unrealized investment gains             74,298           -
                                              ---------   ----------
Total deferred tax liability                    452,759     206,779

Deferred tax asset:
     Net unrealized investment losses                 -      12,262
     Policy reserves                             82,446      44,079
     Reinsurance premiums                         8,910       2,573
Net operating loss carry forward                634,917     551,356
Alternative minimum tax credit carry forward      1,198       1,198
                                              ----------  ----------
Total deferred tax asset                        727,471     611,468
Valuation allowance                            (636,115)   (552,554)
                                              ----------  ----------
Net deferred tax asset                           91,356      58,914
                                              ----------  ----------
Net deferred tax liability                    $ 361,403   $ 147,865
                                              ==========  ==========
</TABLE>


The  Company  has  net operating loss carry forwards of approximately $1,867,404
expiring  in 2011 through 2020.  These net operating loss carry forwards are not
available  to offset FLAC income.  FLAC has alternative minimum tax credit carry
forwards  of  $1,198,  which  have  no expiration date.  Federal income taxes of
$20,100  and  $993  were paid during 1999 and 1998, respectively.  There were no
Federal  income  taxes  paid  during  2000.

8.  NOTE  PAYABLE

To  finance  the  cost  of  the  building construction project (see note 6), the
Company entered into a twelve month, $2,000,000 construction loan with Columbian
Bank.  The  Company  has  pledged certificates of deposit totaling $2,000,000 as
collateral  for  the  loan.  Under the terms of the agreement, interest expense,
which  is  paid  monthly,  is calculated based on the Company s highest interest
rate earned on any pledged certificate of deposit plus one percent.  At December
31,  2000,  the  interest  rate on the note balance was 8.25%.  The note balance
totaled  $698,018  at  December  31,  2000  and the related interest payable was
$3,359.  Upon  completion  of  the  building,  management  will  either  obtain
permanent  financing  or  use  internal  funds  to  repay the construction loan.


                                      F-14
<PAGE>

9.  SHAREHOLDERS  EQUITY  AND  STATUTORY  ACCOUNTING  PRACTICES

FLAC  prepares  its  statutory-basis  financial  statements  in  accordance with
statutory  accounting  practices  (  SAP  )  prescribed or permitted by the KID.
Currently,   prescribed  statutory  accounting practices include state insurance
laws,  regulations,  and  general  administrative rules, as well as the National
Association  of  Insurance  Commissioners  (  NAIC  )  Accounting  Practices and
Procedures  Manual  and  a  variety  of  other  NAIC  publications.   Permitted
statutory  accounting  practices encompass all accounting practices that are not
prescribed;  such  practices  may  differ  from  state to state, may differ from
company  to  company within a state, and may change in the future.  During 1998,
the  NAIC  adopted  codified  statutory  accounting principles ( Codification ).
Codification  will  change,  to  some  extent,  prescribed  statutory accounting
principals  that  the  insurance  subsidiary uses to prepare its statutory-basis
financial  statements.  Codification  will replace the NAIC Accounting Practices
and  Procedures  Manual  and  will  be  effective  January  1,  2001.  However,
management believes that the impact of Codification will not be material to FLAC
s  statutory-basis  financial  statements.

Net  income  for  2000,  1999,  and 1998 and capital and surplus at December 31,
2000, 1999, and 1998 for the Company s insurance operations as reported in these
financial  statements  prepared  in  accordance with GAAP as compared to amounts
reported  in  accordance  with  SAP  prescribed  or  permitted by the KID are as
follows:

<TABLE>
<CAPTION>
                       GAAP                                       SAP
                      ------                                     -----
      Net Income (loss)   Capital and Surplus   Net Income (loss)   Capital and Surplus
      ------------------  --------------------  ------------------  --------------------
<S>   <C>                 <C>                   <C>                 <C>
2000  $          400,907  $          4,046,552  $          68,787   $          3,252,279

1999             263,432             3,317,886           (100,572)             2,880,773

1998              57,959             3,063,584             47,931              3,050,432
</TABLE>



Principal  differences  between  GAAP and SAP include: a) costs of acquiring new
policies are deferred and amortized for GAAP; b) benefit reserves are calculated
using more realistic  investment, mortality and withdrawal assumptions for GAAP;
c)  deferred  income  taxes  are provided for GAAP; d) statutory asset valuation
reserves  are  not  required for GAAP;  and e) available-for-sale fixed maturity
investments are reported at fair value with unrealized gains and losses reported
as  a  separate  component  of  shareholders  equity  for  GAAP.

