0001331186-06-000011.txt : 20061214 0001331186-06-000011.hdr.sgml : 20061214 20060316161737 ACCESSION NUMBER: 0001331186-06-000011 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 20 FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20061017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Premier Indemnity Holding CO CENTRAL INDEX KEY: 0001354549 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 202680961 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-132482 FILM NUMBER: 06692200 BUSINESS ADDRESS: STREET 1: P.O. BOX 2700 CITY: BIG FORK STATE: MT ZIP: 59911 BUSINESS PHONE: 406-837-1810 MAIL ADDRESS: STREET 1: P.O. BOX 2700 CITY: BIG FORK STATE: MT ZIP: 59911 SB-2 1 sb2premin0306.htm PREMIUM INDEMNITY HOLDING CO SB-2

As filed with the Securities and Exchange Commission on March 16, 2006 Registration No. _____________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM SB-2

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PREMIER INDEMNITY HOLDING COMPANY

(Name of small business issuer in its charter)

3001 N Rocky Point Dr, Ste 200

Tampa, FL 33607

813-286-6194

(Name, address and telephone number of Registrant)

FLORIDA
(State or other jurisdiction of
incorporation or organization)

6331

(Primary Standard Industrial Classification Code Number)

20-2680961
(I.R.S. Employer
Identification No.)

Stephen L. Rohde

Premier Indemnity Holding Company

3001 N Rocky Point Dr, Ste 200

Tampa, FL 33607

813-286-6194

With a copy to

William M. Aul, Esq.

Law Offices of William M. Aul

7676 Hazard Center Drive, Suite 500

San Diego, California 92108

(619-497-2555)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered⁽¹⁾	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Common stock	17,500,000⁽¹⁾	$1.00.⁽²⁾	$17500,000	$1,872.50

(1) Of the shares of common stock being registered hereby, 15,000,000 shares are to be offered and sold by the Registrant and 2,500,000 shares are to offered and sold by a selling stockholder.

(2) The offering price has been arbitrarily determined by the Registrant and bears no relationship to assets, earnings, or any other valuation criteria.

(3) The Registrant will not receive any of the proceeds from the sale by the selling shareholder of its shares.

(4)	Estimated in accordance with Rule 457(c)solely for the purpose of calculating registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT

SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED __________________, 2006

Premier Indemnity Holding Company

17,500,000

SHARES OF

COMMON STOCK

$1.00 per share

This prospectus relates to the offer and sale of up to 17,500,000 shares of the common stock of Premier Indemnity Holding Company, a Florida corporation, of which 15,000,000 shares are being offered and sold by the company and 2,500,000 shares by one selling stockholder identified in this prospectus. The selling shareholder has agreed to refrain from selling any of its shares registered hereby until such time as we have achieved a minimum of $8,500,000 of proceeds from the sale of our shares hereby. As currently planned, the 15,000,000 shares offered by the company will be sold by certain of the company’s officers and directors each of whom will not receive any commission or compensation for the sale of these shares. Nevertheless and depending on initial responses by prospective purchasers in this offering, we may subsequently determine to engage the services of one or more non-affiliated NASD member broker-dealers to offer and sell our shares. We will receive all of the net proceeds from our sale of these 15,000,000 shares but will not receive any proceeds from the sale by the selling stockholder of its 2,500,000 shares of common stock. We are a development stage company with no prior business operations or revenues. The offering price for the shares has been arbitrarily determined by us, and does not necessarily bear any direct relationship to our assets, operations, book or other established criteria of value. This is a “minimum-maximum offering” of the company’s shares with the minimum offering set at $8.5 million. We are offering our shares on a “best efforts” basis, and pending receipt of at least $8,500,000 in funds from the sale of 8,500,000 shares, all proceeds, if any, received from this offering will be deposited in a non-interest bearing escrow account held by the escrow agent. If subscriptions for 8,500,000 shares offered hereby by us have not been received and accepted by the company within 90 days from the commencement of the offering, which may be extended for an additional 30 days, the offering will terminate so further offers or sales of the shares will be made, and all funds then held in escrow will be immediately returned to investors. If we achieve the minimum offering, then all additional proceeds from the sale of our shares, if any, will be immediately released to us. There has been no public market for our common stock prior to the offering, and we cannot assure you that a public market will develop by reason of this offering. We intend to seek inclusion of our common stock for quotation on the OTC Electronic Bulletin Board under the proposed symbol ________. In the event our common stock is not accepted for inclusion on the OTC Electronic Bulletin Board an investor would likely find it difficult to dispose of our shares, or to obtain current quotations as to the value of our shares.

Investing in our Common Stock involves significant risks. See “Risk Factors” on page 6 for a description of certain factors that you should carefully consider before purchasing the shares offered by this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Price to Public

Underwriting Discounts and Commissions⁽¹⁾

Proceeds to Company⁽²⁾⁽³⁾

Proceeds to

Selling

Stockholder

Per Share	$1.00	$0	$1.00	$1.00
Minimum	$8,500,000	$0	$8,500,000	$0
Maximum	$15,000,000	$0	$15,000,000	$0
Total	$15,000,000⁽⁴⁾	$0	$15,000,000	$2,500,000

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

See footnotes on following page.

The date of this prospectus is _______________.

Footnotes from prior page:

(1) We intend to solicit offers and sales of our shares registered hereby and offered by us to members of the public, subject to applicable state securities regulations. Certain of our officers, directors and employees may participate in our offer of shares to the public but will receive no compensation or remuneration for those efforts. Officers, directors, and our principal shareholders may be purchasing shares in this offering including any amount that may be necessary to meet the minimum offering. In addition, one of our stockholders (not the selling stockholder) who is an affiliate of a National Association of Securities Dealers, or NASD member firm, may introduce prospective investors to us and engage in the solicitation of responses from members of the public, but such stockholder will not engage in offering or selling our shares and will not receive any commissions or compensation for such efforts.

(2) We have not retained or engaged any NASD member firm or affiliate or registered representative thereof to act on our behalf or to provide services in connection with the offer and sale of our shares in this offering. Nevertheless, depending on initial responses by prospective purchasers in this offering, we may subsequently determine to engage the services of one or more non-affiliated NASD member broker-dealers, referred to for these purposes as a “Participating Dealer”, in which case we anticipate paying the Participating Dealers selling commissions equal to approximately seven percent (7%) of the gross proceeds of our offering received directly through their efforts and a non-accountable expense allowance and due diligence reimbursement of three percent (3%) of similar gross proceeds. Participating Dealers will not receive selling commissions with respect to shares sold by the company or our officers, directors or employees. We may, under certain circumstances, indemnify the Participating Dealers from certain civil liabilities which may arise with respect to this offering, including liabilities under the Securities Act of 1933, as amended.

(3) Proceeds to the company are calculated before the deduction of expenses in connection with this offering and payable by the company, which are estimated at approximately $101,872.50 and include filing, legal, accounting, printing and other miscellaneous fees. The selling stockholder will not be paying any of the expenses of this offering.

(4) Includes the selling stockholder shares, and assumes that such selling stockholder’s shares are sold at a price of $1.00 per share.

TABLE OF CONTENTS

SUMMARY INFORMATION	4
RISK FACTORS	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
USE OF PROCEEDS	10
DILUTION	11
PLAN OF OPERATION	12
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	13
DESCRIPTION OF BUSINESS	14
DESCRIPTION OF PROPERTY	26
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	26
EXECUTIVE COMPENSATION	28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	30
DESCRIPTION OF SECURITIES	31
SELLING STOCKHOLDER	31
PLAN OF DISTRIBUTION	32
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	33
LEGAL PROCEEDINGS	34
EXPERTS	34
INTEREST OF NAMED EXPERTS AND COUNSEL	34
WHERE YOU CAN FIND MORE INFORMATION	34
INDEX TO FINANCIAL STATEMENTS	F1

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document. However, in the event of a material change, this prospectus will be amended or supplemented accordingly.

SUMMARY INFORMATION

The following summary is qualified in its entirety by the more detailed information, financial statements and other data appearing elsewhere in this Prospectus. At various places in this Prospectus, we may make reference to the "company" or "us" or "we." When we use those terms, unless the context otherwise requires, we mean Premier Indemnity Holding Company and its subsidiaries.

About Premier Indemnity Holding Company

We were incorporated as Premier Indemnity Holding Company in Florida on April 22, 2005. We are a development-stage company with no current sales revenues and limited operations devoted primarily to administrative and organizational matters and the registration of the shares offered hereby.

We have two wholly-owned subsidiaries, Premier Indemnity Insurance Company and Premier Indemnity Associates, Inc. through which we intend, upon receiving licenses from the Office of Insurance Regulation of the Florida Department of Financial Services to write HO3 (Homeowners) and HO6 (Condominium) insurance policies to homes under 30 years old with replacement cost values ranging from $50,000 (Condominiums) and $100,000 (Homes) to a maximum of $500,000. We will focus our business solely on offering insurance products within the state of Florida. However, we intend to engage in additional capital raises in the future to continue to exploit opportunities in the Southeast United States. Assuming market conditions remain the same, we will continue to enhance our portfolio of products, increase sales and segment the market. By spreading operating cost costs over a larger revenue base, the possible outcomes of this strategy include increased revenues and enhanced profit margins. Our principal offices are at 3001 N Rocky Point Dr East, Ste 200 Tampa, FL 33607 and our telephone number is 813-286-6194.

We seek to enter the insurance business that will allow us to offer homeowners policies in Florida to meet what we believe is a strong market with significant demand for insurance. To achieve this goal, we plan to recruit and appoint a carefully selected group of independent agents to write the insurance policies. In writing and producing these policies, we plan to outsource policy and claims services to WaterStreet Company, a provider of business process outsourcing solutions. We believe that by having WaterStreet provide these services (for processing policies and claims) to our anticipated policyholders, we may be able to remain better focused on pricing, underwriting, and marketing our planned insurance products and also avoid certain up-front costs. Since we are aware that the Florida market faces a continuing threat of hurricanes, we intend to employ the latest catastrophe modeling technology to better manage the catastrophe risk exposure associated with the Florida insurance market.

The Offering

Use of Proceeds

We will not realize any of the proceeds from the sale of the shares offered by the selling stockholders. See "Use of Proceeds". We will use any proceeds we receive from the sale of the 15,000,000 shares by us to meet the capital requirements required by the Office of Insurance Regulation of the Florida Department of Financial Services and for general corporate purposes. We will not realize any of the proceeds from the sale of the shares offered by the selling stockholder.

Officers, directors, and our principal shareholders may be purchasing shares in this offering including any amount that may be necessary to meet the minimum offering. Our principal office is at 3001 N Rocky Point Dr East, Ste 200 Tampa, FL 33607at which our telephone number is: 813-286-6194.

SUBSCRIPTION INFORMATION

Subscribers purchasing the shares should make checks payable to __________, as Escrow Agent for Premier Indemnity Holding Company. Subscribers should also complete a Purchase Order Form, a form of which is enclosed herewith as Appendix A to this prospectus. For convenience, an actual Purchase Order Form will be included with this prospectus. Additional copies of the Purchase Order Form may be obtained by writing, calling or faxing the company at its office: Telephone (813) 286-6194 and facsimile (406) 837-1819

RISK FACTORS

The shares of our common stock being offered for sale are highly speculative and involve a high degree of risk. Only those persons able to lose their entire investment should purchase these shares. Before purchasing any of these shares, you should carefully consider the following factors relating to our business and prospects. You should also understand that this prospectus contains "forward-looking statements." These statements appear throughout this prospectus and include statements as to our intent, belief or current expectations or projections with respect to our future operations, performance or position. Such forward-looking statements are not guarantees of future events and involve risks and uncertainties. Actual events and results, including the results of our operations, could differ materially from those anticipated by such forward-looking statements as a result of various factors, including those set forth below and elsewhere in this prospectus.

We are a newly formed business with no prior operations upon which to base your investment decisions.

We are a new, development-stage company and we have no history of operations. As a result there is no historical record that an investor can use to examine our performance or our management in order to evaluate our future prospects. For these reasons, the purchase of our shares should only be considered by persons who are prepared to lose their entire investment. In addition, we have minimal assets and outstanding indebtedness to three note holders.

We have no full-time employees and only two of our officers provide a limited amount of attention to our business affairs.

At the present time, we have no full-time employees. Two officers, Stephen L. Rohde, President, Treasurer, and Director, devotes approximately 70 hours per month to our business affairs while Stephen W. Dick, Vice President, devotes an average of approximately 27 hours per month to our business affairs. While we believe that this arrangement has allowed us to prudently limit our costs and expenses while, at the same time, provide us with a sufficient managerial assistance to implement our business strategy, the lack of full time officers may have limited our ability to fully evaluate our business plans.

We have no history of operations and may never become profitable.

Since we have not yet commenced operations and we have only filed an application with the Office of Insurance Regulation of the Florida Department of Financial Services (the “State of Florida”), we have no history of operations. Although we incorporated on April 22, 2005, we cannot undertake operations until we obtain the Certificate of Authority from the Office of Insurance Regulation of the State of Florida. There is no guaranty that we will receive the Certificate of Authority from the State of Florida which would result in the issuance of the licenses needed to commence operations or if we do receive such approval that will be received in the near future. Further, the extent of the licenses that may be granted to us will require that we continually satisfy ever-changing rules and regulations established under the laws of Florida. Given these uncertainties and the early stage of our company, we may incur significant losses to implement our business plan We expect that we will incur losses until we are able to generate sufficient operating revenues to support expenditures. However, we may never generate positive cash flow or sufficient revenue to fund our operations and we may never attain profitability.

Our existing stockholders purchased their shares at a small fraction of the price of the shares offered hereby and our existing stockholders will, even if we achieve the maximum offering, retain control over the company.

All of our existing stockholders acquired their shares at a small fraction of the price of the shares offered hereby. Further, officers, directors, and existing stockholders will, even if all of the 15,000,000 shares offered hereby are sold, will own a majority of our outstanding common stock and thereby retain control of the company.

If we do not obtain adequate financing, we may not be able to successfully implement our business plan.

The capital requirements to fund our planned insurance business will require that we have a minimum capital of not less than $8.0 million to commence operations. Additionally, we anticipate that we will be required to maintain a minimum of $5 million in capital in our insurance company that we hope to establish to remain compliant with Florida law. In the event that we are not able to achieve and maintain the required sufficient capital, we will not have the necessary capital to meet the requirements to remain as an insurance company as established under the laws of

the State of Florida. In addition, if this offering is successful and if we are able to successfully implement our plans, we may raise additional capital and establish one or more additional subsidiaries that may allow us to enter the insurance markets in other states in the Southeastern United States or expand our offerings in Florida beyond what our initial capital will allow.

We amended our Articles of Incorporation to allow our Board to issue one or more series of Preferred Stock.

We amended our Articles of Incorporation to authorize the issuance of up to 10,000,000 shares of preferred stock in one or more series with such rights and privileges as our Board of Directors may, from to time, determine. While we have not issued any shares of our preferred stock, we may do so in the future. If we issue any preferred stock, you should know that our common stock is subordinate to our preferred stock.

Because we are significantly smaller than many other existing insurance companies and because we have no existing operations, we may be at a competitive disadvantage if such companies introduce products that are similar to ours.

Most of the other established insurance companies that could be potential competitors have greater capital resources, more significant market positions with established relationships with insurance agents and others in the Florida marketplace than we do. Our ability to compete effectively could be adversely affected if one of the more established companies that can devote significant resources to the development, sale and marketing of its products, develops a product that achieves commercial success.

If we do not successfully manage future growth, our ability to offer insurance products to the Florida homeowner market may be adversely affected.

If we are unable to manage our anticipated future growth effectively with its resulting increases in operating, administrative, financial, accounting and personnel systems, our ability to offer insurance products on schedule could be adversely affected. These and other external factors have caused and may continue to cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. The volatility of our common stock could cause you to lose a substantial portion of your investment if you purchased your shares at the higher end of the volatility.

Our success depends significantly upon our management and an easily copied business model.

Our business plan does not utilize any proprietary technology. Our planned insurance products will compete directly with those offered by other established insurance companies many of which have either an existing sales force or existing relationships with independent insurance brokers that are well-established in their communities and in the insurance industry. We believe that while our strategy is prudent, we cannot assure you that we can successfully undertake these plans without incurring significant and protracted losses.

We plan to offer insurance policies solely within the State of Florida and our underwriting risks will not be diversified to other geographic regions.

Our plan is to offer condominium and home insurance to homes that are less than 30 years old in markets throughout the State of Florida. Many parts of Florida face continuing risks of property destruction from hurricanes and other natural and man-made disasters. While we believe that the Florida market offers strong opportunities and we will attempt to limit our exposure through appropriate underwriting policies and reinsurance agreements, our anticipated premium revenues and our underwriting exposure will be concentrated entirely in Florida and we will not be diversified in any other state. This may subject us to significant financial volatility and the risk of significant losses given the uncertain timing and magnitude of these disasters and the extent to which we are exposed to claims that arise out of insured losses within the state of Florida.

We face the continuous review by the State of Florida to ensure that we meet state regulations.

We will be subject to the continuous review of the State of Florida in meeting state insurance and other regulations. This will subject us to ever-changing standards in the laws, regulations, and other requirements. While we plan to implement procedures and policies that will allow us to meet these standards, we cannot assure you that we will successfully satisfy the legal requirements that will allow us to implement our plans.

We anticipate relying upon others for operations and portfolio management.

We anticipate relying upon WaterStreet Company to provide administrative services to our company in processing premiums, issuing insurance policies, and handling claims. In addition, we will rely upon other third parties to assist us in managing the funds received from this offering, if any, to meet our capital reserve requirements established by the State of Florida. While we believe that these out-sourcing arrangements are prudent, that they allow us to effectively meet changing insurance market conditions, and that we can exercise effective oversight over these third parties, this will result in us not having control over these important parts of our planned business. We may experience losses if we do not effectively manage and control these relationships and the actions taken by these third parties.

We anticipate relying upon independent insurance brokers to market and sell our planned insurance products.

We anticipate that the insurance sales agents that work for us will not be our employees. We plan to enter into agreements with independent insurance agents to represent us as independent contractors. As a result, we will not be able to exercise direct control over these agents in marketing and selling our planned insurance products. These independent agents will also offer and sell insurance policies by our competitors and we will need to offer these agents commissions that favorably compare to the commissions offered by our competitors. This may serve to limit the effectiveness of our marketing and sales efforts, our ability to develop a presence in the Florida market, and our ability to grow as a company. We cannot assure you that we can effectively execute our marketing and selling efforts and that we can successfully attract a sufficient number of independent insurance agents to market and sell our policies in sufficient volumes that will allow us to successfully implement our business plan.

We anticipate relying upon others for portfolio management expertise in managing our planned investments.

We plan to rely upon third party professionals to provide us with investment management services to manage our planned portfolio. While we will attempt to carefully review and select outside expertise that will offer us an opportunity for the best possible risk-return performance, we cannot assure you that we will not experience investment losses on the funds to be held in our planned portfolio.

We currently do not have an underwriter for this offering and we are relying upon this offering to raise capital.

All of the shares offered by the company are being offered by the company’s officers and directors and we have not received any commitment from any underwriter for this offering. While we have not foreclosed the possibility that we may receive the participation of an underwriter to offer and sell the company’s shares, we cannot assure you that we will achieve the minimum offering of $8,500,000 or that we will sell any of the shares offered hereby. Further, while we have explored other possible opportunities to raise capital, we are substantially dependent upon this offering to raise the capital we need to implement our plan.

If you purchase our shares, your investment will not earn any interest or return while it is held in escrow.

We have established a minimum offering of $8,500,000. If we do not achieve the minimum offering, the investment you make to purchase the company’s shares will not earn any interest or return during the period that the funds are held by the escrow agent. As currently planned, we will attempt to achieve the minimum offering for a period of as long as 90 days from the commencement of the offering. As a result, you will not earn any interest or return on your funds during that period.

The shares offered by the selling stockholder may adversely impact our ability to raise funds and any after-market for our stock.

If we are successful in achieving the minimum offering of $8.5 million, the selling shareholder will be allowed to sell its shares registered in this offering. The offering and sale of these shares by the selling shareholder may adversely impact our ability to raise any funds in excess of the minimum offering and, at the same time, adversely impact the price levels of our stock thereafter.

If this offering is successful, we will likely incur losses before we obtain licenses to operate as an insurance company.

If this offering is successful and we receive the capital needed to obtain the Certificate of Authority from the State of Florida, we will likely incur administrative, marketing, selling, and other expenses before we can commence any operations as an insurance company. We anticipate that we may have two to five months or longer before we can commence operations. As a result, we may incur losses before we gain any revenue from our planned business.

If this offering is successful and we obtain the Certificate of Authority to operate as an insurance company in Florida, we will likely incur substantial losses before operating revenues may be achieved at a sufficient level above anticipated operating costs.

If this offering is successful, we anticipate that if we obtain the Certificate of Authority from the State of Florida that will allow us to operate as an insurance company, we will likely incur losses for a period of at least 12 to 24 months or longer before we can achieve sufficient operating revenues in excess of anticipated operating losses. While we intend to manage and control our expenses, some expenses are fixed and others are beyond our control. In any event, we may not be able to control our expenses effectively and because of this uncertainty we may incur losses for an uncertain time period. Further, as a new company entering a new business, we cannot be certain that we can develop a sufficient level of revenues in excess of these expenses or if we do develop a sufficient level of revenues, that it will be maintained for any period of time.

We have not completed an evaluation on the cost and availability of reinsurance and related uncertainties.

We anticipate entering into reinsurance agreements with one or more reinsurance companies that will allow the reinsurance company to assume certain risks insured under our planned policies. We have not completed any evaluation of the cost of obtaining such reinsurance or whether such policies may be available to us. In general, if are successful in entering into a reinsurance agreement with a reinsurance company, a portion of the insurance premiums we receive on our anticipated policies will be paid by us to the reinsurance company. As a result and in this event, the insurance premiums we receive on such policies (for which reinsurance is obtained) will be reduced in exchange for the reinsurance carrier assuming some of the risk covered by the policy. Thus, to the extent that we enter into reinsurance agreements, our premium revenues will be reduced. Further, we cannot assure you that any agreement with a reinsurance company will be cost effective . If we determine that the cost of reinsurance is excessive, we may limit the amount and extent of reinsurance arrangements. However, if we limit the amount and extent of reinsurance, we will be exposed to greater risks and claims to a far greater degree with the result that we could incur greater underwriting losses. Further, since we are a new company entering into the insurance business, we may face greater scrutiny and uncertainty on applying for and obtaining any reinsurance and cannot assure you that we will be successful in obtaining reinsurance or, if we do, that it can be obtained at a cost that is reasonable in light of current competitive and market conditions.

Our planned reinsurance program may not provide adequate financial protections.

To the extent that we are able and subject to market conditions and the accuracy of our assessments regarding the risks we face, we plan to take steps to protect our company from excessive losses from catastrophes, most notably hurricanes. To do this, we will monitor and evaluate our underwriting rules and parameters and to purchase reinsurance to at least the one in a hundred year probable maximum loss, as determined by insurance industry approved computer models. However, it is possible that a major hurricane (such as Katrina) could hit a section of Florida where we have a concentration of homes that causes more damage than the one in a hundred year event. We would have only our existing capital to cover losses above the upper limit of our reinsurance, which may not be adequate to allow us to remain in business. Further, in the event that multiple major hurricanes hit one or more sections of Florida in an area where we have significant exposure under our policies, we could be easily exposed to significant claims with losses that may place our company at a distinct risk of becoming insolvent.

Further and in this and other contexts, we cannot assure you that one or more of any reinsurance companies with whom we may enter into reinsurance agreements with will not become financially insolvent and unable to meet and pay amounts due us under the terms of our planned reinsurance agreements. In these scenarios, the reinsurance agreements that we plan to enter into will likely be of little value in protecting our capital and protecting us from claims in excess of the risk assessments that we made previously. This too exposes us to the distinct risk of becoming bankrupt or insolvent.

We believe that our competitors historically have purchased reinsurance similar to our plans. However, we cannot assure you that we will be able to purchase reinsurance at the levels or in amounts that we plan or, if we can obtain such reinsurance, that we will be able to do so at costs that are financially cost-effective. To the extent that reinsurance costs are found to be excessive, our business plans may not be commercially viable, we may incur substantial losses due to excessive claims from our policyholders and be exposed to risks that, at minimum, will likely result in extreme volatility in our financial performance and possible bankruptcy and insolvency.

We will be exposed to the risks associated with misrepresentations made by independent insurance agents.

We are aware that insurance companies face a continuing risk from litigation from persons claiming insurance coverage and assert that the insurance agent misrepresented whether the policy existed, misrepresented the extent of insurance coverage, or both. While we intend to take precautions to prevent such claims, we cannot assure you that we can successfully prevent losses arising out of such claims.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, the information contained in this prospectus filed with the SEC are “forward looking” statements about our expected future business and financial performance. These statements which appear throughout this prospectus and include statements as to our intent, belief or current expectations or projections with respect to our future operations, performance or financial position, involve known and unknown risks, including, among others, risks resulting from economic and market conditions, forecasting accuracy in our business plan and projected costs, the magnitude of the start-up costs we face in commencing operations, uncertainties relating to consumer preferences and other business conditions. We are subject to these and many other uncertainties and assumptions contained elsewhere in this prospectus. We base our forward-looking statements on information currently available to us, and, in accordance with the requirements of federal securities laws, we will disclose to you material developments affecting such statements. Our actual operating results and financial performance may prove to be very different from what we have predicted as of the date of this prospectus due to certain risks and uncertainties. The risks described above in the section entitled “Risk Factors” specifically address some of the factors that may affect our future operating results and financial performance. Accordingly, you are cautioned not to place too much relevance on such forward-looking statements, which speak only as of the date made. All subsequent written and oral forward-looking statements attributable to our company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statement contained in this prospectus.

USE OF PROCEEDS

As currently planned and subject to market conditions, the net proceeds received from the offering of shares by us (after deduction of expenses from this offering which are estimated to be approximately $102,000 are planned to be allocated as set forth below. We will not receive any proceeds from the sale of our common stock by the selling shareholder.

	If Minimum Offering Achieved	If Maximum Offering Achieved
Capital Reserve	$ 8,000,000	$ 8,000,000
Working Capital	$ 1,500,000	$ 7,000,000
Total	$ 8,500,000	$ 15,000,000

The minimum offering is for gross proceeds of $8.5 million, which represents our sale of 8.5 million shares of common stock and such funds will be allocated to fund our capital requirements to meet the surplus required by the State of Florida and for working capital. All funds received, if any, before the minimum offering is achieved, will be deposited in a non-interest-bearing account maintained by the escrow agent. See the section below entitled “Plan of Distribution – Escrow Agent”.

The maximum offering is for gross proceeds of $15,000,000 which represents our sale of 15,000,000 shares of common stock. These funds will be allocated to fund our capital requirements to meet the capital required by the State of Florida and for working capital.

Pending the use of any such proceeds, we intend to invest these funds in short-term, interest bearing investment-grade securities. We will not receive proceeds from the resale of our common stock by the selling stockholder.

DILUTION

Our existing stockholders, which is comprised substantially of the persons involved in the founding of the company, its initial organization and development and our officers and directors, acquired their securities at par value as consideration for their efforts with respect to our organization and initial development. This represents a substantial difference from the contemplated $1.00 per share offering price at which we and the selling stockholder anticipate selling the shares offered hereby. As we are a development stage company with no assets, operations or revenues at this time, there is no reasonable measure of the net tangible book value per share for our outstanding common stock.

Our initial stockholders acquired all of the 33,625,000 shares issued prior to this offering at a purchase price of $0.0024 per share. In contrast, all of the shares offered hereby are being offered at $1.00 per share.

"Dilution," as the term is used herein, is a reduction in the value of a purchaser's investment measured by the difference between the purchase price and the net tangible book value of the Common Shares after the purchase takes place. "Net book value" represents the amount of total assets less the amount of total liabilities divided by the number of Shares of our Common Stock outstanding. This dilution arises mainly from the arbitrary decision as to the Offering price per Share and the lower book value of the shares currently outstanding.

For example, if the minimum offering of $8,500,000 is achieved, then we will issue 8,500,000 shares of our common stock. In that event, purchasers in this offering would own an aggregate of about 20.17% of the total shares issued and outstanding.

The following table summarizes the dilution which investors participating in the offering would incur and the benefit to current shareholders as a result of this Offering and assumes that we achieve, alternatively, the maximum offering or the minimum offering (and before deducting any legal, accounting, printing, underwriting, or other offering costs incurred in connection with this offering). The table does not include the impact of any other events or financial or other transactions after December 31, 2005 except for the issuance of 33,624,000 shares of our common stock before this offering.

	If Maximum Offering ($8,500,000)	If Minimum Offering ($15,000,000)
Offering Price Per Share ⁽¹⁾	$ 1.00	$ 1.00
Net Book Value Per Share Prior to the Offering⁽²⁾	($ 0.004)	($ 0.004)
Increase in the Net Book Value Per Share Attributable to this Offering ⁽³⁾	$ 0.2026	$ 0.3097

Net Book Value Per Share After this Offering ⁽⁴⁾	$ 0.1986	$ 0.3057
Dilution to New Investors⁽⁵⁾	$0.8014	$0.6943

Footnotes:

(1) All of the shares are being offered at $1.00 per share. The amounts shown do not include any deduction for legal, accounting, printing, underwriting, or other costs incurred in connection with this offering or the effect of any events or transactions after December 31, 2005 except for the issuance of 33,625,000 shares of our common stock to certain founding stockholders at $0.0024 per share (for a total of 33,625,000 shares outstanding) prior to this offering. All calculations are based on the 33,625,000 shares that were outstanding prior to this offering and reflect, alternatively, the issuance of either 15,000,000 additional shares in the event that the maximum offering is achieved or 8,500,000 additional shares in the event that the minimum offering is achieved.

(2) Assumes that 33,625,000 shares were outstanding immediately prior to this offering.

(3) Calculated by adding $0, the amount shown as equity on our audited balance sheet as of December 31, 2005 and adding, alternatively, $15,000,000 in gross proceeds (assuming that the maximum offering is achieved) or $8,500,000 in gross proceeds (assuming that the minimum offering is achieved) and, in each case, before deducting commissions and all other costs of this offering and before including the effect of any financial transactions and events after December 31, 2005 except for the issuance of 33,625,000 shares of our common stock after December 31, 2005 and before this offering. The sum is then divided by, alternatively, 42,125,000 shares if the minimum offering is achieved or 48,625,000 shares if the maximum offering is achieved. There can be no assurance that we will be successful in selling any of the shares offered hereby.

(4) Represents the net book value per share with the issuance of the shares offered hereby assuming, alternatively that either the minimum offering is achieved or that the maximum offering is achieved without giving effect to any events and financial transactions after December 31, 2005 or any deduction for any costs incurred in connection with this offering or otherwise after that date except for the issuance of 33,625,000 shares of our common stock after December 31, 2005 and before this offering. The investors participating in this offering would incur an immediate dilution in the net book value of approximately $0.6943 (maximum offering) or $.8014 (minimum offering) per share. This represents dilution of about 69% (maximum offering) and about 80% (minimum offering) per $1.00 invested.

PLAN OF OPERATION

We are a development stage company and have not yet had any operations or generated any revenues. As we have discussed above in the section entitled “Use of Proceeds,” if we raise the minimum amount of $8,500,000 of proceeds in this offering we intend to use those proceeds to fund our capital reserve to meet the requirements of the Florida Department of Insurance Regulation and for working capital. Of the $8,500,000 of proceeds, we have allocated approximately $8,000,000 toward funding the capital reserve and $500,000 to fund our working capital needs. These allocations are based upon our managements’ best estimates and are not reflective of any published research or analysis.

In the event that our cost estimates prove to be incorrect or cash flow from operations is not sufficient to meet operating costs, we may be required to seek additional financing, and possibly sooner than we had anticipated. We have no current arrangements with respect to any additional financing, and to the extent any additional financing is available to us at such time, we cannot assure you that such prospective financing will be available on commercially reasonable terms.

Changes in or Disagreements with Accountants on Accounting and Financial Matters

We have had no disagreements with our independent auditors and we have no further financial disclosure other than the financial statements included herein.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is to be traded on the OTC Bulletin Board under the symbol ______. Prior to this Offering, no trading market for our common stock existed since we were a privately-held company. If this Offering is successful, there can be no assurance that any active, liquid trading market for our common stock will exist or, if it does exist, that it will be maintained.

No cash dividends have been paid on our common stock for the 2005 fiscal year and no change of this policy is under consideration by the Board of Directors.

The payment of cash dividends in the future will be determined by the Board of Directors in light of conditions then existing, including our Company's earnings (if any), financial requirements, and opportunities for reinvesting earnings, business conditions, and other factors.

The number of shareholders of record of our Company's Common Stock on March 16, 2006 was 21.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

DESCRIPTION OF BUSINESS

The Company

We are undertaking this offering to raise the capital needed to meet the requirements established by the Florida Department of Insurance Regulation that would allow us to receive the Certificate of Authority which would allow us to commence operations as an insurance company within the State of Florida.

We plan to focus our business solely on offering insurance products within the state of Florida. However, if we are successful in implementing our plans and establish an insurance company in Florida, we may, if additional financing becomes available, establish one or more additional subsidiaries and attempt to enter other states in Southeastern United States. Our principal offices are at 3001 N Rocky Point Dr East, Ste 200 Tampa, FL 33607 and our telephone number is 813-286-6194.

If this offering is successful and if we obtain the Certificate of Authority from the Office of Insurance Regulation of the Florida Department of Financial Services (the “State of Florida”), we intend to enter the insurance business and offer homeowners policies in Florida. We believe that the Florida market is strong and offers significant opportunities for us. To achieve our goals, we plan to recruit and appoint a carefully selected group of independent agents to write our planned insurance policies. In providing policy and claims services to our planned insurance policyholders, we plan to outsource these policy services to WaterStreet Company. WaterStreet is a provider of business process outsourcing solutions. We believe that by having WaterStreet provide these policy services to our anticipated policyholders, we may be able to remain better focused on pricing, underwriting, and marketing our planned insurance products and also avoid certain up-front costs of providing these services ourselves.

We recognize that the Florida market faces a continuing threat of hurricanes and other natural and man-made disasters, we plan to employ the latest catastrophe modeling technology to manage the catastrophe risk exposure that we will face in offering such insurance policies in the Florida market.

We plan to position ourselves as a leading provider of quality homeowners insurance products and services in the state of Florida. We intend to take steps, wherever possible, to provide prompt claims settlement and fair payments which will allow us to develop a good reputation as an insurance company.

We anticipate that our insurance policies will be marketed and sold by insurance agents employed by independent insurance agencies. Our plans call for us to carefully select insurance agencies on the basis of previous relationships, recommendations from state and regional agency associations, referrals, in person agency interviews, and through other efforts. We plan to offer an agency contract that will likely be comparable to those offered by other insurance companies. We anticipate that the selection process of appointing agents will start slowly and cautiously. During the first several months, we anticipate appointing agents on a limited and methodical basis. We expect to write only a modest amount of business, which, if sustained, would not be sufficient to support our business plans. We anticipate that it will some time for the marketplace and insurance agents to recognize our name and become comfortable with our company. If we are successful in this offering and we receive the Certificate of Authority from the Florida Department of Insurance Regulation thereafter, this may coincide with the start of the hurricane season in Florida. For that reason we believe it will be prudent to limit our growth during this time and begin pursuing growth that will be sufficient to support our business plans after the hurricane season ends. Therefore, it is likely that it may be six to nine months or longer for us to begin to have sufficient business to support our business plans. We estimate that we will need to have between 100 and 200 independent insurance

agencies to represent us in Florida if we are to effectively market our policies and meet our business plans. These estimates may change depending on the overall effectiveness of our marketing efforts, competitive conditions in the Florida market, and other variables over which we may have little control.

These insurance agencies will not be our employees and our relationship with them will likely follow the format, terms, and arrangements used by other insurance companies in Florida and as set forth in a typical agency agreement. To that extent, we will likely have limited control over independent insurance agencies and the marketing and selling efforts that they undertake in connection with our planned policies. Each independent agent will have the responsibility of explaining and describing our policies to the potential insured, providing premium rate quotations, writing policies using our software, and collecting down payments.

In general and to the extent that we are able to do so, we intend to price our policies so that the premiums received are commensurate with the exposure we face. We intend to base our pricing on actuarial assumptions in evaluating the probability and magnitude of the risks we face.

We have entered into an agreement to outsource policy administration and claims system development and servicing, as well as customer service to WaterStreet, a company that specializes in insurance processing. While this will give day-to-day control of these services to a third party, we believe that this may serve to allow us to remain better focused on our core business strategies and operations, will allow us to avoid large up-front investments to establish a policy and claims services operation while possibly providing the savings and service needed to stay competitive.

We intend to utilize catastrophe modeling technology to manage the catastrophe risks associated with the Florida insurance market. These catastrophe risks include natural disasters such as hurricanes, windstorms, hail, ice storms, and others but also man-made disasters as well. We believe that the use of this modeling may provide us with information useful in managing our financial performance and the risks that we underwrite in relation to our risk portfolio. It may also allow us to achieve a higher degree of accuracy in pricing our policies and, at the same time, it may allow us to better measure the amount of reinsurance needed to balance the insured risks covered by our policies. While we believe that these plans will help us to protect our capital and surplus, we cannot assure you that we will be successful in utilizing catastrophe modeling technology, accurately pricing our policies, and in obtaining a prudent amount of reinsurance.

We plan to obtain reinsurance coverage from highly rated reinsurance carriers to minimize losses on an individual basis, as well as losses from other catastrophes, particularly hurricanes. Our current plans call for coverage to be structured around the mandatory coverage provided by the Florida Hurricane Catastrophe, with commercial excess catastrophe reinsurance and quota share reinsurance supporting our planned reinsurance program.

Our overall goal will be to optimize our return on investment with a prudent, sustained level of growth with reliance on a carefully constructed reinsurance program that will allow us the prospect of business longevity. If this offering is successful and if we are successful in Florida, we may later establish one or more additional subsidiaries and arrange for these subsidiaries to apply for a Certificate of Authority to operate as an insurance company and offer insurance products as well. We may also establish other subsidiaries and for these latter subsidiaries to apply for insurance licenses in one or more other states in the southeastern United States. We have not, as of this date, established any timetable or criteria for these plans.

Systems

If we are successful in this offering and implement our plans, we intend to utilize WaterStreet Company’s on-line policy and claims administration system, “Aquant”. This will enable us to provide our policyholders, a friendly, efficient quoting and binding system for our independent agents, which we believe, is likely a critical success factor in today’s insurance company business model. This may allow us to compete with larger carriers. We intend to exploit any competitive advantages.

In general, we anticipate employing the following strategies to generate insurance premium revenues.

First, we plan to carefully identify and select independent insurance agents to market and sell our planned insurance policies. Once selected, we plan to enter into an agency relationship with each agent through an agency contract

between us and the agent. Under the terms of the agency contract, we will appoint the agent to market and sell our policies.

Second, we anticipate that the agency contract will likely contain terms and conditions customarily used in our industry. Under the typical scenario, we anticipate that when the agents sells a policy and we receive premiums paid by the insured, we pay the agent a commission. The amount of the commission will likely be determined by competitive conditions in the market since each agent typically represents other insurance companies that offer insurance policies that may appear to be no different than the policies we intend to offer. We anticipate that the agency contract we may use will have no fixed expiration date and remain in force until one party cancels the contract after giving proper notice to the other as commonly required in these agreements.

Third, in marketing and selling our policies, our independent agents will need to understand our underwriting criteria. We plan to take steps to educate and inform agents of our underwriting criteria using information accessed using systems provided through the internet and through a sales support and marketing staff we plan to employ. With these resources, we believe that our planned agents will have the ability to explain the terms of our policies to potential insureds, provide a quote, write the policy on our software, and collect a down payment. If we receive a proposed policy that meets our underwriting criteria, the policy will be issued. At that point, we will be bound to insure against the losses covered by the policy.

Fourth, and in addition to automatic underwriting rules and parameters built into the policy processing system, we anticipate that we will likely take steps, to the extent possible, to monitor and evaluate each agent’s book of business with a view to evaluating how the policies sold impact our underwriting risks. While we anticipate establishing systems and procedures that will allow us to effectively monitor and evaluate each agent and the policies that they sell, we may approve, on a selective basis, certain policies that fall outside of our automatic underwriting rules and parameters. To the extent possible, we plan to establish and monitor our underwriting activities but we cannot assure you that we will successfully avoid losses or claims on policies that were improperly issued.

Outsourcing

1.	Policy Administration Full Service Agreement

We have entered into two agreements with WaterStreet Company. Both agreements are to commence within 30 days from the date that we receive the Certificate of Authority from the Florida Department of Insurance Regulation.

Under the terms of the Policy Administration Full Service Agreement, WaterStreet is to provide us with policy administration and claims services and other services. By outsourcing to WaterStreet, we believe that we may better able to minimize our up front costs for systems implementation while allowing us to better serve to our planned policyholders. We believe that this strategy may better allow us to:

• Achieve greater leverage on real time, enterprise-wide systems and services at a fraction of what it would cost to build on our own;

•	Enter new markets using sophisticated technology;

•	Better control over internal operational costs by obtaining qualified, trained and licensed personnel without the overhead required to maintain a permanent staff;

•	Better achieve top-rated customer service standards and practices; and

•	Allow us to focus on core business strategies rather than routine daily operational tasks.

Under the terms of this agreement, WaterStreet has agreed to provide policy administration services to us, as follows:

(A) access and use of a real-time company wide system that will allow us to manage and administer the insurance policies that we plan to issue;

(B) provide for policy issuance, renewal, endorsement, cancellation, and non-renewal and rating functions for our planned insurance policies;

(C) prepare and transmit invoices to our planned insureds, collect and transmit premium payments received to us (less certain disbursements made on our behalf and less amounts due WaterStreet);

(D) calculate and pay commissions generated from the sale of our insurance policies and invoice and receive the return of commissions on return premium transactions;

(E) prepare and issue federal tax statements for commissions paid to our insurance agents;

(F) provide us with full on-line access and reports on all policies, premiums, claims, and payment information;

(G) provide staffing, systems, and equipment to work with our Chief Financial Officer for accounting and financial functions (such as posting, balancing, and control of premium receivables, accounting and payment of agent’s commissions, issuance and control, and accounting for disbursements for premium refunds, commissions, claims, and general expenses, bank reconciliations, accounting, reporting, payment and collection for reinsurance, required bureau and statistical reporting to the statistical agent appointed by us; data to support preparation of any required state premium, municipal, 1099, and escheat tax returns; and reasonable and customary financial management reports produced by the general ledger utilized by the administrator; and

(H) any third party services, such as, but not limited to, ISO services, loss reports, credit reports/scoring, replacement cost estimators, inspections, investigators, engineers fees and costs, all legal fees, travel expenses for WaterStreet employees and fees for incidental reports where the latter are our direct costs and for which we are obligated to reimburse WaterStreet promptly.

The term of the agreement with WaterStreet is 60 full calendar months commencing on the date that we receive our Certificate of Authority from the Florida Office of Insurance Regulation. The agreement also contains an automatic renewal provision which provides that the term of the agreement will be renewed for an addition 60 months unless we give WasterStreet written notice of intent not to renew 180 days prior to the end of any then existing term. The agreement also provides that in the event that WaterStreet is found to be liable for any damages suffered by us, the maximum aggregate amount of any liability is limited to $500,000 and WaterStreet shall not be liable to us for any indirect, special, or consequential damages, including but not limited to lost profits, lost business, payments to third parties (including cover) or other economic loss arising out of the agreement or the services rendered by WaterStreet, whether in contract or tort or law or equity.

In exchange for these services, the agreement calls for us to pay WaterStreet, the following amounts:

(1)

$55.00 as annual fee per policy (subject to a reduction of $1.00 per policy for every 10,000 policies in force or $49.00 per policy, whichever is greater);

(2)

$5,000 per month as an administrative fee;

(3)

A commission of 5% of any direct premiums received if WaterStreet serves as the licensed agent on any orphan or house account business; and

(4)

For any services provided by WaterStreet not specifically provided in the Agreement, a fee equal to time and materials basis at the rate of $95.00 per person hour.

2. Claims Administration Services Agreement

We also entered into a Claims Administration Services Agreement with WaterStreet. Under this second of the two agreements, WaterStreet has agreed to provide us with claims administration services, including the following:

(A) Receive and process loss notices received from our planned insureds via electronic, fax, or telephone within one business day of receipt;

(B) Review and verify coverage for claims submitted by our planned insureds to set reserves and a claim file within one business day of receipt and to arrange for a claims adjuster to be assigned and begin making contact with claimants each day until a contact is achieved with written correspondence to be mailed the day of assignment advising the claimant of contacts and general procedural information.

(C) Investigate all reported claims to the extent that we deem reasonably necessary, determine and evaluate any coverage issues in connection with the claims and refer the same to us or our legal counsel with recommendations and deny coverage for those claims which we reasonably determine, should be denied.

(D) Adjust, handle, or settle to a conclusion claims in accordance with state law and the terms of the policies issued to the insured.

(E) Settle claims up to $50,000 per claim with all claims in excess of $50,000 may be settled only upon written approval by us.

(F) Adjust all claims only through adjusters who are currently licensed and who are either independent or an employee of WaterStreet.

(G) When authorized by us, to appoint independent legal counsel as necessary to provide legal services as part of the investigation of claims and/or the determination of policy coverage applicable.

(H) Prepare checks, vouchers, drafts, compromise agreements, releases, and other documents reasonably necessary to pay claims, close out claims, and pay authorized fees and legal expenses on behalf of us.

(I) Review outstanding claim reserves monthly and recommend any changes to such reserves.

(J) Record and report each loss and ALAE expense paid.

(K) Report loss information to ISO Claim Search, or any other loss reporting service to which we subscribe.

(L) Coordinate any third party or litigation related services.

(M) Prepare and distribute required federal and state 1099 filings.

(N) Report suspected fraud as required by any applicable statute or regulation in the state(s) where the policies are issued.

(O) Promptly notify us of: (1) any loss or claim resulting in a lawsuit being instituted against them or us; (2) any complaint filed with any insurance department or other regulatory authority relating to any loss or claim; (3) any claim which may involve a coverage dispute; (4) any loss which may result in a loss payment in excess of $50,000; (5) any claim open for more than 2 months or which involves extra contractual allegations or is in excess of policy limits; and (6) any suspected fraud or any allegation of “bad faith” in claims handling against WaterStreet or us.

(P) Undertake customary salvage or subrogation to pursue recovery of loss expenditures.

(Q) Maintain licenses in good standing with such authorizations and permits needed for compliance with applicable laws.

(R) Maintain a catastrophe response team to respond to catastrophic events with such to include such services as may be needed to respond to catastrophic events.

(S) Provide all standard reports using WaterStreet’s claims administration system and any additional reports or report modifications as identified during the initial 90 days of said agreement at no additional charge to us. After the initial 90-day period, we have agreed to pay separately for these additional reports.

In exchange for these services, we have agreed to pay WaterStreet, on a monthly basis and on or before the 15^th day of each month, the following amounts:

a Loss Adjustment Expense fee equal to 4% of the incurred loss suffered by an insured claiming losses covered by our planned policies in addition to the following adjuster fee schedules:

Daily Loss Adjustment Fee Schedule

Range (Gross Amount of Loss)

Amount

Phone Claim, CWOP

Closed Without Payment (on-site visit)

(includes lack of coverage, no damage, or pre-existing damage)		150.00
$0 - $2,500.00		325.00
$2,500.01 - $7,500.00		475.00
$7,500.01 - $15,000.00		650.00
$15,000.01 - $35,000.00		900.00
$35,000.01 - $50,000.00	1,150.00
$50,000.01 - $100,000.00			2.50%
$100,000.01 – and up			2.00%

Catastrophic Loss Expense (100 or more claims from single event)

Range (Gross Amount of Loss)

Amount

$0 - $1,000.00			$225.00
$1,000.01 - $2,500.00					300.00
$5,000.01 - $7,500.00				425.00
$7,500.01 - $10,000.00					575.00
$10,000.01 - $15,000.00					750.00
$15,000.01 - $25,000.00						850.00
$25,000.01 - $35,000.00		1,000.00
$35,000.01 - $50,000.00	1,250.00
$50,000.01 - $150,000.00							3.00%
$150,000.00 - $500,000.00							2.50%
$500,000.01 – and up							2.00%

a minimum Administrative Fee of $5,000 per month and for any other services provided by WaterStreet not specifically set forth in the agreement, WaterStreet is to be paid on a time and materials basis at the rate of $95 per person per hour.

The agreement with WaterStreet also provides that except for fees and claims payable to WaterStreet or acts of fraud or willful misconduct, in the event that either party breaches its obligations to the other, that the non-breaching party shall be entitled to receive as damages, an amount not greater than $500,000. The agreement with WaterStreet may be terminated by either party and upon giving the other party 180 days written notice.

Underwriting

We believe that underwriting is the heart of the insurance business. We anticipate that underwriting will help us determine who our target insurance customers will be, what our product’s will be, and what price our products will be sold. To that extent, we believe that our success will likely depend on our underwriting skills and our ability to effectively execute our strategy.