Statutory  restrictions  limit the amount of dividends which may be paid by FLAC
to  the  Company.  Generally,  dividends during any year may not be paid without
prior  regulatory  approval,  in  excess  of  the lesser of (a) 10% of statutory
shareholders  surplus  as  of  the  preceding  December 31, or (b) statutory net
operating  income  for  the preceding year.  In addition, FLAC must maintain the
minimum  statutory  capital and surplus, $1,200,000, required for life insurance
companies  domiciled  in  Kansas.


                                      F-15
<PAGE>

The  KID  imposes  on  insurance  enterprises minimum risk-based capital ( RBC )
requirements  that were developed by the NAIC.  The formulas for determining the
amount  of  RBC  specify  various weighing factors that are applied to financial
balances  or  various  levels of activity based on the perceived degree of risk.
Regulatory  compliance  is  determined by ratio (the  Ratio ) of the enterprises
regulatory  total  adjusted  capital,  as defined by the NAIC, to its authorized
control  level  RBC, as defined by the NAIC.  Enterprises below specific trigger
points  or  ratios  are classified within certain levels, each of which requires
specified  corrective action.  FLAC has a ratio that is in excess of the minimum
RBC  requirements;  accordingly,  FLAC  meets  the  RBC  requirements.

10.  REINSURANCE

To minimize the risk of claim exposure to surplus, FLAC reinsures all amounts of
risk  on  any  one  life  in  excess  of  $50,000 for individual life insurance.
Accidental death benefits are 100% reinsured.  All amounts greater than $50,000,
except term insurance, and all accidental death policies,  are ceded to Business
Men  s  Assurance  Company  ( BMA ).  At December 31, 2000 and 1999, the Company
ceded  $24,259,688  and  $8,755,634,  respectively,  of  insurance  in-force and
received  reserve  credits  of $67,331 in 2000 and $33,575 in 1999.  Pursuant to
the terms of the agreement with BMA,  FLAC pays no reinsurance premiums on first
year  individual business.  However, SFAS No. 113 requires the unpaid premium to
be  recognized  as a first year expense and amortized over the estimated life of
the  reinsurance  policies.  FLAC  records  this  unpaid premium as  Reinsurance
premiums  payable  in  the  accompanying  balance  sheet  and  recognized  as
Reinsurance  premiums  ceded  in the accompanying income statement.  At December
31,  2000  and  1999,  respectively,  the  unpaid  reinsurance  premiums  net of
amortization  totaled  $28,561  and $11,845.  To the extent that the reinsurance
companies  are  unable  to  fulfill  their  obligations  under  the  reinsurance
agreements, FLAC remains primarily liable for the entire amount at risk.  During
2000 and 1999, respectively, FLAC paid $37,446 and $653 of reinsurance premiums.
No  reinsurance  premiums  were  paid  during  1998.

11.  RELATED  PARTY  TRANSACTIONS

Effective  December  31, 1998, the Company entered into a service agreement with
FLAC to provide personnel, facilities, and services to FLAC.  The services to be
performed  pursuant to the service agreement are underwriting, claim processing,
accounting,  processing  and servicing of policies, and other services necessary
to  facilitate  FLAC  s business.  The agreement is in effect until either party
provides  ninety  days written notice of termination.  Under the agreement, FLAC
pays monthly fees based on life premiums delivered by FLAC.  The percentages are
25%  of first year life premiums; 40% of second year life premiums; 30% of third
year life premiums, 20% of fourth year life premiums and 10% of life premiums in
years  five  and thereafter.  FLAC retains general insurance expenses related to
its sales agency, such as agent training and licensing, agency meeting expenses,
and  agent s health insurance.  Pursuant to the terms of the agreement, FLAC had
incurred  expenses of $562,686, $275,375 and $4,081 for the years ended December
31,  2000,  1999  and  1998,  respectively.