We believe that if we can successfully implement clear underwriting guidelines that are easy to understand, our agents should be able to better able to identify marketing and sales opportunities. We plan to establish procedures that will allow an agent to offer policies only if underwriting parameters established by us can be satisfied unless an

exception is made by us. Most importantly, in addition to the superior underwriting and software technologies employed, we intend to use dedicated underwriters working on each product, analyzing risks and making sure we accept only quality policy submissions.

We anticipate that if we are successful, we plan to utilize technology at several levels in an attempt to control the underwriting risks. We believe that WaterStreet Company’s Aquant System will offer policy servicing system/software packages that may have many advanced capabilities that support our overall strategy, such as:

•

Web-based rating, quoting and binding that includes real-time artificial-intelligence based policy data entry. Comprehensive underwriting rules are built into the system. All entry items are intended to be validated and cross-matched against all applicable rules. We plan to block quotes that do not meet our underwriting criteria and take steps to prevent any issuance of an insurance policy until we can confirm that all policy information we have received is correct and has been reviewed. We also plan to suspend underwriting automatically in the event of an approaching hurricane and take steps to prevent this from being overridden by an underwriter.

•

We also plan to take steps that will allow the system to determine if the insurance company has reinsurance capacity in a zip code for the new exposure. We plan to take steps that will allow us to not accept new business when predetermined aggregate exposure levels (on a per zip code basis) have been reached.

•	We plan to implement a system that will directly bill our policyholders and monitor cash handling.

•

The design of the system provides an integrated claims processing function. Coverage information is clarified as claims are set up. The system contains online file notes and future diary data. Open claim reserves are automatically assigned a future diary date. Integrated imaging allows all input data to be automatically imaged for future reference. The system controls check payment authorizations. Premium and prior loss history can be compared to determine if a particular discount is justified at policy renewal.

•	The system will be designed to provide, to the extent possible, web based standard reports, as well as the capability to produce ad-hoc reports.

•	In addition to rating, quoting and binding, we anticipate that the system will allow us to handle policy issuance, endorsement processing and policy renewal processing.

•	The system will also allow us to coordinate data for regulatory reporting and accounting needs and integrates with an internet service provider.

Sales and Marketing

We plan to employ the following marketing strategies.

Our strategy is to develop and retain, to the extent possible, a sufficient number of independent agents who may have the ability to sell our insurance policies and produce insurance premiums. We currently estimate that we will need 100 to 200 or more insurance agencies to produce a sufficient volume of insurance premiums that will allow us to implement our business plans. If market conditions allow and if our marketing efforts are successful, we anticipate that it may take six to nine or more months after we commence operations before we may able to generate sufficient premium revenues to implement our business plan.

Initially, we plan to appoint agencies in selected counties in the southern half of Florida. We will look to appoint agencies based on prior working relationships with our sales and marketing staff, need for representation in geographical locations, recommendations from state and regional insurance associations, referrals, and other factors.

We anticipate hiring sales support and marketing staff to explain our homeowners insurance policies to insurance agents and train them on how to write and submit policies to us. As currently planned, we anticipate scheduling our sales support and marketing staff to periodically visit agents that sell our policies for the purpose of developing and maintaining a more effective working relationship with the agents and motivating them to produce a satisfactory volume of business. We estimate that initially we may need to hire between one and two or more persons to serve in our sales support and marketing staff for the first year of operations.

Advertising and Promotion

We believe that advertising and promotion will be important to us if we are to effectively implement our plans. We anticipate emphasizing certain channels that we believe offer effective communication about our company and products. As our financial resources allow and as our operations, require, we have the following plans:

•	We intend to develop and place ads in state print and online trade publications, i.e. Insurance Journal, National Association of Professional Insurance Agents (PIA), and Independent Insurance Agents Association (IIAA).

•	We plan to create product literature for marketing reps to use when making agency visits and appointments, including product brochures, fact sheets, educational and training materials.

•	We plan to write and distribute media releases with pertinent corporate news to top state and local newspapers, trade publications and industry associations.

•	We plan to attend top industry conventions and trade shows to network with existing contacts and develop new relationships with key prospects, such as the Florida Association of Insurance Agents and Florida Professional Insurance Agents.

Reinsurance

We plan to obtain reinsurance coverage at such levels and such amounts as we believe are prudent in light of existing market conditions and evaluations of the risks that we face. If we are successful in entering into reinsurance agreements, we anticipate that these agreements will likely be structured around the mandatory coverage provided by the Florida Hurricane Catastrophe Fund, with commercial excess catastrophe reinsurance and multiple line quota share reinsurance supporting the program. We plan to obtain reinstatement premium coverage to protect against reinstatement premiums that would be payable in the event of a loss.

To the extent that our systems and information allow, we plan to closely monitor our aggregate and territorial distributions with the assistance of our reinsurance intermediary and the use of state-of-the-art computer modeling technologies and mapping software designed to assist in evaluating reinsurance adequacy. We plan to adhere closely to established underwriting guidelines. It is our plan to maintain reinsurance catastrophe coverage at the level of one in a 100 year hurricane event, based on several insurance industry accepted models.

The planned multiple line quota share reinsurance program may allow us to write more business and thereby allow us an opportunity to write more policies to generate additional insurance premium revenues. We intend to enter into a 50% quota share program. Quota share reinsurance currently would reimburse us for a proportional share of our claims expenses, both individual claims as well as claims from catastrophic events, such as hurricanes, and operating expenses in return for a proportional share of premiums. To the extent that we are successful in obtaining quota share reinsurance, we may able to better to enhance and protect our capital surplus.

We plan to purchase catastrophe reinsurance above a $1 million retention with a limit of protection to a 100 year probable maximum loss, as determined by insurance industry accepted models. We are required by Florida statute to purchase catastrophe reinsurance to the 100 year event, as determined by the models, and submit annual evidence to the Florida Office of Insurance Regulation that such coverage has been obtained. Conditions in the reinsurance marketplace, pricing and availability, may not allow us to purchase catastrophe reinsurance down to a $1 million retention. We plan to utilize the Florida Hurricane Catastrophe Fund to its fullest extent when purchasing our catastrophe reinsurance because it is much more economical than commercial reinsurance. It is our intent to purchase commercial reinsurance to cover the remaining exposure in the 100 year modeled event. In other words, it is our intent to purchase catastrophe reinsurance to protect us 100% on losses above $1 million up to the one in 100 year event, as determined by insurance industry computer models. However, it is possible the reinsurance marketplace may require us to take a smaller portion of the losses.

It is our plan to place the reinsurance coverage with high quality (A- or higher rated by A.M. Best), financially secure reinsurance companies. Our established competitors have historically been able to obtain reinsurance similar to our plans. However, there are no guarantees that we will be able to obtain and maintain the intended reinsurance

or if we do, that it can be obtained at a cost that is financially reasonable. In addition, even if we are able to obtain and maintain reinsurance with high quality reinsurance companies at a cost that is financially reasonable in light of the insurance premiums that we plan to generate, we cannot assure you that any reinsurance company that has provided us with reinsurance will possess sufficient financial resources to protect us from the losses covered by the reinsurance agreement with them. In that event, we may suffer catastrophic financial losses and possible bankruptcy and insolvency.

We are also aware that our planned reinsurance program may not fully protect us from the risks we face, particularly

from excessive losses from catastrophes, most notably hurricanes. While we intend to monitor and evaluate our underwriting rules and parameters and to purchase reinsurance to at least the one in a hundred year probable maximum loss (as determined by insurance industry approved computer models). it is possible that a major hurricane (such as a Katrina) could hit a section of Florida where we have a concentration of homes that causes more damage than the one projected as a hundred year event. In that event we would have only our existing capital to cover losses above the upper limit of our reinsurance, which may not be adequate to allow us to remain in business. Further, in the event that multiple major hurricanes hit one or more sections of Florida in an area where we have significant exposure under our policies, we could be exposed to significant claims with losses that may place our company at a distinct risk of becoming bankrupt or insolvent. Further and in this and other contexts, we cannot assure you that one or more of any reinsurance companies with whom we may enter into reinsurance agreements with will not become financially insolvent and unable to meet and pay amounts due us under the terms of our planned reinsurance agreements. In these scenarios, the reinsurance agreements that we plan to enter into will likely be of little value in protecting our capital and protecting us from claims in excess of the risk assessments that we made previously. This too exposes us to the distinct risk of becoming bankrupt or insolvent.

Market Analysis

According to the latest information from the U.S. Census Bureau, both the Florida population and number of housing units have grown steadily over the past five years. In 2003, the homeownership rate was slightly above 70% and the median value of owner occupied housing units was nearly $150,000.

We believe that the Florida insurance consumer is likely both cost and quality conscious. Our review of the existing marketplace suggests that many buyers of homeowners insurance seek to avoid purchasing a policy from Citizens, the state insurance pool, where customarily premiums are high (and slated to increase significantly more) and service is relatively poor. We believe that consumers seek to purchase policies written through a reliable insurance company that will provide courteous, professional customer service and prompt claim payments in the even of a loss. We plan to target single family homes, condos and dwellings, 30 years and newer in Florida, with replacement cost limits from $100,000 to $500,000 for all policy types. We believe this to be middle market, which has traditionally been a very desirable risk. Wherever possible, we will attempt to avoid accepting policies on homes that present physical hazards such as those inherent in the buildings’ construction, occupancy, protection and external exposures. In other words, homes that are in a state of disrepair or are unkempt. As circumstances and underwriting procedures allow, we intend to limit our exposure to policyholders who we believe may increase the probability of a loss due to carelessness or indifference to potential loss, tolerance of dangerous conditions, or a history of losses caused by careless accidents.

Pricing

We plan to offer insurance policies at rates (the prices at which we offer insurance) that accurately reflect our perception of each insured’s share of predicted losses. If we are successful, our insurance rates may allow us to generate sufficient revenues from our premiums to pay for losses covered by our policies, our administrative and other expenses, to execute our strategy.

We anticipate that, if we can execute our strategy successfully, our insurance rates will reflect the exposure to loss presented by the insured that we assume under our planned policies. We anticipate that insureds with similar loss exposure will be grouped together in a single rating class and charged the same rate. Although other insureds may be grouped in a different rating class and charged a different rate, that rate will likely reflect the group’s exposure to loss.

In setting insurance premiums, we will attempt, wherever possible, to evaluate projected expenses we expect for losses covered by our planned policies. Any projection of the amount of claim expenses covered by our planned policies will be uncertain. In general, we anticipate that our premiums will reflect our assessment on the following factors:

(A) expected administrative costs of our operations;

(B) predicted claim expenses;

(D) a margin for error and a charge for profits and contingencies; and

(E) the amount we predict that we can earn on investment income on funds held to fund future claims.

All of these assessments involve estimates that we will make and for which we cannot be certain they are or will be accurate. If we underestimate our administrative costs, our claim expenses, the margin for profit and contingencies, or any combination of them, we will likely incur losses. Further, if over-estimate our investment income, it will decrease profitability. The timing and magnitude of these losses, if they occur cannot be predicted with any accuracy. In addition, if one or more of these estimating errors occurs at or in close proximity to a natural or man-made disaster of any significant size will also adversely impact us and may cause us to lose our ability to remain a viable in the insurance business. The Florida home insurance market is subject to claims arising out of hurricanes and other natural and man-made disasters. The timing and magnitude of these disasters cannot be predicted with any certainty.

Overall, we plan to base pricing on sound actuarial projections, not subject to change with sudden market fluctuations. However, we believe that certain counties in Florida, due to erratic competition, may provide more opportunities than other counties and we plan to focus on those areas.

Investment Income

We recognize that if this offering is successful and if we become a licensed insurance company in Florida, the insurance premiums we collect from our anticipated policyholders will likely be used, in part, to pay insured claims on the policies we plan to offer. In this respect, we have continuing fiduciary responsibilities under Florida law, to invest available funds (derived from surplus and premiums) to generate additional income. If we are successful in these efforts, we anticipate that we will need to retain a professional money and portfolio management firm to manage our investments that will allow us to obtain sufficient return on our capital and meet our obligations to pay anticipated claims filed by our planned insureds.

Competition

We anticipate that we will face intense competition from many established insurance companies each of whom have significantly greater financial, managerial, and marketing resources, as well as an established presence in Florida with insurance brokers, consumers, and re-insurance carriers.

The intensity of this competition may serve to severely limit our ability to: (A) enter certain geographic areas within Florida; (B) offer certain types of insurance products; (C) attract talented brokers and marketing personnel; (D) obtain reasonable reinsurance rates from reinsurance carriers comparable to that obtained by our competitors; and (E) develop a sufficient and sustainable volume of insurance premium revenues. As a new company with plans to enter the Florida home insurance market, we do not anticipate that these and other aspects of competition will lessen at any time if we are able to commence operations.

Currently, we are aware that these competitors also include the following existing insurance carriers who offer homeowners and related insurance products which will compete directly with the insurance products we intend to offer. These competitors are: American Strategic Insurance, Federated National (21^st Century), Florida Family, Florida Select, Southern Family/Atlantic Preferred, Tower Hill Preferred and Prime, Cypress, St. Johns, Universal, Coral, Universal P&C, United P&C, Capital Preferred, and Edison Insurance Company. Larger carriers such as State Farm, All State, Safeco and Travelers are not actively writing new business in the state of Florida and have not been for some time.

We recognize that Florida faces a continuing threat of hurricanes which likely have a direct, significant, and continuing impact our planned business. Hurricanes can destroy homes, condominiums, commercial buildings, and the infrastructure of roads and public utilities over a large area with catastrophic results. The magnitude of the destruction can be so substantial that one or more areas that are “hit” by a hurricane can be left uninhabitable for months or more. The result can be property damage in the billions of dollars. In fact, in recent years and during the June through November hurricane season, Florida has had the experience of being “hit” by multiple hurricanes with property damage levels that were unprecedented. Since our planned business is to offer home owners insurance policies that provide coverage for losses incurred as a result of such natural and certain man-made disasters, we fully appreciate that we will face a continuing challenge to establish underwriting parameters for the insurance policies that we issue.

We anticipate that we may be able to address the challenge by taking the following steps:

1) Pricing Policies. In pricing our policies (that is, in setting premium levels), we intend to carefully evaluate perceived risks and exposure levels in each geographic area. In making these pricing decisions, we will rely upon information that we obtain from other sources and we recognize that this involves estimates with respect to the uncertainties of imperfect information and dealing with unknown events and possibilities relating to both the timing and magnitude of claims that may arise at any time during the period of an insurance policy. To address the perceived uncertainties and risks, we plan to employ the latest catastrophe modeling technology to manage the catastrophe risk exposure associated with the Florida insurance market. We also plan to evaluate the pricing offered by our competitors in each market area. However, in making all of these decisions, we cannot assure you that our estimates, the catastrophe modeling technology, and our evaluations of the perceived risks and exposure levels will be accurate which would allow us sufficiently to achieve profitability or, if we achieve profitability, that we will maintain it for any period of time.

2) Underwriting Standards. In setting underwriting standards, including evaluating proposed insureds and setting deductibles, we will attempt to reasonably limit our exposure, whenever possible, to claims in light of existing competition, market trends, and an evaluation of the anticipated amounts and types of claims. We will carefully spread our risks geographically within Florida using computer models, in order to limit our probable maximum losses from hurricanes. This will keep our reinsurance costs at levels that may allow acceptable levels of profitability and reduce our financial exposure from hurricanes. While we anticipate that we can carefully monitor underwriting risks, we are aware that these risks change over time and we cannot assure you that we can successfully control or predict the risks and financial exposures that we face.

3) Purchase of Reinsurance. It is our plan to purchase reinsurance from large, financially secure reinsurance companies to significantly limit our exposures to hurricanes. Historically, our competitors have been able to purchase reinsurance, as we are planning, at rates that allow for acceptable profitability and reasonable financial security. However, we cannot assure you that we will be able to successfully implement the reinsurance program on a cost effective basis.

4) Management of Investments. We will attempt to effectively manage our planned investments through careful selection of money and portfolio management third party professionals that will offer us an opportunity to diversify and limit our exposure to financial losses on our investments while also providing needed liquidity to meet anticipated claims made by our insureds. As a new company entering a new business, we cannot assure you that we will be successful in achieving a profitable return on our investments.

5) Reliance Upon WaterStreet Company. We plan to rely upon WaterStreet Company to provide us with administrative, policy, underwriting and claims processing services. We believe that is a cost effective strategy that

will serve to eliminate our need to purchase up front systems to implement our business plan. We believe that this will also allow us to focus our limited resources to implement our overall plans.

Employees

As of March 16, 2006, we had no full-time employees and no part-time employees. Two officers, Stephen L. Rohde, President, Treasurer, and Director, devotes approximately 70 hours per month to our business affairs while Stephen W. Dick, Vice President, has devoted an average of approximately 27 hours per month to our business affairs.

We have also entered into consulting agreements with Stephen L. Rohde and Stephen W. Dick that allows us to receive certain services from them pending the outcome of our efforts to raise funds in this offering.

Consulting Agreement with Stephen L. Rohde

On July 11, 2005, we entered into a consulting agreement with Stephen L. Rohde. Under the terms of the agreement, Mr. Rohde agreed to provide such consulting services as we determine appropriate and as requested which would enable us to begin operation as a domiciled Florida insurance company. Mr. Rohde further agreed to provide us with up to 80 hours of consulting services per month (except that in case of August 2005, the number of hours was reduced to 60 hours that month). In addition, in the event Mr. Rohde expends additional time in excess of 80 hours per month, we agreed to compensate him at the rate of $100 per hour for each additional hour. Notwithstanding these provisions, we agreed that during the period from July 11, 2005 to August 8, 2005, we agreed to pay him $125 per hour for his time during that period only. Overall, and subject to the foregoing, we agreed to pay Mr. Rohde, the following as consulting fees: (A) $7,000 per month on or before the first day of each month (except for the month of August when $5,250 was paid on or before August 8, 2005). The agreement with Mr. Rohde may be terminated at any time upon thirty days written notice.

Consulting Agreement with Stephen W. Dick

We have entered into an oral consulting agreement with Stephen W. Dick. This agreement was entered into on April 18, 2005. Under the terms of the agreement, Mr. Dick agreed to provide the following services to us: (1) advising and assisting us with developing rates, preparing forms, and underwriting manual, and competitive analysis. In exchange for these services, Mr. Dick is paid $100 per hour. The agreement may be terminated by either party and upon 30 days notice to the other.

DESCRIPTION OF PROPERTY

We currently maintain our offices at 3001 N Rocky Point Dr East, Ste 200 Tampa, FL 33607 which provides us with limited access and usage of office facilities in an office suite facility. Our annual cost under the lease is currently $2,100.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Directors and Executive Officers of the Company as of February 28, 2006 were as follows:

Name	Age	Position	Date elected(1)
Philip R. Hardy	56	Chairman of the Board	1/13/06
Stephen L. Rohde	54	President, Treasurer, & Director	4/22/05
Stephen W. Dick	64	Vice President	1/23/06
Gregg Barrett	42	Assistant Secretary & Director	4/22/05
Richard V. Atkinson	45	Director	1/13/06
William N. Majerus, Esq,	57	Director	1/13/06
Joseph J. Pingatore, Esq.	54	Secretary and Director	1/13/06

(1)

Each director serves until the next annual meeting of shareholders.

Philip R. Hardy joined the Company on November 1, 2005. He was elected Chairman of the Board on January 13, 2006. During the period from 1968 to 1984, Mr. Hardy was, at various times, President, owner, and founder of several travel agencies in Alabama, Mississippi, and Florida. From 1995 to 2002, Mr. Hardy served as President, owner, and founder of Crystal Mountain Water Company of Mobile, Alabama. From 2005 to the present, Mr. Hardy serves as President, owner, and founder of ProClaim Solutions, LLC of Mobile, Alabama. Mr. Hardy is a Certified Travel Consultant (since 1972) and is a licensed insurance adjuster in the states of Alabama, Florida, and Texas. Mr. Hardy attended the University of South Alabama.

Stephen L. Rohde joined the Company on April 22, 2005. He currently serves as our President, Treasurer, and Director. From 1996 to the present, Mr. Rohde serves as a Director of Direct General Corporation of Nashville, Tennessee where he has also served as Chairman of the Audit Committee since 2003. From 2004 to the present, Mr. Rohde has served as President of S. Rohde Associates, Inc. in providing consulting services to the insurance industry. From 2003 to the present, Mr. Rohde has served as Director of Lion Insurance Company of Holiday, Florida. From 1998 to 2001, Mr. Rohde served as Director of EOMB Holding Company of Fort Worth, Tennessee. From June 1990 to January 2004, Mr. Rohde served as Vice President, Chief Financial Officer, and Treasurer of Mutual Service Insurance Companies where he served on the management committee and participated in establishing policies, strategic goals, and overall management of the company with assets in excess of $1 billion. From May 1986 to June 1990, Mr. Rohde served as Vice President, Controller, and Treasurer of Mutual Service Insurance Companies. From July 1983 to May 1986, Mr. Rohde served as Director – Cost and Budget for Mutual Service Insurance Companies. From April 1981 to July 1983, Mr. Rohde served as Assistant Controller for IDS Life where he directed a staff of 17 in the company’s general accounting and investment accounting functions. From April 1980 to April 1981, Mr. Rohde served as Manager – Corporate Accounting for IDS Life. From July 1979 to April 1980, Mr. Rohde served as Manager – Accounting Research and Development for IDS Life. From May 1977 to July 1979, Mr. Rohde served as Accounting System Coordinator for IDS Life of New York. From April 1975 to May 1977, Mr. Rohde served as Supervisor – Accounting and Treasury for IDS Life. From December 1973 to April 1975, Mr. Rohde served as Senior Accountant for IDS Life. From June 1973 to December 1973, Mr. Rohde served as Accounting Trainee for IDS Life. Mr. Rohde holds a B.S. Degree (Accounting and Business Administration) from the University of Wisconsin - Eau Claire (1973). In addition, Mr. Rohde is a Fellow of the Life Management Institute, has published articles in insurance industry publications, and has served as a speaker and panelist in insurance industry meetings and seminars.

Gregg Barrett joined the Company on April 22, 2005. He currently serves as Assistant Secretary and Director. From 1999 to present, Mr. Barrett serves as President of WaterStreet Company of Bigfork, Montana where he directs the company’s strategy, software design, and new program development. From 1998 to 1999, Mr. Barrett

served as Vice President – Corporate Development for National Food Services of Kalispell, Montana where he coordinated acquisitions, developed programs for customer segments. From 1994 to 1998, Mr. Barrett served as Executive Vice President – Marketing for Bankers Insurance Group of St. Petersburg, Florida where he expanded nationwide sales from $92 million to $490 million and developed a geographic expansion team, product development and pricing, and decreased product cycle time from two years to eight months. From 1993 to 1994, Mr. Barrett served as a Marketing Representative for Prudential Insurance Company. From 1986 to 1993, Mr. Barrett served as Vice President of Operations for National Food Services of Chicago, Illinois. From 1985 to 1986, Mr. Barrett served as a Staff Accountant at CR Industries of Long Grove, Illinois. Mr. Barrett holds a B. S. Degree (Accounting) from Illinois State University and is a Certified Public Accountant in Montana.

Stephen W. Dick joined the Company on January 23, 2006. He currently serves as Vice President. From 2003 to the present, Mr. Dick serves as an insurance consultant where he has assisted personal lines insurance company clients with advice and assistance in loss cost analysis, competitive analysis, development of pricing, and underwriting strategies, creation of rates and rules, and management reports. From 1999 to 2002, Mr. Dick served as Director of Underwriting and Product Development for QualSure Insurance Corporation of Sarasota, Florida where he was responsible for product line analysis, product development, and underwriting management. From 1997 to 1999, Mr. Dick served as Product Manager and Director of Residential Lines at Seibels Bruce Group, Inc. of Columbia, South Carolina. From 1992 to 1997, Mr. Dick served as Account Manager and Business Systems Specialist at CIGNA Information Services, Inc. of Voorhees, New Jersey. From 1975 to 1992, Mr. Dick served in various managerial capacities at INA/CIGBNA Regional and Home Office Management. Mr. Dick holds a B.S.B.A. Degree from Drexel University and served as a Captain in the United States Army (honorably discharged).

Richard V. Atkinson was elected to the Company’s Board of Directors on January 13, 2006. He currently serves as a Director. Mr. Atkinson has been employed as an Actuary since 1982. From 2002 to the present, Mr. Atkinson serves as Vice President, Chief Property & Casualty Actuary for Horace Mann Educators Corporation. From 1991 to 2002, Mr. Atkinson was employed by Mutual Service Insurance Companies, where he was also Vice President, Chief Property & Casualty Actuary. From 1988 to 1991 Mr. Atkinson was employed by Deloitte and Touche. From 1982 to 1988 Mr. Atkinson was employed by NWNL General Insurance Company. Mr. Atkinson’s has held a wide variety of responsibilities for property and casualty insurance companies, including exposure management, reinsurance procurement, business planning and forecasting, product pricing, product development, and reserving. Mr. Atkinson holds a B.A. Degree from the University of Minnesota-Morris (1982), where he was awarded Scholar of the College. Mr. Atkinson holds an M.B.A. degree from the University of Minnesota Carlson School of Business (2001). Mr. Atkinson is a Fellow of the Casualty Actuarial Society, and a Member of the American Academy of Actuaries. He has authored and co-authored papers presented to the Casualty Actuarial Society Forum and the Casualty Actuarial Society Discussion Paper Program.

William N. Majerus, Esq. joined the Company on January 13, 2006. He currently serves as a Director. Mr. Majerus has experience in insurance law, litigation, arbitration, insurer-agent relationships, and property losses. He is licensed to practice law in Minnesota and is a member of the Minnesota State and Hennepin County Bar Associations. He is a member of the panel of arbitrators for the Hennepin County District Court and the American Arbitration Association. From 1999 to 2005, he served as an investigator for the Minnesota Office of Lawyers Professional Responsibility. Mr. Majerus holds a B.A. Degree from the University of St. Thomas and a J.D. Degree from Hamline University School of Law.

Joseph J. Pingatore, Esq. joined the Company on January 13, 2006. He currently serves as Secretary and Director. From 2005 to the present, Mr. Pingatore has served as Vice President and General Counsel for Western National Insurance Group of Edina, Minnesota. From 2001 to 2004, Mr. Pingatore served as Vice President, Senior Counsel,

And Assistant Secretary for Country Insurance & Financial Services/MSI Insurance of Bloomington, Illinois/Arden Hills, Minnesota. From 1987 to 2001, Mr. Pingatore was employed by MSI Insurance Companies where he served as Vice President, General Counsel, and Secretary from 1997 to 2001, Assistant General Counsel and Assistant Corporate Secretary from 1995 to 1997, Senior Counsel and Claims Counsel from 1991 to 1995, and Claims Counsel from 1987 to 1991. From 1983 to 1987, Mr. Pingatore was a partner at Klampe, Pingatore & Nordstrom, Attorneys at Law of Rochester, Minnesota. From 1981 to 1983, Mr. Pingatore was an Associate Attorney at Brown, Bins, & Klampe, Attorneys at Law of Rochester, Minnesota. Mr. Pingatore holds a B.G.S. Degree from the University of Minnesota, Minneapolis, Minnesota and a J.D. Degree (cum laude) from William Mitchell College of Law, St. Paul Minnesota. Mr. Pingatore is admitted to practice in the State of Minnesota, the United States District

Court for the District of Minnesota, and the United Stats Court of Appeals for the Eighth Circuit. He is also a Member and Secretary-Treasurer of the Minnesota Insurance Federation and holds an appointment to the American Arbitration Association Panel of Arbitrators.

Board Matters

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do believe that a majority of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the New York Stock Exchange or NASDAQ.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation received for the period from the date of the Company’s incorporation on April 22, 2005 through December 31, 2005 for services rendered to the Company in all capacities by the Company's Chief Executive Officer and any officer with total annual salary and bonus over $100,000 per year.

		Annual Compensation			Long Term Compensation Awards

Name and principal position	Year	Salary ($)	Bonus ($)	Other annual compensation ($)	Restricted stock award(s) ($)	Securities Options/SARs (#)

Philip R. Hardy, Chairman	2005	-0-	-0-	-0-	-0-	-0-
Gregg Barrett, Assistant Secretary & Director	2005	-0-	-0-	-0-	-0-	-0-
Stephen L. Rohde, President, Treasurer & Director	2005	-0-	-0-	$47,293(1)	-0-	-0-
Stephen W. Dick, Vice President	2005	-0-	-0-	$16,376(1)	-0-	-0-
Richard V. Atkinson, Director	2005	-0-	-0-	-0-	-0-	-0-
William N. Majerus, Esq., Director	2005	-0-	-0-	-0-	-0-	-0-
Joseph J. Pingatore, Esq., Secretary & Director	2005	-0-	-0-	-0-	-0-	-0-
Total (7 persons)	2005	-0-	-0-	-0-	-0-	-0-

(1) Amounts shown were paid in accordance with consulting agreements between the company and the individual shown. A portion of these payments represent amounts paid to reimburse expenses.

The following tables show for the period ending December 31, 2005, certain information regarding options granted to, exercised by, and held at year end by, the Named Executive Officers:

	Individual Grants

Name	Number of Securities Underlying Options/ SARs Granted (#)	% of Total Options/ SARs Granted to Employees in Fiscal Year	Exercise Or Base Price ($/Sh)	Expiration Date


None.

Stock Option Exercises and Fiscal Year-end Values

The following table presents information for the Named Executive Officers with respect to stock options exercised during fiscal year 2005 and unexercised options held as of the end of the fiscal year.

Aggregated Option Exercises In Fiscal Year 2005 And Fiscal Year End Option Values

Name	Shares Acquired On Exercise (#)	Value Realized by Company ($)	Number of Securities Underlying Unexercised Options at Fiscal Year End 11/30/04 Exercisable/Unexercisable	Exercise Price Value of Unexercised In-the-Money Options at Fiscal Year End ($)Exercisable/Unexercisable

None.

Compensation of Directors

Our bylaws do not prohibit us from compensating directors for services related to their membership in board committees and allow the reimbursement of expenses of directors for their attendance at each meeting of our board of directors. We currently plan to pay our outside directors compensation of $20,000 per year for their services to the company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 16, 2006, certain information as to shares of our common stock owned by (i) each person known to beneficially own more than 5% of the outstanding common stock, (ii) each of our directors, and named executive officers, and (iii) all of our executive officers and directors as a group. Unless otherwise indicated, the address of each named beneficial owner is the same as that of our principal executive offices located at 3001 N Rocky Point Dr East, Ste 200 Tampa, FL 33607.

Name and Address of Beneficial Owner ⁽¹⁾	Number of Shares Beneficially Owned ⁽²⁾	Percentage of Class Beneficially Owned

Philip R. Hardy, Chairman	3,500,000	10.41%
Gregg Barrett Assistant Secretary and Director	3,500,000	10.41%
Stephen L. Rohde, President, Treasurer and Director	1,000,000	2.97%
Stephen W. Dick, Vice President	200,000	0.59%
Richard V. Atkinson, Director	200,000	0.59%
William N. Majerus, Esq., Director	200,000	0.59%
Joseph J. Pingatore, Esq., Secretary and Director	200,000	0.59%
All executive officers and directors as a group (7 persons)	8,800,000	26.17%
Akron Associates, Inc.	2,000,000	5.95%
Last Chance Real Estate, Inc.	3,700,000	11.00%
George Barton	3,500,000	10.41%
EMH Advisory Services, Inc.	2,500,000	7.43%
Ron Moschetta	3,150,000	9.37%
Phoenix Holdings	3,500,000	10.41%
Ivan Turner	3,500,000	10.41%
StarInvest Group, Inc.	1,000,000	2.97%

(1)

The address for each of the persons listed above is the Company’s address as disclosed in this Prospectus. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the Commission, shares of common stock that each named person and group has the right to acquire within 60 days pursuant to options, warrants, or other rights, are deemed outstanding for purposes of computing shares beneficially owned by and the percentage ownership of each such person and group. Applicable percentages are based on shares outstanding on February 15, 2006, adjusted as required by rules promulgated by the SEC.

(2)

Unless otherwise noted, all shares listed are owned of record and the record owner has sole voting and investment power, subject to community property laws where applicable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 28, 2005, the Company’s Board of Directors approved the issuance of a $125,000 promissory note to StarInvest Group, Inc. in exchange for the company’s receipt of $125,000 in cash from StarInvest. The note issued to StarInvest is unsecured, carries an interest rate of 6% (simple interest), and all accrued and unpaid interest and principal is due and payable March 1, 2008.

On October 17, 2005, the Company’s Board of Directors approved the issuance of a $50,000 promissory note to EMH Advisory Services, Inc. in exchange for the company’s receipt of $50,000 in cash from EMH. The note issued to EMH is unsecured, carries an interest rate of 6% (simple interest), and all accrued and unpaid interest and principal is due and payable March 1, 2008.

On February 17, 2006, the Company’s Board of Directors approved the issuance of a $25,000 promissory note to David L Cohen, Inc. in exchange for the company’s receipt of $25,000 in cash from David L Cohen. The note issued to David L Cohen is unsecured, carries an interest rate of 6% (simple interest), and all accrued and unpaid interest and principal is due and payable March 1, 2008.

On February 2, 2006, the Company’s Board of Directors issued the following shares of our common stock in payment for the services rendered to the company as follows: (A) 3,500,000 shares to Philip R. Hardy, Chairman of the Board in consideration of his services in developing the company’s business plan and in evaluating alternative strategies for the company; (B) 3,500,000 shares to Gregg Barrett, Assistant Secretary and Director in consideration of his services in developing the company’s business plan and in evaluating alternative strategies for the company; (C) 1,000,000 shares to Stephen L. Rohde for assistance in coordinating, licensing of insurance company activities and in selecting management and the Board of Directors; (D) 200,000 shares to Stephen W. Dick, Vice President for advising the company in developing rates, underwriting guidelines, and forms; (E) 200,000 shares to Richard Atkinson for actuarial and financial advice; (F) 200,000 shares to William N. Majerus, Director, in consideration of his regulatory advice to the company; and (G) 200,000 shares to Joseph J. Pingatore, Secretary and Director in consideration for his corporate governance advice to the company. All of the shares issued were valued at $0.0024 per share.

On the same date, the Company’s Board of Directors also issued the following shares of our common stock in payment for the services rendered to the company as follows: (A) 3,500,000 shares to George Barton in consideration of advisory services on new clams methodology, and consulting services; (B) 200,000 shares to Kelly King in consideration for his assistance in selecting legal counsel and developing the financial model; (C) 200,000 shares to Jeff Lawrence in consideration of his assistance in evaluating the Florida market; (D) 25,000 shares to Michael Poujol in consideration for consulting services received by the company; (E) 25,000 shares to John A. Martel in consideration for consulting services received by the company; (F) 25,000 shares to Robert H. Cole in consideration for his consulting services; (G) 1,500,000 shares to David L. Cohen in consideration for his consulting services; (H) 3,500,000 shares to Phoenix Holdings in consideration for their consulting services; (I) 3,150,000 shares to Ron Moschetta in consideration for the company’s receipt of financial advisory services; (J) 3,500,000 shares to Ivan Turner in consideration for his advice and guidance regarding claims adjusting procedures; (K) 2,500,000 shares to EMH Advisory Services, Inc. in consideration of public relations services; (L) 2,000,000 shares to Akron Associates, Inc. in consideration of consulting services; (M) 1,000,000 to Star Invest in consideration for consulting services; and (N) 3,700,000 shares to Last Chance Real Estate in consideration for consulting services. All of the shares issued were valued at $0.0024 per share.

DESCRIPTION OF SECURITIES

The following description summarizes some of the terms of our capital stock and provisions of our Articles of Incorporation and Bylaws, which are attached as an exhibit to this Registration Statement, and is qualified in its entirety by reference to our Articles of Incorporation and Bylaws.

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.0001 par value per share and 10,000,000 shares of our preferred stock $0.0001 par value per share. The preferred stock may be issued, from to time, in one more series, as determined solely by our Board of Directors without any action necessary on the part of our stockholders. As of the date of this prospectus, there were 33,625,000 shares of our common stock outstanding and held of record by 21 holders. We have not issued any shares of our preferred stock and we have no current plans to do so.

Common Stock

Holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of our common stock are entitled to receive such lawful dividends as may be declared by our board of directors. In the event of our liquidation, dissolution or winding up, the holders of shares of our common stock shall be entitled to receive pro rata all of our remaining assets available for distribution to our stockholders. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable, and shares of common stock to be issued pursuant to this registration statement will be fully paid and non-assessable.

Preferred Stock

Our board of directors has the authority, without further action of the shareholders, to issue up to 10,000,000 shares of our preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and the number of shares constituting any series or the designation of such series. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and could have the effect of delaying, deferring, or preventing a change in control of our company. We have no present plans to issue any shares of our preferred stock.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is anticipated to be U.S. Stock Transfer Company, Glendale, California.

SELLING STOCKHOLDER

We are registering the resale of up to 2,500,000 shares of our common stock on behalf of EMH Advisory Services, Inc., the selling stockholder named below. The selling shareholder will not undertake the sale of its shares until such time as: (i) the Company has achieved the minimum offering of $8,500,000 of gross proceeds from this offering and sale of the shares and (ii) a market is established in accordance with Rule 3a4-1 of the Securities Exchange Act of 1934.

The following table identifies the selling stockholder and indicates (i) the nature of any position, office or other material relationship that the selling stockholder has had with us during the past three years (or any of our predecessors or affiliates) and (ii) the number of shares and percentage of our outstanding shares of common stock owned by the selling stockholder prior to the offering, the number of shares to be offered for the selling stockholder's account and the number of shares and percentage of outstanding shares to be owned by the selling stockholder after completion of the offering.

Name of Selling Stockholder(3)	Shares Beneficially Owned Prior To Offering⁽¹⁾	Percent of Class of Shares Owned Before the Offering⁽²⁾	Maximum No. of Shares to be Sold in this Offering	Total Shares Owned After This Offering
Name of Selling Stockholder(3)	Shares Beneficially Owned Prior To Offering⁽¹⁾		Maximum No. of Shares to be Sold in this Offering	If Minimum Offering Achieved	%	If Maximum Offering Achieved	%

EMH Advisory Services, Inc.	2,500,000	7.43%	2,500,000	0(4)	0%	0(4)	0%

(1)

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, are counted as outstanding for computing the percentage of the person holding such options but are not counted as outstanding for computing the percentage of any other person.

(2)	Based 33,625,000 shares of common stock issued and outstanding as of February 28, 2006

(3)	The sole stockholder of EMH Advisory Services, Inc., Geraldine Tauscher.

(4)	Assumes that the selling shareholders sells all of its shares in this offering.

We have entered into a consulting agreement with the selling stockholder whereby the selling stockholder performs certain public relations and other consulting services. The shares issued to the selling stockholder are in consideration for the consulting services provided and to be rendered and the consulting agreement included a tag-along or “piggyback” registration provision for up to 2,500,000 of the shares issued to the selling stockholder, which registration rights have been exercised by the selling stockholder for the registration of its shares included in this prospectus.

PLAN OF DISTRIBUTION

All of the 15,000,000 shares of our common stock that are offered by the company will be sold directly by our officers and directors. Our officers and directors will not receive or earn any compensation from the sale of the shares. We are relying upon Rule 3a4-1 of the Securities Exchange Act of 1934 for the sale of the shares offered hereby.

We have not entered into any agreement with any underwriter for the offering and sale of the common stock that we seek to sell. In the event that we do enter into an underwriting agreement with an independent broker-dealer registered with the National Association of Security Dealers, Inc. we anticipate that we will pay the selling commissions equal to approximately seven percent (7%) with respect to the shares acquired and sold by such underwriter and a non-accountable expense allowance and due diligence reimbursement of three percent (3%) of the proceeds resulting from the sales of shares by such underwriter. We do not anticipate paying any selling commissions and any non-accountable expense allowances and due diligence reimbursements with respect to shares sold by the company or its officers or directors. The company may, under certain circumstances, indemnify the underwriter from certain civil liabilities which may arise with respect to this offering, including liabilities under the Securities Act of 1933, as amended. There can be no assurance that we will secure the services of any underwriter to assist us with this offering or that we will be successful in selling any of the shares offered by this prospectus.

The selling stockholder may offer all or a portion of its 2,500,000 shares offered by this prospectus for sale, from time to time, pursuant to this prospectus, in one or more private negotiated transactions, in open market transactions in the over-the-counter market, or otherwise, or by a combination of these methods, at fixed prices, at market prices prevailing at the time of the sale, at prices related to such market prices, at negotiated prices or otherwise. The selling stockholder may effect these transactions by selling shares directly to one or more purchasers or through broker-dealers or agents.

To our knowledge, the selling stockholder has not made any arrangements with any brokerage firm for the sale of the shares. The selling stockholder has advised us it presently intends to dispose of the shares through broker-dealers in ordinary brokerage transactions at market prices prevailing at the time of the sale. However, depending on market conditions and other factors, the selling stockholder may also dispose of the shares through one or more of the other methods described above.

The selling stockholder may be considered an “underwriter” within the meaning of the Securities Act in connection with the sale of his shares. Any broker-dealers or agents who act in connection with the sale of the shares may also be deemed to be underwriters. Profits on any resale of the shares by the selling stockholder and any discounts, commissions or concessions received by such broker-dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Because the selling stockholder may be considered to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, the selling stockholder may be subject to the prospectus delivery requirements of Section 5 of the Securities Act for transactions involving the sale of our common stock.

The selling stockholder is subject to the applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M. Regulation M may limit the timing of purchases and sales of any of the shares of our common stock by the selling stockholder and any other person distributing our common stock. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of shares of our common stock to engage in market-making activities with respect to the particular shares of common stock being distributed for a period beginning five business days prior to the commencement of such distribution and ending upon such person's completion of participation in the distribution. All of the foregoing may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock. Rules 101 and 102 of Regulation M, among other things, generally prohibit certain participants in a distribution from bidding for, purchasing or inducing any person to bid for or purchase any of the securities that are the subject of the distribution. Rule 104 of Regulation M governs bids and purchases made to stabilize the price of a security in connection with a distribution of the security.

The shares offered by the selling stockholder are being registered pursuant to our contractual obligations to the selling stockholder and we have agreed to pay the expenses of the preparation of this prospectus. In the event that we are able to achieve the minimum offering, the sale of shares by the selling shareholder may negatively impact our ability to sell additional shares after the minimum offering is achieved. The selling activity by the selling shareholder may also divert potential subscribers from purchasing our shares or put downward pressure on the overall trading levels for our shares in the after-market.

Escrow Agent

We are in the process of identifying possible candidates to serve as the escrow agent for the proceeds received until the minimum of $8.5 million of proceeds from our sale of shares hereby is satisfied. We anticipate entering into an escrow agreement with the escrow agent that we will ultimately identify for this offering. Under the terms of the anticipated escrow agreement as we envision it, all proceeds received, if any, from this offering shall be deposited with the escrow agent until the earlier date at which we have received and accepted subscriptions for an aggregate of at least $ 8,500,000 in gross proceeds or 90 days from the commencement of the offering which date may be extended for an additional 30 days by us. Upon receipt and acceptance of subscriptions aggregating $8,500,000 in gross proceeds within the allotted time period, all additional funds received and accepted, if any, shall be immediately released to us and deposited into our general bank account all of which shall be available for use us. There can be no assurance that we will obtain any funds from this offering.

No escrow arrangement has been or will be established with respect to the sale of shares by the selling stockholder.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our certificate of incorporation provides for our indemnification, to the fullest extent permitted or authorized by Delaware general corporate law, of any officer, director, employee or agent of our company with respect to claims arising or asserted against such person by reason of him or her being or having been an officer, director, employee or agent of our company. Insofar as indemnification for liabilities arising under the Securities Act of 1933, known as the “Act,” is permitted to our directors, officers and controlling persons, pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

LEGAL PROCEEDINGS

The validity of the shares of common stock offered by this prospectus has been passed upon for us by the Law Offices of William M. Aul, San Diego, California.

EXPERTS

The financial statements as of and for the period commencing and ending December 31, 2005 included in this prospectus have been audited by Hamilton Misfeldt & Company, P.C., independent registered public accounting firm, as stated in their report dated February 15, 2006 which is also included in this prospectus. Such financial statements have been so included in reliance upon the authority of such firm as experts in accounting and auditing.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, any interest, direct or indirect, in our company or any of our subsidiaries. Nor was any such person connected with us, or any of our subsidiaries, as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form SB-2 under the Securities Act of 1933, relating to the shares of our common stock being offered by this prospectus. For further information pertaining to our common stock and the shares of common stock being offering by this prospectus, reference is made to such registration statement. This prospectus constitutes the prospectus we filed as a part of the registration statement and it does not contain all information in the registration statement, certain portions of which have been omitted in accordance with the rules and regulations of the SEC.

In addition, we will be subject to the informational requirements of the Securities Exchange Act of 1934, and, in accordance with such requirements, we will be required to file reports, proxy statements and other information with the SEC relating to our business, financial statements and other matters. Reports and proxy and information statements filed under Section 14(a) and 14(c) of the Securities Exchange Act of 1934 and other information filed with the SEC as well as copies of the registration statement can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and at the SEC’s Midwest Regional Offices at 500 West Madison Street, Chicago, Illinois 60606. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the SEC at its principal office at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1.800.SEC.0330 for further information on the operation of the public reference room. Such material may also be obtained electronically by visiting the SEC's web site on the Internet at http://www.sec.gov. We anticipate that our common stock will be quoted on The OTC Bulletin Board Market under the symbol ______.

Copies of our filings with the SEC will also be available, free of charge at www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F2
Balance Sheet as of December 31, 2005	F3
Statement of Income and Accumulated Deficit	F4
Statement of Cash Flows	F5
Notes to the Financial Statements	F6

INDEPENDENT AUDITORS' REPORT

BOARD OF DIRECTORS

PREMIER INDEMNITY HOLDING COMPANY

CLEARWATER, FLORIDA

We have audited the accompanying balance sheet of Premier Indemnity Holding Company as of December 31, 2005, and the related statements of income and accumulated deficit, and cash flows for the period from inception (April 1, 2005) to December 31, 2005. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Premier Indemnity Holding Company as of December 31, 2005, and the results of its operations and its cash flows for the initial period then ended, in conformity with accounting principles generally accepted in the United States of America.

HAMILTON MISFELDT & COMPANY, P.C.

February 15, 2006

PREMIER INDEMNITY HOLDING COMPANY

BALANCE SHEET

December 31, 2005

ASSETS

CURRENT ASSETS

Cash

$3,976

TOTAL CURRENT ASSETS

3,976

DEFERRED TAX ASSET

35,060

TOTAL ASSETS

$ 39,036

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable

___________

TOTAL CURRENT LIABILITIES

LONG-TERM DEBT

175,000

STOCKHOLDERS' EQUITY

Common stock, par value $1 per

TOTAL STOCKHOLDERS' EQUITY

(135,964)

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY

$ 39,036

PREMIER INDEMNITY HOLDING COMPANY

	STATEMENT OF INCOME AND ACCUMULATED DEFICIT
		For the Nine Month Period Ended December 31, 2005

Revenue

$ -

Expenses

Organization costs

171,024

TOTAL EXPENSES

171,024

LOSS BEFORE INCOME TAXES

(171,024)

Provision for income taxes

35,060

NET LOSS

(135,964)

Accumulated deficit, beginning of year

Accumulated deficit, end of year

($ 135,964)

PREMIER INDEMNITY HOLDING COMPANY

		STATEMENT OF CASH FLOWS
	For the Nine Month Period Ended December 31, 2005

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (135,964)

Adjustments to reconcile net loss

Net cash used by operating activities

(171,024)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from long-term debt

175,000

Net cash provided by financing activities

175,000

NET INCREASE IN CASH

3,976

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVILENTS, END OF PERIOD

$ 3,976

SCHEDULE OF NONCASH INVESTING ACTIVITIES

There were no noncash investing activities for the nine month period ended December 31, 2005.

PREMIER INDEMNITY HOLDING COMPANY

	NOTES TO FINANCIAL STATEMENTS
		December 31, 2005

Note 1:

Summary of significant accounting policies

Nature of operations - Premier Indemnity Holding Company (PIHC) was incorporated in the state of Florida, in 2005. PIHC has two wholly owned subsidiaries, Premier Indemnity Associates, Incorporated (PIAI) and Premier Indemnity Insurance Company (PIIC). PIHC bylaws and articles of incorporation have been approved by the state of Florida and start-up costs have been incurred. PIAI bylaws and articles of incorporation have been approved, but no transactions have been completed. Florida state approval of the bylaws and articles of incorporation of PIIC are pending and no activity has taken place.

The primary business is to sell homeowners insurance to Florida residents. As of December 31, 2005, operations of the Corporation had not yet begun.

Cash and cash equivalents - For purposes of the statement of cash flows for the nine months ended December 31, 2005, PIHC considers all short-term instruments purchased with a maturity of three months or less to be cash equivalents. There are no cash equivalents at December 31, 2005.