The Company has contracted with First Alliance Corporation ( FAC ) of Lexington,
Kentucky  to  provide  underwriting  and  accounting  services  for FLAC and the
Company.  Under  the  terms  of  the management agreement, the Company pays fees
based  on  a percentage of delivered premiums of FLAC.  The percentages are 5.5%
for  first year premiums; 4% of second year premiums; 3% of third year premiums;
2%  of  fourth  year  premiums,  1% of fifth year premiums, and 1% for years six
through ten for ten year policies and .5% in years six through twenty for twenty
year  policies.  Pursuant  to  the  agreement,  the  Company  incurred $117,246,
$60,531  and  $816  of management fees during 2000, 1999 and 1998, respectively.
Under  a  separate  agreement,  the Company paid $24,000 in fees to FAC in 1998.
FAC  owns  approximately  9.7%  of  the  Company  s  outstanding  common shares.

                                      F-16
<PAGE>

12.  FAIR  VALUES  OF  FINANCIAL  INSTRUMENTS

The  fair  values of financial instruments, and the methods and assumptions used
in  estimating  their  fair  values,  are  as  follows:

Fixed  Maturities
-----------------

Fixed  maturities  are  carried  at  fair value in the accompanying consolidated
balance  sheets.  The  fair value of fixed maturities are based on quoted market
prices.  At  December  31,  2000 and 1999, respectively, the fair value of fixed
maturities  was  $6,241,820  and  $2,631,102.

Short-term  Investments
-----------------------

The  carrying value of short-term investments approximates their fair value.  At
December  31,  2000  and  1999  the  fair  value  of  short-term investments was
$4,437,280  and  $7,649,382,  respectively.

Cash  and  Cash  Equivalents
----------------------------

The  carrying values of cash and cash equivalents approximate their fair values.
At  December  31,  2000 and 1999 the fair value of cash and cash equivalents was
$832,485  and  $793,885,  respectively.

Policy  Loans
-------------

The  carrying  value of policy loans approximates their fair value.  At December
31,  2000 the fair value of policy loans was $5,990.  There were no policy loans
at  December  31,  1999.

Investments  in  Related  Parties
---------------------------------

The  Company  holds  investments  in  related parties of $16,800 at December 31,
2000.  These  investments  represent  organizer  shares purchased in the initial
private  placement of the respective entity and are restricted under Rule 144 of
the Act.  Accordingly, there are not quoted market prices for these investments.
These  investments  are carried at cost in the accompanying consolidated balance
sheets.

Notes  Receivable
-----------------

The  carrying  value  of  notes  receivable  approximates  their fair value.  At
December  31,  2000, the fair value of notes receivable was $30,262.  There were
no  notes  receivable  at  December  31,  1999.

                                      F-17
<PAGE>

13.  COMPREHENSIVE  INCOME

In  1998,  the  Financial  Accounting  and  Standards  Board issued Statement of
Financial Accounting Standard ( SFAS ) No. 130,  Reporting Comprehensive Income.
SFAS 130 requires the detail of comprehensive income for the reporting period be
disclosed  in  the  financial  statements.  Comprehensive income consists of net
income  or  loss  for the current period adjusted for income, expenses gains and
losses  that are reported as a separate component of shareholders  equity rather
than  in  the  statement  of  operations.  The  financial  statements  have been
prepared  in  accordance  with  SFAS  130.

The components of comprehensive income (loss) along with the related tax effects
are  presented  for  2000,  1999,  and  1998.  There was no comprehensive income
(loss)  reported  during  1998  because  there  were  no  investments  in  fixed
maturities  until  1999.