Organizational costs - Organizational costs consist of legal, accounting, and consulting fees, as well as travel costs, incurred prior to PIHC beginning operations. In accordance with Statement of Position 98-5, these costs have been expensed as incurred.

Note 2:

Long-term debt

Long-term debt at December 31, 2005 consists of notes due to future investors, unsecured, interest at 6% per annum, principal due in full March 1, 2008.

Note 3:

Common stock

As of December 31, 2005, no shares of common stock have been issued. PIHC is authorized to issue 100 million shares of common stock, and anticipates issuance of 45 million shares in February 2006.

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.		Common Stock
__________________________________

TABLE OF CONTENTS

SUMMARY INFORMATION	--	_________________ PROSPECTUS _________________ Dated: _____, 2006
RISK FACTORS	--
FORWARD-LOOKING STATEMENTS	--
USE OF PROCEEDS	--
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	--
DESCRIPTION OF BUSINESS	--
DESCRIPTION OF PROPERTY	--
MANAGEMENT'S DISCUSSION AND ANALYSIS	--
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	--
EXECUTIVE COMPENSATION	--
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	--
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	--
DESCRIPTION OF SECURITIES	--
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	--
PLAN OF DISTRIBUTION	--
SELLING STOCKHOLDERS	--
LEGAL PROCEEDINGS	--
EXPERTS	--
INTEREST OF NAMED EXPERTS AND COUNSEL	--
AVAILABLE INFORMATION	--
INDEX TO FINANCIAL STATEMENTS	--
EXHIBITS	--

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article IX of our Articles of Incorporation contains provisions permitted under Florida law relating to the liability of directors. These provisions eliminate a director’s personal liability for monetary damages resulting from a breach of their services and fiduciary duties to the Company, except in circumstances involving wrongful acts, such as:

•	any breach of the director’s duty of loyalty;
•	acts or omissions which involve a lack of good faith, intentional misconduct or a knowing violation of the law;
•	payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law; or
•	any transaction from which the director derives an improper personal benefit.

These provisions do not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of director’s fiduciary duty. These provisions will not alter a director’s liability under federal securities laws.

As permitted by the Florida General Corporation Law, our Articles of Incorporation require us to indemnify our directors and executive officers to the fullest extent not prohibited by the Delaware law. We may limit the extent of such indemnification by individual contracts with our directors and executive officers. Further, we may decline to indemnify any director or executive officer in connection with any proceeding initiated by such person or any proceeding by such person against us or our directors, officers, employees or other agents, unless such indemnification is expressly required to be made by law or the proceeding was authorized by our Board of Directors. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION

The following table sets forth the estimated expenses in connection with the offering described in this registration statement:

SEC registration fee	$	1,872.50
Printing and engraving expenses	$	15,000
Legal fees and expenses	$	65,000
Accounting fees and expenses	$	10,000
Miscellaneous	$	10,000

Total	$	101,872.50

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On October 17, 2005, the Company’s Board of Directors approved the issuance of a $50,000 promissory note to EMH Advisory Services, Inc.in exchange for the company’s receipt of $50,000 in cash from EMH. The note issued to EMH is unsecured, carries an interest rate of 6% (simple interest), and all accrued and unpaid interest and principal is due and payable March 1, 2008.

On the same date, the Company’s Board of Directors also issued the following shares of our common stock in payment for the services rendered to the company as follows: (A) 3,500,000 shares to George Barton in consideration of advisory services on new clams methodology, and consulting services; (B) 200,000 shares to Kelly King in consideration for his assistance in selecting legal counsel and developing the financial model; (C) 200,000 shares to Jeff Lawrence in consideration of his assistance in evaluating the Florida market; (D) 25,000 shares to Michael Poujol in consideration for consulting services received by the company; (E) 25,000 shares to John A. Martel in consideration for consulting services received by the company; (F) 25,000 shares to Robert H. Cole in consideration for his consulting services; (G) 1,500,000 shares to David L. Cohen in consideration for his consulting services; (H) 3,500,000 shares to Phoenix Holdings in consideration for their consulting services; (I) 3,150,000 shares to Ron Moschetta in consideration for the company’s receipt of financial advisory services; (J) 3,500,000 shares to Ivan Turner in consideration for his advice and guidance regarding claims adjusting procedures; (K) 2,500,000 shares to EMH Advisory Services, Inc. in consideration of public relations services and other consulting services; (L) 2,000,000 shares to Akron Associates, Inc. in consideration of consulting services; (M) 1,000,000 to Star Invest in consideration for consulting services; and (N) 3,700,000 shares to Last Chance Real Estate in consideration for consulting services. All of the shares issued were valued at $0.0024 per share.

The parties intended the above private placements to be exempt from registration under the Securities Act by virtue of Section 4(2) or Regulation D under the Securities Act. The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and instruments issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us and each investor was knowledgeable, sophisticated and experienced in making investments of this kind.

ITEM 27. EXHIBITS

Exhibit No.	Description of Exhibit
3.1	Articles of Incorporation, as filed on April 22, 2005
3.2	Amendment to Articles of Incorporation
3.3	Bylaws
3.4	Articles of Incorporation – Premier Indemnity Insurance Company
3.5	By-Laws of Premier Indemnity Insurance Company
3.6	Articles of Incorporation – Premier Indemnity Associates, Inc.
3.7	By-Laws of Premier Indemnity Associates, Inc.
4.1	Specimen Stock Certificate (To be filed by Amendment)
5.1	Opinion of William M. Aul (To be filed by Amendment)
10.1	Escrow Agreement (To be filed by Amendment)
10.2	Consulting Services Agreement with EMH Advisory Services, Inc.
10.3	Consulting Agreement with Stephen L. Rohde
10.4	Subscription Agreement and Note Issued to StarInvest Group, Inc.
10.5	Subscription Agreement and Note Issued to EMH Advisory Services, Inc.
10.6	Subscription Agreement and Note Issued to David L Cohen.
10.7	Office Lease Agreement
10.8	Policy Administration Full Service Agreement
10.9	Claims Administration Services Agreement
23.1	Consent of Hamilton Misfeldt & Company P.C.
23.2	Consent of William M. Aul (To be filed by Amendment)

ITEM 28. UNDERTAKINGS

(a)	The undersigned registrant hereby undertakes:
	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
		(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;
		(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price present no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;
		(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
		PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

	(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused Registration Statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on March 7, 2006.

	PREMIER INDEMNITY HOLDING COMPANY
	By: /s/ Stephen L. Rohde Stephen L. Rohde, President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints, Stephen L. Rohde and his true and lawful attorney in fact and agent acting alone, with full powers of substitution and resubstitution, for his or her and in his or her name, place and stead, in any and all capacities, this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE

TITLE

DATE

/s/ Stephen L. Rohde

Stephen L. Rohde

President, Treasurer and Director

March 7, 2006

/s/ Stephen L. Rohde

Stephen L. Rohdee

Treasurer & Director

(principal financial and accounting officer)

March 7, 2006

/s/ Philip R. Hardy

Philip R. Hardy

Chairman of the Board

March 7, 2006

/s/ Joseph J. Pingatore, Esq.

Joseph J. Pingatore

Secretary and Director

March 7, 2006

/s/ Richard V. Atkinson

Richard V. Atkinson

Director

March 7, 2006

/s/ Gregg Barrett

Gregg Barrett

Assistant Secretary and Director

March 7, 2006

/s/ William N. Majerus, Esq.

William N. Majerus, Esq.

Director

March 7, 2006

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1	Articles of Incorporation
3.2	Amendment to Articles of Incorporation
3.3	Bylaws
3.4	Articles of Incorporation – Premier Indemnity Insurance Company
3.5	By-Laws of Premier Indemnity Insurance Company
3.6	Articles of Incorporation – Premier Indemnity Associates, Inc.
3.7	By-Laws of Premier Indemnity Associates, Inc.
4.1	Specimen Stock Certificate (To be filed by Amendment)
5.1	Opinion of William M. Aul (To be filed by Amendment)
10.1	Escrow Agreement (To be filed by Amendment)
10.2	Consulting Services Agreement with EMH Advisory Services, Inc.
10.3	Consulting Agreement with Stephen L. Rohde
10.4	Subscription Agreement and Note Issued to StarInvest Group, Inc.
10.5	Subscription Agreement and Note Issued to EMH Advisory Services, Inc.
10.6	Subscription Agreement and Note Issued to David L Cohen.
10.7	Office Lease Agreement
10.8	Policy Administration Full Service Agreement
10.9	Claims Administration Services Agreement
23.1	Consent of Hamilton Misfeldt & Company P.C.
23.2	Consent of William M. Aul (To be filed by Amendment)

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EXHIBIT 23.1

March 3, 2006

Board of Directors

Premier Indemnity Holding Company

3001 N. Rocky Point Drive, Suite 200

Tampa, Florida 33607

We hereby confirm our consent to the inclusion in the Form SB-2 Registration Statement for Premier Indemnity Holding Company our audited financial statements of Premier Indemnity Holding Company as of and for the period ended December 31, 2005.

Sincerely,

HAMILTON MISFELDT & COMPANY, P.C.

EX-3.(I) 4 ex36.htm EXHIBIT 3.6 ARTICLES OF INCORPORATION

EXHIBIT 3.6

I certify from the records of this office that PREMIER INDEMNITY ASSOCIATES, INC. is a corporation under the laws of the State of Florida, filed on August 11, 2005.

The document number of this corporation is P05000112422.

I further certify that said corporation has paid all fees due this office through December 31, 2005, and its status is active.

I further certify that said corporation has not filed Articles of Dissolution.

Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Twelfth day of August, 2005

I certify from the records of this office that PREMIER INDEMNITY ASSOCIATES, INC. a Florida corporation, filed on August 11, 2005, as shown by the records of this office.

The document number of this corporation is P05000112422.

Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Twelfth day of August, 2005

ARTICLES OF INCORPORATION

PREMIER INDEMNITY ASSOCIATES, INC.

The undersigned incorporator, in order to form a corporation for the purposes hereinafter

stated under and pursuant to the provisions of Chapter 607, Florida Statutes, do hereby certify as'

follows:

Article I

Name

The name of the corporation is PREMIER INDEMNITY ASSOCIATES, INC. (hereinafter the "Corporation").

Article II

Principal Office

The principal place of business and mailing address of the corporation is 2655 Ulmerton Road, #342, Clearwater, Florida 33762. The Corporation may establish and maintain the principal place of business at such other place within the State of Florida as may be determined by the Board of Directors from time to time.

Article III

Duration

The period of duration of this Corporation shall be perpetual.

Article IV

Purpose

The Corporation is organized to engage in any lawful activity for which a corporation maybe organized under Chapter 607, Florida Statutes.

Article V

Resident Agent

The name and address of the Corporation's Florida registered agent is:

John R. Dunphy.

Blank, Meenan & Smith, P.A.

204 South Monroe Street

Tallahassee, FL 32302

Article VI

Shares

The Corporation shall have the authority to issue one. hundred million (100,000,000.00) shares of common stock with a par value of $1.00 per share. No shares of stock may be issued for less than par value. Each outstanding share of stock is entitled to one (1) vote, and all outstanding shares have equal voting rights in all respects. The. holders of the outstanding shares of stock shall be entitled to receive, when and as declared by the Board of Directors, dividends payable either in cash, property, or shares of the capital of the Corporation.

Article VII

By-laws

The power to adopt, alter, amend or repeal by-laws shall be vested in the Board of Directors and Shareholders.

Article VIll

Directors

The governing body of the Corporation is styled as the Board of Directors. The number of directors of the Corporation, the qua1ifications of directors, the time and place of director elections, and the term of office of each director shall be such as from time to time shall be fixed by, or in the manner provided in, the-by-laws of the Corporation as prescribed by law.

The initial Board of Directors are:

l.)	Steve Rohde	President and Treasurer
	1966 Edgecombe Road
	St. Paul, MN 55116

2.)	Stephen Dick	Vice President and Secretary
	305 Park Springs Road
	Columbia, S. C. 29223

Article IX

Indemnification

The Corporation shall indemnify its directors, officers, and agents against liabilities arising out of their respective services and duties to the Corporation. Indemnification will be made for costs and expenses, including attorney fees, judgments and settlement payments. .

Article X

Initial Officers

The names, addresses and titles of the initial officers of the corporation are:

	Steve Rohde					President and Treasurer
	1966 Edgecombe Road
	St. Paul, MN 55116
	Stephen Dick					Vice President and Secretary
	305 Park Springs Road
	Columbia, S. C. 29223

Article XI

Amendments

These Articles of Incorporation may be amended: in. the manner provided by law, and may be amended without adoption at a formal meeting if all of the directors sign a written statement approved by all of the shareholders manifesting the intention that an amendment to these Articles of Incorporation be adopted.

Article XII

Incoporator

The name and address of the sole incorporator is as follows:

Gregg Barrett

106 Terrace HL

Bigfork, MT 59911

Article XIII

Transactions in Which Directors or Officers Are Interested

A. No .contract or. other transaction between the corporation and one- or more of its directors or officers, or between the corporation and any other corporation, firm, or entity in which one or more of the corporation's directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely because of such relationship or interest, or solely because such director or directors is or are present at or participate in the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because his or their votes are counted for such purposes, if:

1. The fact of such relationship or interest is disclosed or known to the Board of Directors or the committee which authorizes or approves the contract or transaction; or

2. The fact of such relationship or interest is disclosed or known to the shareholders of the corporation entitled to vote thereon, and they authorize or approve such contract or transaction; or

The contract or transaction is fair and reasonable as to the corporation.

IN WITNESS WHEREOF, the undersigned, being the original subscribing Incorporator to

the foregoing Articles of Incorporation, has executed these Articles of Incorporation on August 10, 2005.

CERTIFICATE DESIGNATING REGISTERED AGENT

AND REGISTERED OFFICE

In compliance with Florida Statutes, Sections 48.091 and 607.0501, the following is

submitted:

PREMIER INDEMNITY ASSOCIATES, INC., desiring to organize as. a corporation under the laws of the State of Florida, has designated Blank, Meenan & Smith, P.A.; P.O. Box 11068,204 South Monroe Street, Tallahassee, Florida 32302-3068, as its initial registered office and has named John R. Dunphy, located at said address, as its initial Registered Agent effective August 10, 2005.

	__________________________
	Gregg Barrett
	Incorporator
	Dated as of August ____,2005

Having been named Registered Agent to accept service of process for PREMIER INDEMNITY ASSOCIATES, INC., at the place designated in this certificate, the undersigned hereby accepts said appointment and agrees to act in this capacity effective August 11, 2005, The undersigned further agrees to comply with the provisions of all statutes relating to the proper and complete performance of his duties and is familiar with and accepts the obligations of his position as Registered Agent.

John R. Dunphy

Registered Agent

August 11, 2005

EX-10 5 ex109.htm EXHIBIT 10.9 SERVICE AGREEMENT

Exhibit 10.9

CLAIMS ADMINISTRATION SERVICES AGREEMENT

Between

WATERSTREET COMPANY

(as Administrator)

and

PREMIER INDEMNITY INSURANCE COMPANY

(as the Company)

THIS AGREEMENT, (the “Agreement”), between WaterStreet Company, (“Administrator”), and PREMIER INDEMNITY INSURANCE COMPANY., (the “Company”).

WHEREAS, the Company desires to appoint Administrator as its Claims Service Provider and Administrator desires to accept such appointment subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements, and upon the terms and subject to the conditions hereinafter set forth, the parties do hereby agree as follows:

ARTICLE I

1.01	Appointment. The Company hereby appoints Administrator to act as Claims Administrator, as hereinafter described, on behalf of the Company and by the execution hereof, Administrator accepts such appointment.

1.02

Authority. The Administrator shall process and adjust all claims (hereinafter, “Claims”) arising under the Policies serviced by Administrator. All Claims Services provided by Administrator under this Agreement are to be within authority limits and guidelines set forth within this Agreement. However, the Company shall have the ultimate and final authority over decisions and policies including, without limitation, coverage available under its policies and the payment or non-payment of Claims.

1.03

The Term of this Agreement shall commence on the Effective Date and shall continue for sixty, (60) full calendar months, unless terminated earlier pursuant to the provisions of this Agreement. This agreement shall automatically renew for another term to avoid any disruption in service unless notice of intent to not renew this agreement is received in writing (180 days) prior to the end of the Term in effect.

1.04	This agreement shall become effective on the day Company receives it’s Certificate of Authority from the Office of Insurance Regulation.

ARTICLE II

2.01

Duties of Administrator. The Company acknowledges that Administrator may subcontract with an independent contractor to perform all or part of the claims administration services set forth below, subject to the requirements of this Agreement or may assign certain duties to its affiliates. Administrator shall

perform the following claims services incompliance with applicable law and pursuant to the Company’s written instructions, practices and procedures.

(a)

Loss Notification. Administrator will receive and process loss notices via electronic, fax or phone within one (1) Business Day of receipt.

(b)

Coverage Verification/Assignment. Coverage will be verified, reserves set and a claim file established within one (1) Business Day of receipt. No later than the second Business Day a licensed adjuster shall be assigned and begin making contact with claimants each day until contact is achieved. Written correspondence will be mailed the day of assignment advising the claimant of contacts and general procedural information

(c)

Claims Investigation.

(i)

Investigate all reported claims to the extent the Administrator deems reasonably necessary.

(ii)

Determine and evaluate any coverage issues in connection with the Claims and refer same to the Company or counsel with recommendations.

(iii)

Deny coverage for those Claims, which the Company reasonably determines, should be denied.

(iv)

Adjust, handle, or settle to a conclusion Claims in accordance with state law and the terms of the Policies.

(v)

Administrator is authorized to settle Claims up to fifty thousand dollars ($50,000) per Claim. All Claims in excess of ($50,000) must be approved in writing by Company (letter, fax, or e-mail).

(vi)

Adjust all Claims only through adjusters who are currently licensed (either independent or employee).

(vii)

When authorized by the Company, appoint independent counsel, as necessary to provide legal services as part of the investigation of Claims and/or the determination of policy coverage applicable. Counsel shall be selected from a list approved by the Company and Administrator.

(viii)

Prepare checks, vouchers, drafts, compromise agreements, releases, and other documents reasonably necessary to pay Claims, close out Claims and pay authorized fees and legal expenses on behalf of Company.

(ix)

Review outstanding Claim reserves monthly and recommend any changes to such reserves.

(x)

Record and report each loss and ALAE Expense paid.

(xi)

Report loss information to ISO Claim Search, or any other loss reporting service to which the Company subscribes.

(xii)

Coordinate any third-party or litigation related services.

(xiii)

Prepare and distribute required federal and state 1099 filings.

(xiv)

Report suspected fraud as required by any applicable statute or regulation in the state(s) where the Policies are issued.

(d)

Claim Negotiation/Settlement. Promptly notify Company of the following:

(i) Any loss or Claim resulting in a lawsuit being instituted against the Administrator and /or the Company.

(ii) Any complaint filed with any insurance department or other regulatory authority relating to any loss or Claim.

(iii) Any Claim, which the Administrator reasonably determines, is not covered by the Company’s policy or involves a coverage dispute.

(iv) Any loss, which the Administrator anticipates, will result in a loss payment in excess of $50,000.

(v) Any Claim open for more than twelve (12) months, or which involves extra contractual allegations, or is in excess of policy limits.

(vi) Any suspected fraud, or any allegation of “bad faith” in Claims handling against the Administrator or the Company.

(e)

Salvage/Subrogation Pursuit. Administrator will, when appropriate, undertake all necessary procedures through salvage or subrogation to pursue the recovery of loss expenditures. Subrogation activities consist of pursuit of subrogation recoveries, including without limitation notification of subrogation interest, follow-up activity, letters, filing of appropriate arbitration forms, and initiation of litigation if necessary. Any monies collected for Salvage/Subrogation shall be promptly deposited in the Claims Disbursement Account.

(f)

Licenses/Law. Administrator shall maintain in good standing all licenses, permits or authorizations necessary or appropriate to perform Claim Services under this Agreement in compliance with all applicable laws, rules, and regulations; and use only adjusters, investigators or appraisers who are duly licensed in the states where their services are performed.

(g)

Policy Provisions. Neither the Administrator nor anyone appointed by the Administrator shall have any right or authority to alter, modify, or terminate any Policy, waive any Policy provision, or to commit the Company to any Claim settlement with any of the Company’s reinsurers without the prior written consent of the Company.

(h)

Catastrophe Response Team. Administrator shall provide additional services to handle a catastrophic event which include but are not limited to the following:

(i)

Conduct adjuster workshops and develop customized training manuals.

(ii)

Provide storm tracking information and reserve equipment and supplies reasonably necessary to perform its obligations under this agreement.

(iii)

Establish specific procedures that will provide direction to all personnel during each unique event.

(iv)

Establish satellite service centers in reasonably close proximity to the affected area, as may be necessary.

(v)

Provide management oversight of all special operations, as may be reasonably necessary.

(vi)

Provide on-line access to loss information as soon as communications become available.

(vii)

Assign and re-assign files as necessary throughout the event.

(i)

Reports. Administrator shall provide all the standard Claims reports listed under the “Reports” menu in the Claims Administration System and any additional reports or report modifications as identified during the initial 90 days of said agreement, at no additional charge to Company. After the initial period, customized reports are subject to the fee schedule attached hereto.

2.02	Records. Administrator shall maintain all closed files for a period of seven (7) years from the date of the last file activity. At the end of this period Company can request files be forwarded to Company or stored by Administrator at Company’s expense. Claims files are the property of the Company.

2.03

Additional Services. Administrator shall render other services as are reasonably necessary or appropriate to properly provide the Company services, and fulfill the functions, as provided for and intended by this Agreement. Any additional charges for these services are listed in the attached schedules.

2.04	Independent Contractor.

(j)

Nothing contained in this Agreement shall be deemed to create the relationship of employer and employee, partners, or joint venture’s between the Company and/or the Administrator, it being understood and agreed that the Administrator is and independent contractor of the Company, with all rights, duties and powers as such.

(ii)

Administrator shall not act as insurer, nor shall it be ultimately financially responsible for payment or satisfaction of Claims or causes of action against any insured’s. Company acknowledges and agrees that Administrator assumes no insurance risk for the business processed under this Agreement.

(iii)

Administrator shall not give, or be required to give, any legal opinion, or provide any legal representation, to any insured or to the Company, such opinions and representations to be provided only by duly licensed outside counsel employed for that purpose.

2.05	Audit. Administrator shall make necessary records and entire Claim File(s) available for Company or Department of Insurance audits upon 10 days written notice (fax, e-mail, or letter).

ARTICLE III

COMPENSATION

3.01

Fee Schedule. The Company shall compensate Administrator for the services rendered by Administrator in accordance with Schedule A attached hereto. The Company will pay Administrator the compensation earned in accordance with this agreement monthly within 15 days of the end of each month. Company’s failure to pay all fees and expenses when due shall be considered a material breach of this Agreement. Further, if Company fails to pay any fees and expenses due Administrator as herein provided, Company shall pay to Administrator in addition to all sums otherwise due, interest which shall accrue at 1.5% per month on such delinquency from the date the fees or expenses became past due. Failure or forbearance to exercise any of its rights and privileges hereunder shall not constitute the forfeiture or waiver of such rights and privileges on the part of Administrator. Company acknowledges some services provided are outside the standard fee schedule and therefore need to be reimbursed in a timely manner as covered above.

3.02

Special Services.

Charges are as follows:

(i)

Catastrophe Services are subject to Schedule A.

(ii)

Any third party services related to a Claim, such as, but not limited to, investigators, engineers fees and costs, expert fees and costs, all legal fees, travel expenses for Administrator employees and fees for incidental reports are direct costs of Company and must be reimbursed promptly to support timely Claims Service.

ARTICLE IV

DUTIES OF COMPANY

4.01

Standards. Company shall provide the Administrator with such reasonable guidelines, policies, procedures and other Claims related information in a timely fashion as to allow Administrator to perform the duties within said Agreement. Company shall cooperate with the Administrator to the extent reasonably necessary to enable the Administrator to adequately perform Claims Services under this Agreement, including, without limitation, responding promptly to the Administrator’s requests for relevant information, promptly meeting as needed with the Administrator or persons designated by the Administrator, promptly making decisions on Claims matters as required by this Agreement, and promptly remitting funds as required by this Agreement. Company shall also provide to Administrator, in a timely manner, any and all data, information and other items reasonably required to enable Administrator to perform the Claim Services. Company acknowledges and agrees that delays in delivery of required documentation, data and/or information by Company will result in a similar delay in fulfilling Claim Services, and that such a delay in performing the Claim Services shall not be deemed a breach of the Agreement.

4.02

Loss Coverage. The Company shall have the obligation to provide timely and complete loss coverage in accordance with the terms of the Policies. The Company will make prompt determinations as to coverage where requested to do so by the Administrator. Where the Company makes a determination as to coverage, any liability, loss, cost or expense relating to such coverage shall be borne solely by the Company.

4.03	Administrator’s Taxes. The Company shall not be responsible for any income tax imposed upon the Administrator.

4.04	Administrator’s Trademark and Logo(s). The Company may not use the name, logo or service mark of the Administrator or any of its affiliates in any advertising or promotional material without the prior written consent of the Administrator.

4.05

Authorities. To the extent Administrator is obligated under this Agreement to report Claim statistics and information to ISO Claim Search, NICB and any other reporting bureaus, Company shall become a member of such bureau and shall supply Administrator the necessary passwords/software to accomplish any such reporting obligations.

ARTICLE V

INDEMNIFICATION

5.01

Administrator. Administrator agrees to indemnify and hold the Company, their subsidiaries, successors and assigns, and the shareholders, directors, officers, agents and employees of any of them (collectively, the “Company”), harmless against and in respect of any and all Claims, demands, actions, proceedings, liability, losses, damages, judgments, costs and expenses, attorney’s fees, disbursements and court costs, made or instituted against or incurred by the Company, and which arise, directly or indirectly, out of any failure of the Administrator to perform its obligations under this Agreement.

5.02

The Company. Company agrees to indemnify and hold the Administrator, their subsidiaries, successors and assigns, and the shareholders, directors, officers, agents and employees of any of them (collectively, the “Administrator”), harmless against and in respect of any and all Claims, demands, actions, proceedings, liability, losses, damages, judgments, costs and expenses, attorney’s fees, disbursements and court costs, made or instituted against or incurred by the Administrator, and which arise, directly or indirectly, out of any failure of the Company to perform its obligations under this Agreement.

5.03	Limit of Liability. Except for:

(i)

fees and expenses payable to Administrator under this Agreement for services or,

(ii)

acts of fraud, or willful misconduct,

Each party’s maximum liability to the other party for any cause whatsoever shall be limited to direct damages incurred by that party and shall not exceed the amount of ($500,000) for any regular term of this Agreement. Further, Administrator shall not be liable for any lost profits, business goodwill, or other consequential, punitive, special or incidental damages incurred by Company.

5.04	Survival of Indemnifications. The indemnifications set forth herein shall survive any termination of this Agreement.

5.05

Insurance. Throughout the term of this Agreement, Administrator shall maintain errors and omissions insurance with a policy limit of at least ($1,000,000). Administrator will provide a certificate of insurance satisfactory to Company as evidence of coverage. Coverage will be maintained to cover the period, "Survival of Indemnification", per Article 5.04 above.

ARTICLE VI

TERMINATION

6.01	Termination Reasons.

(i)

Either party may terminate this Agreement upon material breach by the other party of any one or more of the terms and conditions of this Agreement or the related Exhibits provided the party in breach is notified in writing by the other party of the breach and the breach is not cured or a satisfactory resolution agreed upon in writing within thirty (30) days of such written notification.

(ii)

In the event either party makes a general assignment for the benefit of creditors or files a voluntary petition in bankruptcy or petitions for reorganization or arrangement under the bankruptcy laws, or if a petition in bankruptcy is filed against either party, or if a receiver or trustee is appointed for all or any part of its business operations, the other party may terminate this Agreement.

(iii)

In the event either party suspends or terminates its business operations either voluntarily or involuntarily, or otherwise cannot provide the services as set forth herein pursuant to its suspension or termination of its business operations, the other party may terminate this Agreement.

(iv)

This Agreement shall terminate, at the election of Administrator if any public authority cancels or declines to renew such of Company’s licenses as are necessary for the orderly conduct of business to be performed hereunder.

(v)

Any event as set forth in Paragraphs (ii, iii, iv) above shall be deemed an act of default which shall not require the rendering of any notice, nor the provision of any right to cure, and shall immediately entitle the non-defaulting party hereto to terminate this Agreement and avail itself of all other rights provided herein.

(vi)

On termination of this Agreement, Administrator shall, at Company’s expense, return to Company the Company data related to the Services provided by Administrator.

(vii)

Upon termination of this Agreement for any reason, the parties agree to cooperate in good faith with one another.

(viii)

Either party may terminate this agreement upon sending notice in writing one hundred eighty days (180) prior to the end of a regular term for termination effective as of the completion of the regular term.

(ix)

Company acknowledges Administrator’s long-term commitment involved in fulfilling the services outlined is said Agreement, such as, but not limited to leased space, personnel, customized software systems, equipment and necessary third party services. Therefore, this Agreement can only be terminated for the reasons above.

ARTICLE VII

CONFIDENTIALITY AND TRADE SECRETS

7.01

Confidentiality. The recipient (“Recipient”) of confidential data and/or information pursuant to this Agreement shall maintain the confidentiality of all data and/or information which is the property of the other party (“Disclosing Party”), whether originally supplied by the Disclosing Party, or whether generated by the Disclosing Party in the course of performing or facilitating the Claims Administration Services under the Agreement and which is directly accessible to the Recipient or is in the possession of Recipient in the implementation, facilitation and/or performance of the Claims Administration Services. During any term of this Agreement, Recipient may acquire, know, or have within its possession, information (including, but not limited to, Technical Information) and/or data of the Disclosing Party concerning commercial and trade affairs, rating and underwriting rules and guidelines, the identity of clients/insureds, claims, benefits, rates and Agents, financial information, the Proprietary System, the Third Party Proprietary System and business practices of the Disclosing Party (“Confidential Information”). Except as required by law, Recipient shall keep Disclosing Party’s Confidential Information confidential and shall only use the Confidential Information in performing or facilitating the Claim Services under this Agreement. Recipient shall not disclose the Confidential Information without Disclosing Party’s prior written permission except to Recipient’s employees who require the information to perform or facilitate the Claim Services under this Agreement. Each party hereto, as a Recipient, warrants to the other that appropriate measures shall be taken by Recipient to safeguard the confidentiality of the Confidential Information, with a level of care at least equal to the level of care with which Recipient safeguards its own confidential or proprietary information. Parties agree that any Recipient shall have no obligation with respect to any information or data which:

(i)

is already rightfully known to Recipient through means other than Disclosing Party; or

(ii)

is or becomes publicly known through no wrongful act of Recipient; or

(iii)

is rightfully obtained by Recipient from a third-party without similar restriction and without breach of this Agreement; or

(iv)

is independently developed by Recipient without breach of this Agreement.

Disclosing Party shall retain title to all Confidential Information (whether tangible or intangible) delivered thereby pursuant to this Agreement. Recipient shall not copy, reproduce or use any Confidential Information without written authorization of Disclosing Party, except as may be reasonably required to accomplish the Claim Services under this Agreement. Upon written request of Disclosing Party Recipient shall promptly return, or destroy with specific written permission of the Disclosing Party, all tangible copies containing Confidential Information, except those copies kept in the regular course of business, or that are required to be kept pursuant to any stat or federal administrative, regulatory or statutory mandates. The obligations under this Paragraph shall survive the termination of this Agreement. Notwithstanding the foregoing, this Article shall not prevent the disclosure of Confidential Information to the extent legally required by any court or regulatory entity having jurisdiction over the parties. For purposes of Paragraph, Recipient and Disclosing Party shall include within their meaning all respective subsidiaries, agents or Affiliates of the Recipient and Disclosing Party.

7.02

License, Trade Secrets and Propriety Rights. Although Administrator from time to time may use its own proprietary computer software products or other third party proprietary systems in the performance of some of the Services enumerated in this Agreement, THIS AGREEMENT DOES NOT LICENSE TO COMPANY THE USE OF THE SYSTEMS.

(i)

This Agreement grants to Company no right to process or reproduce the computer software programs performing all or any part of the Services or their specifications in any tangible or intangible medium. Company may not mortgage, hypothecate, sell, assign, pledge, lease, transfer, license or sublicense the computer software programs performing all of any part of the Services, this Agreement, nor allow any person, firm or corporation to transmit, copy, or reproduce the computer software programs performing all or any part of the Services or their specifications in whole or part in any manner. In the event Company shall come into possession of the computer software programs performing all or any part of the Services, Company shall immediately notify Administrator and return the computer software programs performing the Services and all copies of any kind thereof to Administrator upon Administrator’s request.

(ii)

If Company received disclosure of Systems, Company promises and agrees not to disclose or otherwise make computer software programs performing all or any part of the Services available to any person other than employees of Company required to have such knowledge for normal use of them. Company agrees to obligate each such employee to a level of care sufficient to protect the computer software programs performing all or any part of the Services from unauthorized disclosure. THE OBLIGATIONS OF COMPANY UNDER THIS ARTICLE SHALL CONTINUE AFTER THIS AGREEMENT IS TERMINATED.

(iii)

Administrator and Company expressly agree that the data generated and/or maintained under this Agreement or any Schedules or Exhibits hereto shall be and remain the sole property of the Company; however Administrator shall be and remain the custodian of the same as set forth in the respective agreements. Administrator shall take any right, title or interest in such data to enforce Administrator’s right to compensation or reimbursement under this Agreement or any Exhibits or Schedules hereto.

ARTICLE VIII

GENERAL

8.01

Entire Agreement. This Agreement (including Schedule A and B) constitutes the sole understanding of the parties with respect to the subject matter hereof; provided, however, that this provision is not intended to abrogate any other written agreement between the parties executed with or after this Agreement. No amendment, modification or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto.

8.02	Parties Bound by Agreement. The terms, conditions and obligations of this Agreement shall inure to the benefit of and be binding upon the parties hereto. No party to this Agreement shall assign or otherwise transfer this Agreement without the prior written consent of the parties to this Agreement.

8.03	Counterparts. This Agreement may be executed in one or more counterparts, each of whom shall for all purposes are deemed to be an original and all of which shall constitute the entire Agreement.

8.04	Headings. The headings of the Articles, Sections and paragraphs of this Agreement are for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

8.05

Modification and Waiver. Any of the terms or conditions of this Agreement may be waived in writing at any time by the party that is entitled to the benefits thereof. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar).

8.06	Notices. Any notice, or other document to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered personally or by telecopy transmission or sent by registered or certified mail or by any express mail service, postage or fees prepaid,

If to Administrator:

	WaterStreet Company
	Attn: President
	P O Box 2700
	108 Crestview Drive
	Bigfork, MT 59911

If to Company:

	Premier Indemnity Insurance Company
	Attn: President
	3001 N. Rocky Point Drive East
	Suite 200
	Tampa FL 33607

Or at such other address or number for a party as shall be specified by like notice. Any notice that is delivered personally or by telecopy transmission in the manner provided herein shall be deemed to have been duly given to the party to whom it is directed upon actually receipt by such party or its agent. Any notice which is addressed and mailed in the manner herein provided shall be conclusively presumed to have been duly given to the party to which it is addressed at the close of business, local time of the recipient, on the fourth business day after the day it is so placed in the mail or, if earlier, the time of actually receipt.

8.07	Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Montana.

8.08

Acts of God. Administrator shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of Service resulting, directly or indirectly, from acts of God, civil or military authority, terrorist attacks, labor disputes, Internet failure, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of Administrator or Company.

8.09

Hiring Employees. Both parties agree that while this Agreement is in effect, neither will directly or indirectly induce any employee of the other to terminate his or her employment; nor will either, without prior written consent of the other, offer employment to any employee of the other, or to former employees of the other during the six (6) month period immediately following such employee’s termination (voluntarily or involuntarily).

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf on the date indicated.

ADMINISTRATOR:

WaterStreet Company

By:

	Name:
	Title:

THE COMPANY:

PREMIER INDEMNITY INSURANCE COMPANY

By:

	Name:
	Title:

SCHEDULE A

TO THE CLAIMS ADMINISTRATION SERVICES AGREEMENT

Between

WaterStreet Company

And

PREMIER INDEMNITY INSURANCE COMPANY

1.	In consideration of Administrator providing Claims Management Services set forth in the Agreement, the Company agrees to pay Administrator Loss Adjustment Expense equal to 4.0% of the Incurred Loss. This amount is in addition to the Adjuster Fee schedules listed below.

2. Notwithstanding anything to the contrary in the Agreement, the minimum Administrative Fee under Paragraph 1 above shall be five thousand dollars ($5,000.00) per month. Company acknowledges and agrees the minimum monthly Administrative Fee is exclusive of any other amounts due and payable by Company hereunder. For any other services provided by Administrator not specifically set forth in the Agreement, Company shall pay Administrator on a time and materials basis at a rate of ninety-five dollars ($95.00) per person-hour.

Daily Loss Adjustment Fee Schedule

RANGE*

AMOUNT

Phone Claim, CWOP							0
Closed Without Payment (on-site visit) **						150.00
0-				2,500		325.00
2,500.01-			7,500			475.00
7,500.01-		15,000				650.00
15,000.01-		35,000				900.00
35,000.01-		50,000			1,150.00
50,000.01-	100,000						2.5%
100,000.01-	and up						2.0%

*	Gross amount of loss.

**	Includes lack of coverage, no damage, or pre-existing damage.

SCHEDULE B

TO THE CLAIMS ADMINISTRATION SERVICES AGREEMENT

Between

WaterStreet Company

And

PREMIER INDEMNITY INSURANCE COMPANY

CATASTROPHIC LOSS EXPENSE (100 or more claims from single event):

(a)

Allocated Loss Adjustment Expense will be reimbursed in accordance with the following fee schedule:

RANGE*

AMOUNT

Closed Without Payment**						225.00
0-			1,000			300.00
1,000.01	-			2,500		425.00
2,500.01-				5,000		500.00
5,000.01-			7,500			575.00
7,500.01-		10,000				650.00
10,000.01-		15,000				750.00
15,000.01-		25,000				850.00
25,000.01-		35,000			1,000.00
35,000.01-		50,000			1,250.00
50,000.01-	150,000						3.0%
150,000.01-	500,000						2.5%
500,000.01-	and up						2.0%

*	Gross amount of loss.

**	Includes lack of coverage, no damage, or pre-existing damage.

EX-10 6 ex104.htm EXHIBIT 10.4, SUBSCRIPTION AGREEMENT

EXHIBIT 10.4

SUBSCRIPTION AGREEMENT

TO:

StarINVEST GROUP, INC.

RE:

PURCHASE OF UNSECURED NOTE

PURCHASE AMOUNT: ________________

DATE: April 28, 2005

Dear Subscriber:

You (the "Subscriber") hereby agree to purchase, and Premier Indemnity Holding Company, a Florida corporation (the "Company"), hereby agrees to issue and to sell, at a price of $25,000 per Unit and for the aggregate consideration set forth on the signature page hereof (the "Purchase Price"), _______Units, each of which consists of the following (each, a "Unit" and, together, the "Units"): a six percent (6%) Unsecured Promissory Note (the "Note"), in principal amount of the amount purchased by the Subscriber. The form of Note is annexed hereto as Exhibit A. The Units are collectively hereinafter referred to herein as the "Securities." Upon acceptance of this Agreement by the Subscriber, the Company will issue and deliver to the Subscriber the specified number of Units against payment, by check payable or wire transfer to Premier Indemnity Holding Company, of the Purchase Price in U.S. dollars.

This subscription is concurrent with, and part of similar Subscription Agreements which relate to, an offering of up to $500,000 in aggregate Purchase Price (the "Offering"). A closing hereunder will occur upon the Company receipt of funds from each investor whose investment has been accepted by the Company and all funds so received and accepted will be immediately released to the Company. No minimum offering and no escrow account has been established. This offering and the purchase of the Securities is occurring solely within the State of California.

The following terms and conditions apply to this subscription.

1. Closing. The consummation of the transactions contemplated herein will take place in California upon the satisfaction of all conditions to closing set forth in this Agreement, and on subsequent dates upon which additional Units may be issued to the Subscriber. In each case, the closing date will be the date that funds representing the net amount due the Company from the Subscriber are transmitted by wire transfer or check to the Company (each, a "Closing Date").

2. Subscriber's Representations and Warranties. The Subscriber represents and warrants to and agrees with the Company that:

1.1 Information from Company The Subscriber has been furnished with the Company's Business Plan with all attachments and exhibits thereto (the “Reports”). In addition, the Subscriber has received from the Company, a copy of the Company’s Articles of Incorporation, its By-laws, and all minutes of the Company’s Board of Directors and Shareholders and such other information concerning its planned operations, its financial condition and other matters as the Subscriber has requested, and the Subscriber has considered all factors the Subscriber deems

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material in deciding on the advisability of investing in the Securities (such information in writing, collectively, the "Other Written Information"). The Subscriber understands the following Risk Factors, among others:

A. Start-Up Company. The Company is a start-up company with no history of operations upon which the Subscriber can base his investment decision.

B. Uncertainties of New Business. The Company is subject to all the uncertainties of a new business with limited management and resources upon which it may execute its business plan.

C. No Professional Third Party Evaluation of Business Plan. The Company has not engaged the services of a professional to conduct an evaluation of its planned business and as a result all of the plans and strategies proposed by the Company are the product of the limited evaluations of the Company’s management.

D. Lack of Financing, Need for Additional Capital, No Equity, No Working Capital. The Company has limited financial resources, needs to raise as much as $11,000,000 in additional capital to execute its business plan, has no equity, has no working capital, and has no significant assets. In the event that the Company is not successful, an investor will likely not obtain any return of the funds invested for the purchase of the Units offered hereby.

E. Absence of Underwriter & No Existing Commitment from any Underwriter. The Company plans to undertake a public offering of its common stock via the filing of a Form SB-2 Registration Statement. Currently the Company does not anticipate that it will receive any commitment from any underwriter for this planned public offering. Further, the Company has not received any commitment from any broker-dealer to assist it with this offering or otherwise from any other source that would allow it to have the necessary funds to prepare and file the planned Registration Statement. As a result, there can be no assurance that the Company will receive any funds from this offering or, for that matter, from the planned public offering. Therefore, there can be no assurance that the Company will receive any funds from this offering or from the planned public offering and investors should be willing to accept the total loss of their investment.

F. No Minimum Offering & No Escrow Account. This offering and any funds received and accepted by the Company hereby, is being conducted without a minimum and no escrow account is or will be established. As a result, all funds received, if any, for the purchase of the Securities, will be immediately released to the Company. There can be no assurance that the Company will obtain any funds from this Offering or from the planned public offering. An investor should be prepared to lose their entire investment.

G. Risks of Planned Insurance Business. If the Company is able to raise funds from this Offering and from the planned public offering and if the Company obtains the necessary licenses needed to operate as an insurance company in the State of Florida, the Company will likely experience significant and on-going losses even if it later achieves and sustains any profitability. If the Company is able to execute its business plans and if it raises all or nearly all of the additional capital it needs to raise, there can be no assurance that the Company will achieve or

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sustain profitability or that the Company will have the ability to repay the Subscriber any of the funds invested for the purchase of the Securities offered hereby.

H. Lack of Collateral for Notes & Absence of Any Source of Repayment on Notes. All of the Notes offered hereby are unsecured. No collateral or any assets will be available to provide any security to the Subscriber who purchases the Notes. In the event that the Company is not successful in executing its business plans and raising all or nearly all of the additional capital it needs to raise, the investment made by each Subscriber for the purchase of the Notes offered hereby will likely be worthless. For these and other reasons, a Subscriber should be prepared to lose all of their investment.

I. Notes are Restricted Securities & No Trading Market Exists. The Notes are “restricted securities” and they cannot be sold or transferred by the Subscriber for an indeterminate period of time. The Subscriber agrees that he can bear the risk of holding these restricted securities and that he has no plans to offer, sell, or transfer the Notes at any time in the future. Subscriber further agrees that there is no likelihood that any market will ever exist for the Notes that he is purchasing hereby and that no market will ever likely exist. For these and other reasons, a Subscriber should be prepared to lose all of their investment.

The Subscriber is an "accredited investor," as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Subscriber to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Subscriber has the authority and is duly and legally qualified to purchase and own the Securities. The Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

1.2 Purchase For Own Account The Subscriber will purchase the Securities for its own account and not with a view to any distribution thereof.

1.3 Compliance with Securities Act The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act, by reason of their issuance in a transaction that does not require such registration (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held unless a subsequent disposition is registered under the 1933 Act or is exempt from such registration.

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1.4Communication of Offer. The offer to sell the Securities was directly communicated to the Subscriber onlyn in the State of California. At no time was the Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

1.5 Correctness of Representations The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to a Closing Date, will be true and correct as of each Closing Date. The foregoing representations and warranties will survive each Closing Date.

3. Company's Representations and Warranties The Company represents and warrants to and agrees with the Subscriber, except as set forth on Schedule 1 hereto, that:

1.1 Due Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of Florida, its jurisdiction of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

1.2 Capitalization As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock. Except as set forth in the Reports or the Other Written Information, there are no options, warrants or rights to subscribe to, or securities, rights or obligations convertible into or exchangeable for or giving any right to subscribe for any shares of, capital stock of the Company. All of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable

1.3 Reports The Company has delivered or made available to the Subscriber true and complete copy of the Reports.

1.1.1

Financial Plan; Need for Additional Financing. In the event that the Company raises all or a substantial portion of the funds it seeks in this Offering, the Company anticipates that it may need to raise as much as $11,000,000 in additional funds in one or more subsequent offerings from the sale of the Company’s common stock, preferred stock, or debt securities upon such terms as may be available (the “Subsequent Offerings”). There can be no assurance that the Company will obtain additional financing or, if it does obtain additional financing, that it can obtain any such funds on terms that are reasonable in light of the Company’s current circumstances.

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1.1.2

Lack of Underwriting Commitments. This Offering is being conducted without the benefit of any commitment from any underwriter, broker-dealer, or other institutional financing source. In addition, the Company has not received a commitment from any underwriter, broker-dealer, or other institutional financing source to undertake any Subsequent Offering on behalf of the Company or the commitment of any underwriter for the planned registration of the Shares offered hereby. As a result, there can be no assurance that the Company will raise the funds it seeks in this Offering or in the planned public offering. No market exists for the Notes offered hereby and the Notes are and will be characterized as “restricted securities” as that term is used in the Securities Act of 1933. There can be no assurance that the Company will undertake any Subsequent Offering or otherwise successfully raise any additional capital.

1.1.3

Dependence Upon Key Personnel and New Employees. The Company believes that its success will depend, to a significant extent, on the efforts and abilities of its senior management, including, but not limited to, Mr. Barrett, Mr. Rhode, and others. The loss of the services of any one or more of these individuals could have a material and continuing adverse effect on the Company. The Company does not maintain any key man life insurance on any of its senior management and there are no plans to obtain any such insurance. The Company’s success also depends on its ability to attract and retain qualified employees to execute the Company’s business strategy.

1.1.4

Use of Proceeds. Any funds received from this Offering will be used to increase the Company’s working capital. In the event that the Company is not successful, a Subscriber in this Offering would not be able to look to any collateral or other asset to gain a return of his or her investment.

1.1.5

Lack of Collateral for Note. The Promissory Note offered hereby is unsecured. In the event that the Company is unable to fulfill its obligations under the terms of the Note, a Noteholder will not hold any security interest or other collateral upon which to seek repayment or enforce any rights thereunder.

1.1.6

Forward Looking Statements. The Company’s Business Plan and all other documents attached thereto are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes that these statements are reasonable, there can be no assurance that the Company will achieve any one or more of the projections given or implied in these documents. The Company’s ability to achieve its objectives or continue to meet the expectations indicated in these documents will be determined by many factors beyond its control including, but not limited to, the general level of economic activity, competition, government

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regulations, availability of capital, and the Company’s successful execution of its business plan.

3.4 Authority; Enforceability This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered

3.5	Note Legend Except as otherwise provided herein, the Notes issued and issuable pursuant to this Agreement will bear the following legend:

"THE NOTE REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PREMIER INDFEMNITY HOLDING COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

3.6 Reliance Upon Section 4(2) of the Securities Act. This Offering is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2)of the Securities Act of 1933, which exemption is based in part on the accuracy of the Subscriber's representations and warranties contained herein.

3.7 Indemnification The Company on the one hand, and the Subscriber on the other hand, each agree to indemnify the other against and hold the other harmless from any and all liabilities to any persons or entities other than the Finder claiming brokerage commissions or finder's fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except for the Finder and respective counsel for each party, the Company and the Subscriber each represent that no other parties are entitled to receive fees, commissions or similar payments in connection with the Offering.

3.8 Entire Agreement; Amendment; Assignment This Agreement and the Note represent the entire agreement between the parties hereto with respect to the subject matter hereof. It is the express understanding of the parties hereto that no party has made any representation whatsoever, express or implied, oral or written, other than those representations of the parties hereto expressly set forth in this Agreement and the Note. This Agreement may be amended only by a writing executed by the parties hereto. No right or obligation of either party may be assigned by such party without prior notice to and the written consent of the other party.