<TABLE>
<CAPTION>

                                                             2000        1999        1998
<S>                                                        <C>        <C>         <C>
Unrealized gain/(loss) on available-for-sale securities:
    Unrealized holding gains/(losses) during the period    $252,430   $ (36,065)  $       -
          Tax benefit/(expense)                             (85,826)     12,262           -
                                                           ---------  ----------  ----------
                                                            166,604     (23,803)          -
Plus:
     Adjustment for losses realized in net income             2,159           -           -
          Tax benefit/(expense)                                 734           -           -
                                                           ---------  ----------  ----------
                                                              1,425           -           -
                                                           ---------  ----------  ----------

Other comprehensive income/(loss)                          $168,029   $ (23,803)  $       -
                                                           =========  ==========  ==========

Net income/(loss)                                          $155,139   $(140,604)  $(339,634)
     Other comprehensive income/(loss) net of tax
         effect:
              Unrealized investment gain/(loss)             168,029     (23,803)          -
                                                           ---------  ----------  ----------
Comprehensive income/(loss)                                $323,168   $(164,407)  $(339,634)
                                                           =========  ==========  ==========

Net income/(loss)per common share-basic and diluted        $   0.06   $   (0.03)  $   (0.11)
                                                           =========  ==========  ==========
</TABLE>

14.  SEGMENT  INFORMATION

SFAS  No.  131,  Disclosures  about  Segments  of  an  Enterprise  and  Related
Information,  become  effective  for  1998 and superseded SFAS No. 14.  SFAS No.
131  requires  a  management  approach  (how management internally evaluates the
operating  performance  of  its  business units) in the presentation of business
segments.  The  segment  data  that follows has been prepared in accordance with
SFAS  No.  131.  The  operations  of  the Company and its subsidiaries have been
classified  into  two  operating segments as follows: life and annuity insurance
operations  and  corporate  operations.  Segment  information as of December 31,
2000,  1999  and  1998  and  for  the  years  then  ended  is  as  follows:

<TABLE>
<CAPTION>

                                            2000          1999          1998
<S>                                     <C>           <C>           <C>
Revenues:
Life and annuity insurance operations   $ 2,181,628   $ 1,243,323   $    91,848
Corporate operations                        482,187       390,954       273,068
                                        ------------  ------------  ------------
Total                                   $ 2,663,815   $ 1,634,277   $   364,916
                                        ============  ============  ============

Income (loss) before income taxes:
Life and annuity insurance operations   $   537,649   $   418,084   $    66,680
Corporate operations                       (245,768)     (404,036)     (397,593)
                                        ------------  ------------  ------------
Total                                   $   291,881   $    14,048   $  (330,913)
                                        ============  ============  ============

Assets:
Life and annuity insurance operations   $ 6,024,504   $ 4,255,380   $ 3,113,186
Corporate operations                      8,356,250     8,125,955     8,395,825
                                        ------------  ------------  ------------
Total                                   $14,380,754   $12,381,335   $11,509,011
                                        ============  ============  ============

Depreciation and amortization expense:
Life and annuity insurance operations   $   565,869   $   234,522   $       229
Corporate operations                         15,666        14,916        11,547
                                        ------------  ------------  ------------
Total                                   $   581,535   $   249,438   $    11,776
                                        ============  ============  ============
</TABLE>

15.  COMMITMENTS

The  Company  is  currently  constructing a building to be used as the Company s
home  office  (see  note  6).  Management estimates land improvement costs to be
$536,496,  of  which  $287,070  has  been incurred as of December 31, 2000.  The
Company  contracted  with  Schwerdt  Design  Group,  Inc.  of  Topeka, Kansas as
designer/architect  and  Ferrell  Construction  of  Topeka,  Inc.  as  building
contractor.  Based  on  quoted  costs  and  other  management  estimates,  total
estimated  land  and  building  construction costs will be $3,100,000.  Of these
estimated  total  costs,  $1,247,740  has  been  incurred  at December 31, 2000,
leaving  estimated  remaining  costs  of  $1,852,260.

Management  expects  the  project  to  be completed by May 1, 2001.  The Company
entered into a twelve month construction loan with Columbian Bank for $2,000,000
(see  note  8)  as  partial  financing of the project.  As of December 31, 2000,
$698,018  of  the  $2,000,000  construction  loan  had  been  borrowed,  leaving
available  funds  in  the  amount  of  $1,301,982  to complete the project.  The
remaining  estimated  costs  of  $550,278  will be financed with internal funds.
Included  in total estimated costs of $3,100,000 is an approximate $350,000 cost
to  finish approximately 10,000 square feet of interior space to be leased to an
unaffiliated  party.