1.0 Execution.This Agreement may be executed by facsimile transmission, and in counterparts, each of which will be deemed an original.

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contemplated by this Agreement may be brought only in the state courts of California or in the federal courts located in the Southern District of California. The parties executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision will be deemed inoperative to the extent that it may conflict therewith and will be deemed modified to conform with such statute or rule of law. No such provision, which may prove invalid or unenforceable under any law, may affect the validity or enforceability of any other provision of this Agreement. Subject to this Section 5.0, each of the Company and the Subscriber hereby waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section 5.0 may affect or limit any right to serve process in any other manner permitted by law.

[THE REMAINDER OF THIS PAGE HAS INENTIONALLY BEEN LEFT BLANK]

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SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned, whereupon it will become a binding agreement.

Dated:		Premier Indemnity Holding Company, a Florida corporation

		By: ______________________________________________
		Gregg Barrett

Subscriber

Number of Units

Total Purchase Price

_________________________________

(Signature)

Print Name:_______________________

Address:__________________________

__________________________

Facsimile No.______________________

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EXHIBIT A TO SUBSCRIPTION AGREEMENT

THE NOTE REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PREMIER INDFEMNITY HOLDING COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

UNSECURED PROMISSORY NOTE

Amount of Note: $_____________

Date: April 28, 2005

FOR VALUE RECEIVED, the undersigned, Premier Indemnity Holding Company, a Florida corporation, (hereinafter called "Maker"), promises to pay to the order of StarInvest Group, Inc. (together with all subsequent holders of this Note, hereinafter called "Payee"), or at such other place as Payee may from time to time designate in writing, the principal sum of One Hundred Twenty-Five Thousand Dollars ($125,000.00) (the “Initial Note Amount”), together with interest thereon calculated on a daily basis (non-compounded) (based, on a 365-day year) from the date hereof on the principal balance from time to time outstanding as hereinafter provided, principal, interest and all other sums payable hereunder to be paid in lawful money of the United States of America as follows:

A. Interest Rate. Interest shall accrue at all times hereunder at the rate of six percent (simple interest) per annum commencing upon the execution of this Note, and continuing on each anniversary thereafter until this Note is paid in full.

B. Maturity Date. If not earlier due and payable, the unpaid principal balance, all accrued and unpaid interest and all other amounts payable hereunder shall be due and payable in full on March 1, 2008 (the “Maturity Date”).

C. If Additional Advances Are Made. The principal amount of this Note (set forth above) may by increased above the Initial Note Amount set forth above to reflect one or more additional advances made by the Payee to Maker without either party to this Note requiring that a new Note be issued by the Maker provided that at the time of any additional increases, both parties execute an Addendum to this Note specifying that: (A) the additional advance is made upon the same terms as this Note; (B) all of the representations made by the Payee in the Subscription Agreement are, at the time of any said additional advance, true and accurate as of the date of the additional advance; and (C) the additional advance is being made under the terms of the Subscription Agreement.

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D. Matter of Disclosures & Status As Accredited Investor. In the event that any additional advances are made by the Payee to the Maker as provided by Section C of this Note, the Maker may require that Payee execute such additional documents as Maker deems appropriate to ensure compliance with state and federal securities laws.

Maker agrees to an effective rate of interest that is the rate stated above plus any additional rate of interest resulting from any other charges in the nature of interest paid or to be paid by or on behalf of Maker, or any benefit received or to be received by Payee, in connection with this Note. This Note is not secured by any collateral or assets of Maker.

If any payment required under this Note is not paid within thirty (30) days after the date such payment is due, then, at the option of Payee, Maker shall pay a "late charge" equal to two percent (2%) of the amount of that payment to compensate Payee for administrative expenses and other costs of delinquent payments. This late charge may be assessed without notice, shall be immediately due and payable and shall be in addition to all other rights and remedies available to Payee. All payments on this Note shall be applied in such manner as Payee elects, and may be applied first to the payment of any costs, penalties, late charges, fees or other charges incurred in connection with the indebtedness evidenced hereby, next to the payment of accrued interest and then to the reduction of the principal balance.

This Note and all other documents or instruments relating to the indebtedness evidenced by this Note or executed or delivered in connection with the indebtedness evidenced by this Note are hereinafter called the "Loan Documents." Time is of the essence of this Note. The occurrence of the following event shall constitute and is hereby defined to be an "Event of Default": (a) Any failure to pay any principal or interest or any other amount due in connection with this Note when the same shall become due and payable.

After the Maturity Date, the unpaid principal balance, all accrued and unpaid interest and all other amounts payable hereunder shall bear interest from the date of maturity until paid at the rate that is five percent (5%) above the rate that would otherwise be payable under the terms hereof. Maker shall pay all costs and expenses, including reasonable attorneys' fees and court costs, incurred in the collection or enforcement of all or any part of this Note. All such costs and expenses shall be secured by the Loan Documents. In the event of any court proceedings, court costs and attorneys' fees shall be set by the court and not by jury and shall be included in any judgement obtained by Payee.

This Note is a “restricted security” and is being issued to Payee based on the representations made by Payee that it is Accredited Investor and such other representations made by the Payee in the Subscription Agreement attached to this Note incorporated by reference herein. This Note shall be binding upon Maker and its successors and assigns and shall inure to the benefit of Payee and its successors and assigns. All notices required or permitted in connection with this Note shall be given at the place and in the manner provided in the Loan Agreement for the giving of notices. This Note shall be governed by and construed according to the laws of the State of Florida.

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///

IN WITNESS WHEREOF, these presents are executed as of the date first written above.

MAKER:

Premier Indemnity Holding Company

	By:_________________________________
Gregg Barrett

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EX-10 7 ex103.htm EXHIBIT 10.3

Exhibit 10.3

S. ROHDE ASSOCIATES, INC.

July 11, 2005

Gregg Barrett

Premier Indemnity Holdings

Dear Gregg:

This letter shall serve as a letter of agreement between Gregg Barrett on behalf of Premier Indemnity Holdings (CLIENT) and Stephen Rohde (CONSULTANT) governing the provision of professional consulting services for CLIENT by CONSULTANT.

CONSULTANT shall provide such consulting services as determined appropriate and as specifically requested by CLIENT, which will enable the CLIENT to begin operation as a domiciled Florida insurance company.

CLIENT agrees to compensate CONSULTANT on an advance base retainer arrangement. Under the terns of such an arrangement CLIENT will provide CONSULTANT with a check in the amount of $7,000.00 per month on or before the first day of each month (except for the first month, August, 2005, when payment of $ 5,250.00 shall be due on or before the eighth day of the month). In exchange for this compensation CONSULTANT shall provide up to eighty (80) hours (except August, which will be sixty (60)) hours per month consultation. Additional time expended by CONSULTANT shall be invoiced at the rate of $ 100.00 per hour and CLIENT shall provide payment to CONSULTANT within ten (10) days of the date of such invoices. Further, between July 11, 2005, and August 8, 2005, anytime expended by CONSULTANT shall be invoiced at $125.00 per hour.

CLIENT agrees to reimburse CONSULTANT for direct expenses specifically incurred as a result of providing such services to CLIENT, to include travel and communications within ten (10) days of the date of an invoice for such expenditures.

CLIENT may terminate this agreement upon thirty (30) days written notice.

If the terms of this agreement meet with you: approval, please indicate same below by your signature and return a copy for my files.

	Accepted for	__________
	Date	7/14/05

EX-3.(II) 8 ex37.htm EXHIBIT 3.7, BY-LAWS

Exhibit 3.7

BYLAWS

PREMIER INDEMNITY ASSOCIATES, INC.

TABLE OF CONTENTS

Page

ARTICLE ONE: OFFICES	4
1.01 Offices	4

ARTICLE TWO: SHAREHOLDERS	4
2.01 Annual Meetings	4
2.02 Special Meetings	4
2.03 Place of Meetings	4
2.04 Notice	5
2.05 Voting List	5
2.06 Voting of Shares	5
2.07 Quorum: Withdrawal of Quorum	5
2.08 Majority Vote	6
2.09 Method of Voting: Proxies	6
2.10 Closing of Transfer Records: Record Date	6
2.11 Officers' Duties at Meetings	7
2.12 Action Without Meeting	7

ARTICLE THREE: DIRECTORS	7
3.01 Management	7
3.02 Number: Election: Term: Qualification	7
3.03 Changes in Number	8
3.04 Removal	8
3.05 Vacancies	8
3.06 Place of Meetings	8
3.07 First Meeting	9
3.08 Annual Meeting	9
3.09 Special Meetings: Notice	9
3.10 Quorum: Majority Vote	9
3.11 Procedure: Minutes	9
3.12 Presumption of Assent	9
3.13 Compensation	9
3.14. Action Without Meeting	10

ARTICLE FOUR: COMMITTEES	10
4.01 Designation	10
4.02 Number: Qualification: Term	10
4.03 Authority	10
4.04 Committee Changes	11
4.05 Regular Meetings	11
4.06 Special Meetings	11
4.07 Quorum: Majority Vote	12
4.08 Minutes	12

4.09 Compensation	12
4.10 Responsibility	12

ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS	12
5.01 Notice	12
5.02 Waiver of Notice	12
5.03 Telephone and Similar Meetings	13

ARTICLE SIX: OFFICERS AND OTHER AGENTS	13
6.01 Number: Titles: Election: Term: Qualification	13
6.02 Removal	13
6.03 Vacancies	13
6.04 Authority	13
6.05 Compensation	13
6.06 Chairman of the Board	13
6.07 President	14
6.08 Vice Presidents	14
6.09 Treasurer	14
6.10 Assistant Treasurers	14
6.11 Secretary	15
6.12 Assistant Secretaries	15

ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS	15
7.01 Certificated and Uncertificated Shares	15
7.02 Certificates for Certificated Shares	15
7.03 Issuance	16
7.04 Consideration for Shares	16
7.05 Lost, Stolen, or Destroyed Certificates	16
7.06 Transfer of Shares	17
7.07 Registered Shareholders	17
7.08 Legends	17
7.09 Regulations	17

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS	18
8.01 Dividends	18
8.02 Books and Records	18
8.03 Fiscal Year	18
8.04 Seal	18
8.05 Attestation by the Secretary	18
8.06 Resignation	18
8.07 Securities of Other Corporations	19
8.08 Amendment of Bylaws	19
8.09 Invalid Provisions	19
8.10 Headings: Table of Contents	19

BYLAWS

PREMIER INDEMNITY ASSOCIATES , INC.

A Florida Corporation

PREAMBLE

These bylaws are subject to the articles of incorporation of PREMIER INDEMNITY ASSOCIATES, INC(the "Corporation"). In the event of a direct conflict between the provisions of these bylaws and the articles of incorporation of the Corporation, such provisions of the articles of incorporation of the Corporation, as the case may be, will be controlling.

ARTICLE ONE: OFFICES

1.01 Offices. The Corporation may have offices at such places, both within and without the State of Florida, as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE TWO: SHAREHOLDERS

2.01 Annual Meetings. An annual meeting of shareholders of the Corporation shall be held during each calendar year on such date prior to ________ of each year and at such time as shall be designated by the board of directors and stated in the notice of the meeting, if not a legal holiday in the place where the meeting is to be held, and, if a legal holiday in such place, then on the next business day following, at the time specified in the notice of the meeting. At such meeting, the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.

2.02 Special Meetings. A special meeting of the shareholders may be called at any time by the chairman of the board, the president, the board of directors, or the holders of not less than ten percent of all shares entitled to vote at such meeting. Only business within the purpose or purposes described in the notice of special meeting may be conducted at such special meeting.

2.03 Place of Meetings. The annual meeting of shareholders may be held at any place within or without the State of Florida designated by the board of directors. Special meetings of shareholders may be held at any place within or without the State of Florida designated by the person or persons calling such special meeting as provided in Section 2.02 above. Meetings of shareholders shall be held at the principal office of the

Corporation unless another place is designated for meetings in the manner provided herein.

2.04 Notice. Except as otherwise provided by law, written or printed notice stating the place, day, and hour of each meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting by or at the direction of the president, the secretary, or the person calling the meeting, to each shareholder of record entitled to vote at such meeting.

2.05 Voting List. At least ten days before each meeting of shareholders, the secretary shall prepare a complete list of shareholders entitled to vote at such meeting, arranged in alphabetical order, including the address of each shareholder and the number of voting shares held by each shareholder. For a period often days prior to such meeting, such list shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder during usual business hours. Such list shall be produced at such meeting, and at all times during such meeting shall be subject to inspection by any shareholder. The original share transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such list.

2.06 Voting of Shares. Treasury shares, shares of the Corporation's own stock owned by another corporation the majority of the voting stock of which is owned or controlled by the Corporation, and shares of the Corporation's own stock held by the Corporation in a fiduciary capacity shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares. Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent, or proxy as the bylaws of such corporation may authorize or, in the absence of such authorization, as the board of directors of such corporation may determine, Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without transfer of such shares into his name so long as such shares form a part of the estate served by him and are in the possession of such estate. Shares held by a trustee may be voted by him, either in person or in proxy, only after the shares have been transferred into his name as trustee. Shares standing in the name of a receiver maybe voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without transfer of such shares into his name if authority to do so is contained in the court order by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until they have been transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote such shares.

2.07 Quorum: Withdrawal of Quorum. A quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote are represented at the meeting in person or by proxy, except as otherwise provided by law or the articles of incorporation. If a quorum shall not be present at any meeting of shareholders, the shareholders represented in person or by proxy at such meeting may adjourn the

meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting. Once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting.

2.08 Majority Vote. Directors of the Corporation shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors of the Corporation at a meeting of shareholders at which a quorum is present. Except as otherwise provided by law, the articles of incorporation, or these bylaws, with respect to any matter, the affirmative vote of the holders of a majority of the Corporation's shares entitled to 'vote on that matter and represented in person or by proxy at a meeting at which a quorum is present shall be the act of the shareholders.

2.09 Method of Voting: Proxies. Every shareholder of record shall be entitled at every meeting of shareholders to one vote on each matter submitted to a vote, for every share standing in his name on the original share transfer records of the Corporation except to the extent that the voting rights of the shares of any class or classes are increased, limited, or denied by the articles of incorporation. Such share transfer records shall be prima facie evidence as to the identity of shareholders entitled to vote. At any meeting of shareholders, every shareholder having the right to vote may vote either in person or by a proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Each such proxy shall be filed with the secretary of the Corporation before, or at the time of, the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. If no date is stated on a proxy, such proxy shall be presumed to have been executed on the date of the meeting at which it is to be voted. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.

2.10 Closing of Transfer Records: Record Date. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the board of directors may provide that the share transfer records of the Corporation shall be closed for a stated period but not to exceed in any event sixty days. If the share transfer records are closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, such records shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the share transfer records, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in case of a

meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and if no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders or entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which the notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 2.10, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

2.11 Officers' Duties at Meetings. The president shall preside at, and the secretary shall prepare minutes of, each meeting of shareholders, and in the absence of either such officer, his duties shall be performed by some person or persons elected by the vote of the holders of a majority of the outstanding shares entitled to vote, present in person or represented by proxy.

2.12 Action Without Meeting. Any action which may be taken, or which is required by law or the articles of incorporation or bylaws of the Corporation to be taken, at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. The signed consent or consents of shareholders shall be placed in the minute books of the Corporation.

ARTICLE THREE: DIRECTORS

3.01 Management. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the board of directors.

3.02 Number: Election: Term: Qualification. The number of directors which shall constitute the board of directors shall be no fewer than one. The number of directors which shall constitute the entire board of directors shall be determined by resolution of the board of directors at any meeting thereof or by the shareholders at any meeting thereof, but shall never be fewer than one. At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting of shareholders and until their successors are elected and qualified. No director need be a shareholder or a resident of the State of Florida.

3.03 Changes in Number. No decrease in the number of directors constituting the entire board of directors shall have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors may be filled by (i) the shareholders at any annual or special meeting of shareholders called for that purpose or (ii) the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the board of directors may not fill more than three such directorships during the period between any two successive annual meetings of shareholders. Notwithstanding the foregoing, whenever the holders of any class or series of shares are entitled to elect one or more directors by the provisions of the articles of incorporation, any newly created directorship(s) of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected or by the vote of the holders of the outstanding shares of such class or series, and such directorship(s) shall not in any case be filled by the vote of the remaining directors or by the holders of the outstanding shares of the Corporation as a whole unless otherwise provided in the articles of incorporation.

3.04 Removal. At any meeting of shareholders called expressly for that purpose, any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of directors. Notwithstanding the foregoing, whenever the holders of any class or series of shares are entitled to elect one or more directors by the provisions of the articles of incorporation, only the holders of shares of that class or series shall be entitled to vote for or against the removal of any director elected by the holders of shares of that class or series.

3.05 Vacancies. Any vacancy occurring in the board of directors may be filled by (i) the shareholders at any annual or special meeting of shareholders called for that purpose or (ii) the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve for the unexpired term of his predecessor in office. Notwithstanding the foregoing, whenever the holders of any class or series of shares are entitled to elect one or more directors by the provisions of the articles of incorporation, any vacancies in such directorship(s) may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected or by the vote of the holders of the outstanding shares of such class or series, and such directorship(s) shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares of the Corporation as a whole unless otherwise provided in the articles of incorporation.

3.06 Place of Meetings. The board of directors may hold its meetings in such place or places within or without the State of Florida as the board of directors may from time to time determine.

3.07 First Meeting. Each newly elected board of directors may hold a meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of shareholders, and notice of such meeting shall not be necessary.

3.08 Annual Meeting. The board of directors shall hold an annual meeting at a time and place designated by resolution of the board of directors and communicated to all directors.

3.09 Special Meetings: Notice. Special meetings of the board of directors shall be held whenever called by the president or by any director. The person calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each director at least two days before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the board of directors need be specified in the notice or waiver of notice of any special meeting.

3.10 Quorum: Majority Vote. At all meetings of the board of directors, a majority of the number of directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the board of directors, unless the act of a greater number is required by law, the articles of incorporation, or these bylaws.

3.11 Procedure: Minutes. At meetings of the board of directors, business shall be transacted in such order as the board of directors may determine from time to time. The board of directors shall appoint at each meeting a person to preside at the meeting and a person to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting which shall be delivered to the secretary of the Corporation for placement in the minute books of the Corporation.

3.12 Presumption of Assent. A director of the Corporation who is present at any meeting of the board of directors at which action on any matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.13 Compensation. Directors, in their capacity as directors, may receive, by resolution of the board of directors, a fixed sum and expenses of attendance, if any, for attending meetings of the board of directors or a stated salary. No director shall be

precluded from serving the Corporation in any other capacity or receiving compensation therefore.

3.14. Action Without Meeting. Any action without a meeting of the board of directors shall be limited to those situations where time is of the essence and not in lieu of a regularly-scheduled meeting. Any such action which may be taken, or which is required by law, the articles of incorporation, or these bylaws to be taken, at a meeting of the board of directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall have been signed by all of the members of the board of directors or committee, as the case may be, and such consent shall have the same force and effect, as of the date stated therein, as a unanimous vote of such members of the board of directors or committee, as the case may be, and may be stated as such in any document or instrument filed with the Secretary of State of Florida or in any certificate or other document delivered to any person. The consent may be in one or more counterparts so long as each director or committee member signs one of the counterparts. The signed consent shall be placed in the minutes of the Corporation.

ARTICLE FOUR: COMMITTEES

4.01 Designation. The board of directors may, by resolution adopted by a majority of the entire board of directors, designate one or more committees.

4.02 Number: Qualification: Term. The board of directors, by resolution adopted by a majority of the entire board of directors, shall designate at least three of its members as members of any committee and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the board of directors, replace absent or disqualified members at any meeting of that committee. The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the entire board of directors provided that at no time will there be less than the minimum number of three members. Each committee member shall serve as such until the earliest of (i) the expiration of his term as director, (ii) his resignation as a committee member or as a director, or (iii) his removal, as a committee member or as a director.

4.03 Authority. Each committee, to the extent expressly provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors, including, without limitation, the authority to authorize a distribution and to authorize the issuance of shares of the Corporation. Notwithstanding the foregoing, however, no committee shall have the authority of the board of directors in reference to:

(a)

amending the articles of incorporation;

(b)

proposing a reduction of the stated capital of the Corporation;

(c)

approving a plan of merger or share exchange of the Corporation;

(d)

recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business;

(e)

recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof;

(f)

amending, altering, or repealing these bylaws or adopting new bylaws of the Corporation;

(g)

filling vacancies in the board of directors;

(h)

filling vacancies in, or designating alternate members of any committee;

(i)

filling any directorship to be filled by reason of an increase in the number of directors;

(j)

electing or removing officers of the Corporation or members or alternate members of any committee;

(k)

fixing the compensation of any member or alternate member of any committee; or

(l)

altering or repealing any resolution of the board of directors that by its terms provides that it shall not be amendable or repealable.

4.04 Committee Changes. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

4.05 Regular Meetings. Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof.

4.06 Special Meetings. Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two days before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

4.07 Quorum: Majority Vote. At meetings of any committee, a majority of the number of members designated by the board of directors shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the articles of incorporation, or these bylaws.

4.08 Minutes. Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the board of directors upon the request of the board of directors. The minutes of the proceeding of each committee shall be delivered to the secretary of the Corporation for placement in the minute books of the Corporation.

4.09 Compensation. Committee members may, by resolution of the board of directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.

4.10 Responsibility. The designation of any committee and the delegation of authority to it shall not operate to relieve the board of directors or any director of any responsibility imposed upon it or such director by law.

ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS

5.01 Notice. Whenever by law, the articles of incorporation, or these bylaws, notice is required to be given to any committee member, director, or shareholder and no provision is made as to how such notice shall be given, it shall be construed to mean that any such notice may be given (a) in person, (b) in writing, by mail, postage prepaid, addressed to such committee member, director, or shareholder at his address as it appears on the books of the Corporation or, in the case of a shareholder, the share transfer records of the Corporation, or (c) by any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail, postage prepaid, and addressed as aforesaid. .

5.02 Waiver of Notice. Whenever by law, the articles of incorporation, or these bylaws, any notice is required to be given to any committee member, shareholder, or director of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time notice should have been given, shall be equivalent to the giving of such notice. Attendance of a committee member, shareholder, or director at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

5.03 Telephone and Similar Meetings. Shareholders, directors, or committee members may participate in and hold a meeting by means of a telephone conference or similar communications equipment the means by which persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE SIX: OFFICERS AND OTHER AGENTS

6.01 Number: Titles: Election: Term: Qualification. The officers of the Corporation shall be a president, a secretary, a treasurer, and such other officers as the Board of Directors may, from time to time, elect or appoint. The Corporation may also have a chairman of the board, one or more assistant treasurers, one or more assistant secretaries, and such other officers and agents as the board of directors may from time to time elect or appoint. The board of directors shall elect a president, vice president, treasurer, and secretary at its first meeting at which a quorum shall be present after the annual meeting of shareholders or whenever a vacancy exists. The board of directors then, or from time to time, may also elect or appoint one or more other officers or agents as it shall deem advisable. Each officer and agent shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. Any person may hold any number of offices. No officer or agent need be a shareholder, a director, a resident of the State of Florida, or a citizen of the United States.

6.02 Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

6.03 Vacancies. Any vacancy occurring in any office of the Corporation may be filled by the board of directors.

6.04 Authority. Officers shall have such authority and perform such duties in the management of the Corporation as are provided in these bylaws or as may be determined by resolution of the board of directors not inconsistent with these bylaws.

6.05 Compensation. The compensation, if any, of officers and agents shall be fixed from time to time by the board of directors; provided, that the board of directors may by resolution delegate to anyone or more officers of the Corporation the authority to fix such compensation.

6.06 Chairman of the Board. The chairman of the board shall have such powers and duties as may be prescribed by the board of directors.

6.07 President. Unless and to the extent that such powers and duties are expressly delegated to a chairman of the board by the board of directors, the president shall be the chief executive officer of the Corporation and, subject to the supervision of the board of directors, shall have general management and control of the business and property of the Corporation in the ordinary course of its business with all such powers with respect to such general management and control as may be reasonably incident to such responsibilities, including, but not limited to, the power to employ, discharge, or suspend employees and agents of the Corporation, to fix the compensation of employees and agents, and to suspend, with or without cause, any officer of the Corporation pending final action by the board of directors with respect to continued suspension, removal, or reinstatement of such officer. The president may, without limitation, agree upon and execute all division and transfer orders, bonds, contracts, and other obligations in the name of the Corporation.

6.08 Vice Presidents. Any vice president shall have such powers and duties as may be prescribed by the board of directors or as may be delegated from time to time by the president and (in the order as designated by the board of directors, or in the absence of such designation, as determined by the length of time each has held the office of vice president continuously) shall exercise the powers of the president during that officer's absence or inability to act. As between the Corporation and third parties, any action taken by a vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken.

6.09 Treasurer. The treasurer shall have custody of the Corporation's funds and securities, shall keep full and accurate accounts of receipts and disbursements, and shall deposit all moneys and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the board of directors. The treasurer shall audit all payrolls and vouchers of the Corporation, receive, audit, and consolidate all operating and financial statements of the Corporation and its various departments, shall supervise the accounting and auditing practices of the Corporation, and shall have charge of matters relating to taxation. Additionally, the treasurer shall have the power to endorse for deposit, collection, or otherwise all checks, drafts, notes, bills of exchange, and other commercial paper payable to the Corporation and to give proper receipts and discharges for all payments to the Corporation. The treasurer shall perform such other duties as may be prescribed by the board of directors or as may be delegated from time to time by the president.

6.10 Assistant Treasurers. Any assistant treasurer shall have such powers and duties as may be prescribed by the board of directors or as may be delegated from time to time by the president. The assistant treasurers (in the order as designated by the board of directors or, in the absence of such designation, as determined by the length of time each has held the office of assistant treasurer continuously) shall exercise the powers of the treasurer during that officer's absence or inability to act. As between the Corporation and third parties, any action taken by an assistant treasurer in the

performance of the duties of the treasurer shall be conclusive evidence of the absence or inability to act of the treasurer at the time such action was taken.

6.11 Secretary. The secretary shall maintain minutes of all meetings of the board of directors, of any committee, and of the shareholders or consents in lieu of such minutes in the Corporation's minute books, and shall cause notice of such meetings to be given when requested by any person authorized to call such meetings. The secretary may sign with the president, in the name of the Corporation, all contracts of the Corporation and affix the seal of the Corporation thereto. The secretary shall have charge of the certificate books, share transfer records, stock ledgers, and such other stock books and papers as the board of directors may direct, all of which shall at all reasonable time be open to inspection by any director at the office of the Corporation during business hours. The secretary shall perform such other duties as may be prescribed by the board of directors or as may be delegated from time to time by the president.

6.12 Assistant Secretaries. Any assistant secretary shall have such powers and duties as may be prescribed by the board of directors or as may be delegated from time to time by the president. The assistant secretaries (in the order designated by the board of directors or, in the absence of such designation, as determined by the length of time each has held the office of assistant secretary continuously) shall exercise the powers of the secretary during that officer's absence or inability to act. As between the Corporation and third parties, any action taken by an assistant secretary in the performance of the duties of the secretary shall be conclusive evidence of the absence or inability to act of the secretary at the time such action was taken.

ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS

7.01 Certificated and Uncertificated Shares. The shares of the Corporation may be either certificated shares or uncertificated shares. As used herein, the term "certificated shares" means shares represented by instruments in bearer or registered form, and the term "uncertficated shares" means shares not represented by instruments and the transfers of which are registered upon books maintained for that purpose by or on behalf of the Corporation.

7.02 Certificates for Certificated Shares. The certificates representing certificated shares of stock of the Corporation shall be in such form as shall be approved by the board of directors in conformity with law. The certificates shall be consecutively numbered, shall be entered as they are issued in the books of the Corporation or in the records of the Corporation's designated transfer agent, if any, and shall state upon the face thereof: (a) that the Corporation is organized under the laws of the State of Florida; (b) the name of the person to whom issued; ( c) the number and class of shares and the designation of the series, if any, which such certificate represents; (d) the par value of each share represented by such certificate, or a statement that the shares are without par value; and (e) such other matters as may be required by law. The certificate shall be

signed by the president or any vice president and also by the secretary, an assistant secretary, or any other officer; however, the signatures of any of such officers may be facsimiles. The certificates may be sealed with the seal of the Corporation or a facsimile thereof.

7.03 Issuance. Shares with or without par value may be issued for such consideration and to such persons as the board of directors may from time to time determine, except in the case of shares with par value the consideration must be at least equal to the par value of such shares. Shares may not be issued until the full amount of the consideration has been paid. After the issuance of uncertificated shares, the Corporation or the transfer agent of the Corporation shall send to the registered owner of such uncertificated shares a written notice containing the information required to be stated on certificates representing shares of stock as set forth in Section 7.02 above and such additional information as may be required by Florida Statutes as currently in effect and as the same may be amended from time to time hereafter.

7.04 Consideration for Shares. The consideration for the issuance of shares shall consist of money paid, labor done (including services actually performed for the Corporation), or property (tangible or intangible) actually received. Neither promissory notes nor the promise of future services shall constitute payment or part payment for the issuance of shares. In the absence of fraud in the transaction, the judgment of the board of directors as to the value of consideration received shall be conclusive. When consideration, fixed as provided by law, has been paid, the shares shall be deemed to have been issued and shall be considered fully paid and nonassessable. The consideration received for shares shall be allocated by the board of directors, in accordance with law, between stated capital and surplus accounts.

7.05 Lost, Stolen, or Destroyed Certificates. The Corporation shall issue a new certificate or certificates in place of any certificate representing shares previously issued if the registered owner of the certificates:

(a)

Claim. Makes proof by affidavit, in form and substance, satisfactory to the board of directors or any proper officer, that a previously issued certificate representing shares has been lost, destroyed, or stolen;

(b)

Timely Request. Requests the issuance of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(c)

Bond. If required by the board of directors or any proper officer, in its or such officer's discretion, delivers to the Corporation a bond or indemnity agreement in such form, with such surety or sureties, and with such fixed or open penalty, as the board of directors or such officer may direct, in its or such officer's discretion, to indemnify the Corporation (and its transfer agent and registrar, if any) against any claim that may be made on account of the alleged loss, destruction, or theft of the certificate; and

(d)

Other Requirements. Satisfies any other reasonable requirements imposed by the board of directors.

7.06 Transfer of Shares. Shares of stock of the Corporation shall be transferable only on the books of the Corporation by the shareholders thereof in person or by their duly authorized attorneys or legal representatives. With respect to certificated shares, upon surrender to the Corporation or the transfer agent of the Corporation for transfer of a certificate representing shares dilly endorsed and accompanied by any reasonable assurances that such endorsements are genuine and effective as the Corporation may require and after compliance with any applicable law relating to the collection of taxes, the Corporation or its transfer agent shall, if it has no notice of an adverse claim or if it has discharged any duty with respect to any adverse claim, issue one or more new certificates to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. With respect to uncertificated shares, upon delivery to the Corporation or the transfer agent of the Corporation of an instruction originated by an appropriate person and accompanied by any reasonable assurances that such instruction is genuine and effective as the Corporation may require and after compliance with any applicable law relating to the collection of taxes, the Corporation or its transfer agent shall, if it has no notice of any adverse claim or has discharged any duty with respect to any adverse claim, record the transaction upon its books, and shall send to the new registered owner of such uncertificated shares, and, if the shares have been transferred subject to a registered pledge, to the registered pledgee, a written notice containing the information required to be stated on certificates representing shares of stock set forth in Section 7.02 above.

7.07 Registered Shareholders. The Corporation shall be entitled to treat the shareholder of record as the shareholder in fact of any shares and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have actual or other notice thereof, except as otherwise provided by law.

7.08 Legends. The board of directors shall cause an appropriate legend to be placed on certificates representing shares of stock as may be deemed necessary or desirable by the board of directors in order for the Corporation to comply with applicable federal or state securities or other laws. .

7.09 Regulations. The board of directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, registration, or replacement of certificates representing shares of stock of the Corporation.

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS

8.01 Dividends. Subject to provisions of applicable statutes and the articles of incorporation, dividends may be declared by and at the discretion of the board of directors at any meeting and may be paid in cash, in property, or in shares of stock of the Corporation.

8.02 Books and Records. The Corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, the board of directors, and each committee of the board of directors. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that have been presented to the Corporation for registration of transfer, giving the names and addresses of all past and current shareholders and the number and class of the shares held by each of such shareholders.

8.03 Fiscal Year. The fiscal year of the Corporation shall be fixed by the board of directors; provided, that if such fiscal year is not fixed by the board of directors and the board of directors does not defer its determination of the fiscal year, the fiscal year shall be the calendar year.

8.04 Seal. The seal, if any, of the Corporation shall be in such form as may be approved from time to time by the board of directors. If the board of directors approve a seal, the affixation of such seal shall not be required to create a valid and binding obligation against the Corporation.

8.05 Attestation by the Secretary. With respect to any deed, deed of trust, mortgage, or other instrument executed by the Corporation through its' duly authorized officer or officers, the attestation to such execution by the secretary of the Corporation shall not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Corporation unless the resolutions, if any, of the board of directors authorizing such execution expressly state that such attestation is necessary.

8.06 Resignation. Any director, committee member, officer, or agent may resign by so stating at any meeting of the board of directors or by giving written notice to the board ofdirectors, the president, or the secretary. Such resignation shall take effect at the time specified in the statement made at the board of directors' meeting or in the written notice, but in no event may the effective time of such resignation be prior to the time such statement is made or such notice is given. If no effective time is specified in the resignation, the resignation shall be effective immediately. Unless a resignation specifies otherwise, it shall be effective without being accepted.

8.07 Securities of Other Corporations. The president or any vice president of the Corporation shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

8.08 Amendment of Bylaws. The power to amend or repeal these bylaws or to adopt new bylaws is vested in the board of directors, but is subject to the right of the shareholders to amend or repeal these bylaws or to adopt new bylaws.

8.09 Invalid Provisions. If any part of these bylaws is held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.

8.10 Headings: Table of Contents. The headings and table of contents used in these bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these bylaws.

The undersigned, as secretary of the Corporation, hereby certifies that the foregoing

bylaws were adopted by the board of directors of the Corporation as of the _______ day of

, 200__.

_____________________

Secretary

EX-10 9 ex105.htm EXHIBIT 10.5, SUBSCRIPTION AGREEMENT

EXHIBIT 10.5

SUBSCRIPTION AGREEMENT

TO:

EMH ADVISORY SERVICES, INC.

RE:

PURCHASE OF UNSECURED NOTE

PURCHASE AMOUNT: ________________

DATE: October 17, 2005

Dear Subscriber:

The following terms and conditions apply to this subscription.

2. Subscriber's Representations and Warranties. The Subscriber represents and warrants to and agrees with the Company that:

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A. Start-Up Company. The Company is a start-up company with no history of operations upon which the Subscriber can base his investment decision.

B. Uncertainties of New Business. The Company is subject to all the uncertainties of a new business with limited management and resources upon which it may execute its business plan.

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sustain profitability or that the Company will have the ability to repay the Subscriber any of the funds invested for the purchase of the Securities offered hereby.

1.2 Purchase For Own Account The Subscriber will purchase the Securities for its own account and not with a view to any distribution thereof.

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1.4 Communication of Offer. The offer to sell the Securities was directly communicated to the Subscriber onlyn in the State of California. At no time was the Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

3. Company's Representations and Warranties The Company represents and warrants to and agrees with the Subscriber, except as set forth on Schedule 1 hereto, that:

1.3 Reports The Company has delivered or made available to the Subscriber true and complete copy of the Reports.

1.1.1

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1.1.2

1.1.3

1.1.4

1.1.5

1.1.6

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regulations, availability of capital, and the Company’s successful execution of its business plan.

3.5	Note Legend Except as otherwise provided herein, the Notes issued and issuable pursuant to this Agreement will bear the following legend:

1.0 Execution. This Agreement may be executed by facsimile transmission, and in counterparts, each of which will be deemed an original.

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5.0 Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action brought by any party against the others concerning the transactions contemplated by this Agreement may be brought only in the state courts of California or in the federal courts located in the Southern District of California. The parties executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision will be deemed inoperative to the extent that it may conflict therewith and will be deemed modified to conform with such statute or rule of law. No such provision, which may prove invalid or unenforceable under any law, may affect the validity or enforceability of any other provision of this Agreement. Subject to this Section 5.0, each of the Company and the Subscriber hereby waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section 5.0 may affect or limit any right to serve process in any other manner permitted by law.

[THE REMAINDER OF THIS PAGE HAS INENTIONALLY BEEN LEFT BLANK]

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SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned, whereupon it will become a binding agreement.

Dated: _______________	Premier Indemnity Holding Company, a Florida corporation

	By:	________________________
		Gregg Barrettt

Subscriber

Number of Units

Total Purchase Price

_________________________________

(Signature)

Print Name:_______________________

Address:__________________________

__________________________

Facsimile No.______________________

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EXHIBIT A TO SUBSCRIPTION AGREEMENT

UNSECURED PROMISSORY NOTE

EMH Advisory Services, Inc.

Amount of Note: $50,000.00

Date: October 17, 2005

FOR VALUE RECEIVED, the undersigned, Premier Indemnity Holding Company, a Florida corporation, (hereinafter called "Maker"), promises to pay to the order of EMH Advisory Services, Inc. (together with all subsequent holders of this Note, hereinafter called "Payee"), or at such other place as Payee may from time to time designate in writing, the principal sum of Fifty Thousand Dollars ($50,000.00) (the “Initial Note Amount”), together with interest thereon calculated on a daily basis (non-compounded) (based, on a 365-day year) from the date hereof on the principal balance from time to time outstanding as hereinafter provided, principal, interest and all other sums payable hereunder to be paid in lawful money of the United States of America as follows:

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///

IN WITNESS WHEREOF, these presents are executed as of the date first written above.

MAKER:

Premier Indemnity Holding Company

	By:
			Gregg Barrett

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EX-10 10 ex106.htm EXHIBIT 10.6, SUBSCRIPTION AGREEMENT

EXHIBIT 10.6

SUBSCRIPTION AGREEMENT

TO:

DAVID L. COHEN

RE:

PURCHASE OF UNSECURED NOTE

PURCHASE AMOUNT: $25,000.00

DATE: _______________

Dear Subscriber:

The following terms and conditions apply to this subscription.

2. Subscriber's Representations and Warranties. The Subscriber represents and warrants to and agrees with the Company that:

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A. Start-Up Company. The Company is a start-up company with no history of operations upon which the Subscriber can base his investment decision.

B. Uncertainties of New Business. The Company is subject to all the uncertainties of a new business with limited management and resources upon which it may execute its business plan.

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sustain profitability or that the Company will have the ability to repay the Subscriber any of the funds invested for the purchase of the Securities offered hereby.

1.2 Purchase For Own Account The Subscriber will purchase the Securities for its own account and not with a view to any distribution thereof.

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1.4 Communication of Offer. The offer to sell the Securities was directly communicated to the Subscriber onlyn in the State of California. At no time was the Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

3. Company's Representations and Warranties The Company represents and warrants to and agrees with the Subscriber, except as set forth on Schedule 1 hereto, that:

1.3 Reports The Company has delivered or made available to the Subscriber true and complete copy of the Reports.

1.1.1

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1.1.2

1.1.3

1.1.4

1.1.5

1.1.6

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regulations, availability of capital, and the Company’s successful execution of its business plan.

3.5	Note Legend Except as otherwise provided herein, the Notes issued and issuable pursuant to this Agreement will bear the following legend:

1.0 Execution. This Agreement may be executed by facsimile transmission, and in counterparts, each of which will be deemed an original.

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[THE REMAINDER OF THIS PAGE HAS INENTIONALLY BEEN LEFT BLANK]

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SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned, whereupon it will become a binding agreement.

Dated: ________________________	Premier Indemnity Holding Company, a Florida corporation

	By:	________________________________
		Gregg Barrettt

Subscriber

Number of Units

Total Purchase Price

_________________________________

(Signature)

Print Name:_______________________

Address:__________________________

__________________________

Facsimile No.______________________

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EXHIBIT A TO SUBSCRIPTION AGREEMENT

UNSECURED PROMISSORY NOTE

David L. Cohen

Amount of Note: $25,000.00
		Date:_________________

FOR VALUE RECEIVED, the undersigned, Premier Indemnity Holding Company, a Florida corporation, (hereinafter called "Maker"), promises to pay to the order of David L. Cohen (together with all subsequent holders of this Note, hereinafter called "Payee"), or at such other place as Payee may from time to time designate in writing, the principal sum of Twenty-Five Thousand Dollars ($25,000.00) (the “Initial Note Amount”), together with interest thereon calculated on a daily basis (non-compounded) (based, on a 365-day year) from the date hereof on the principal balance from time to time outstanding as hereinafter provided, principal, interest and all other sums payable hereunder to be paid in lawful money of the United States of America as follows:

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///

IN WITNESS WHEREOF, these presents are executed as of the date first written above.

MAKER:

Premier Indemnity Holding Company

	By:______________________________
Gregg Barrett

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EX-10 11 ex108.htm EXHIBIT 10.8, SERVICE AGREEMENT

Exhibit 10.8

Policy Administration Full Service Agreement

This Policy Administration Services Agreement (this “Agreement”) is between WaterStreet Company (“Administrator”) a Montana Corporation with principal offices at 108 Crestview Drive, Bigfork, MT 59911, and Premier Indemnity Associates, Inc (“CLIENT”), a Florida domiciled Corporation having its principal place of business at

3001 N. Rocky Point Drive East, Suite 200, Tampa FL 33607_____________.

WHEREAS, CLIENT is desirous of ADMINISTRATOR providing policy administration services for CLIENT’s Property & Casualty insurance business (“Services”) as set forth in this Agreement, and

WHEREAS, ADMINISTRATOR wishes to provide such Services for CLIENT, and

WHEREAS, the parties hereto wish to reduce their agreement to writing;

NOW, THEREFORE, for and in consideration of the promises set forth below, CLIENT and ADMINISTRATOR hereby agree as follows:

1.	SERVICES

The “Services” to be performed by Administrator are set forth in Exhibit I to this Agreement, which is incorporated herein by this reference. Administrator shall be the exclusive policy administration service for all policies as defined in Exhibit I, Section B attached hereto.

TERM

This agreement shall become effective on the Day Company receives its Certificate of Authority from the Office of Insurance Regulation

3.	DUTIES OF ADMINISTRATOR

3.1

ADMINISTRATOR shall dedicate the necessary human, equipment and computer resources to provide, CLIENT with the Services enumerated in Exhibit I of this Agreement for the Lines of Business and States specified in Exhibit I.

3.2

ADMINISTRATOR shall provide to CLIENT the standard reports and summaries of servicing activity from the “Reports Menu”. ADMINISTRATOR shall perform any additional or custom reports requested by CLIENT or required by law at the time and materials rate set forth in Exhibit II.

3.3

ADMINISTRATOR shall keep confidential CLIENT data or information directly accessible to ADMINISTRATOR in the implementation and performance of the Services, unless required to disclose such information to perform its duties hereunder or with the prior written consent of CLIENT, or unless otherwise required by law.

3.4

Within one business day, ADMINISTRATOR shall refer all insurance department and regulatory complaints received by ADMINISTRATOR to CLIENT and cooperate with CLIENT to resolve such complaints.

3.5

In the case of a “Operational problem” (as defined below), immediate and constant attention will be given to the problem until it is resolved. Status reports will be available to CLIENT two times per day until resolution. An Operational Problem is defined as a failure, which prevents all processing operations or any significant error in the following types of transactions: renewal, new business, endorsement, cancellation processing and invoice payment.

4.	DUTIES OF CLIENT

4.1 CLIENT shall provide the data necessary, in a timely manner and in a format acceptable to ADMINISTRATOR, for ADMINISTRATOR to perform the Services defined in Exhibit I of this Agreement.

4.2

CLIENT shall provide ADMINISTRATOR, in a timely manner, with the policy jackets, information and specifications necessary to perform the Services defined in Exhibit I of this Agreement, including but not limited to CLIENT’s banking institution, rates, rules forms, unique edits and business processing requirements.

4.3

CLIENT acknowledges that ADMINISTRATOR assumes no insurance risk for any CLIENT’s claims administration, claims payment, or claims recovery.

4.4

CLIENT acknowledges that ADMINISTRATOR assumes no responsibility, risk for any CLIENT’s policy holders/insureds or any of the parties named in this Agreement.

4.5

CLIENT acknowledges that ADMINISTRATOR has no actual or implied authority to bind insurance coverage on behalf of CLIENT under this Agreement. CLIENT acknowledges and agrees that ADMINISTRATOR will utilize guidelines and rules as specified by CLIENT in providing the ministerial functions under this Agreement on behalf of CLIENT in connection with the Services herein. CLIENT further acknowledges and agrees that

ADMINISTRATOR is not providing any discretionary functions or Services on behalf of CLIENT hereunder.

4.6

CLIENT shall, with respect to any Services requiring CLIENT’s approval or action, issue such approval or disapproval within commercially reasonable time periods.

4.7

CLIENT shall provide ADMINISTRATOR with access to all financial data necessary for ADMINISTRATOR to perform its duties under this Agreement.

5.	AUDIT PROVISIONS

5.1

ADMINISTRATOR shall maintain its records of the data utilized to perform the Services defined in Exhibit I of this Agreement until seven (7) years following (i) the date of final payment for the Services with respect to which such records are maintained, or (ii) the period to which such data relates, unless such records are earlier returned to CLIENT upon CLIENT’s written request or pursuant to Paragraph 9.6.

5.2

CLIENT shall have the right to audit ADMINISTRATOR provided facts and figures in order to independently verify any information provided by ADMINISTRATOR; CLIENT shall have access to all such records upon reasonable prior notice for the purpose of audit and verification during normal business hours during the full term of this Agreement and during the respective periods that ADMINISTRATOR is required to maintain records relating to the records.

6.	PRICE AND PAYMENT

6.1

CLIENT agrees to pay all amounts specified in the Exhibits hereto, all amounts payable to third parties and all other charges in this Agreement. All amounts due under this Agreement shall be paid to the appropriate party by CLIENT within 15 days of CLIENT’s receipt of a related invoice. CLIENT shall pay a late charge on any amount which remains unpaid 30 days after its due date. The late charge shall be computed daily at 1.5% per month.

6.2

The time and materials rate set forth in Paragraph 6 of Exhibit II may be increased effective as of each anniversary of the Effective Date during the Term of this Agreement by the percentage increase in the United States Consumer Price Index for all Urban Users (“CPI-U”) published by the United States Bureau of Labor Statistics, for the immediately preceding calendar year multiplied by the corresponding Administrative Fee or time and materials rate then in effect.

6.3

The amounts payable in this Agreement may increase or decrease if changes in the Services mutually agreed to in writing by the parties substantially alter the

servicing personnel, equipment, or result in the servicing being done on a different system.

6.4

In addition to the above, CLIENT agrees to pay ADMINISTRATOR for all computer hardware, installation, interfaces and communication line charges which are not included as part of ADMINISTRATOR’s standard and customary system configuration.

6.5

CLIENT agrees to pay all taxes assessed or levied by any governmental entity that are applicable to the Services rendered hereunder or measured by payments made by CLIENT to ADMINISTRATOR under this Agreement or any third parties, or as required to be collected by ADMINISTRATOR or paid by ADMINISTRATOR to tax authorities in connection with the Services, including interest assessments thereon. This provision includes, but is not limited to sales use, excise, gross receipt and personal property taxes, or any other form of tax based on any and all services performed, equipment used by ADMINISTRATOR solely to perform any and all services for CLIENT, and the communication or storage of data, but does not include taxes based upon the net income of ADMINISTRATOR.

6.6

In the event a vendor supplying any service or product to ADMINISTRATOR required for ADMINISTRATOR to provide the Services to CLIENT increases its rates charged to ADMINISTRATOR, ADMINISTRATOR may increase the contracted rates set forth herein to include such increased costs.

7.	LICENSE, TRADE SECRET AND PROPRIETARY RIGHTS

7.1

Although ADMINISTRATOR from time to time may use its own proprietary computer software products or other thirds party proprietary systems ( collectively, the “Systems”) in the performance of some of the Services enumerated in Exhibit I of this Agreement, THIS AGREEMENT DOES NOT LICENSE TO CLIENT THE USE OF THE SYSTEMS.

7.2

This Agreement grants to CLIENT no right to process or reproduce the computer software programs performing all or any part of the Services or their specifications in any tangible or intangible medium. CLIENT may not mortgage, hypothecate, sell, assign, pledge, lease, transfer, license or sublicense the computer software programs performing all of any part of the Services, this Agreement, nor allow any person, firm or corporation to transmit, copy, or reproduce the computer software programs performing all or any part of the Services or their specifications in whole or part in any manner. In the event CLIENT shall come into possession of the computer software programs performing all or any part of the Services, CLIENT shall immediately notify ADMINISTRATOR and return the computer software programs performing the Services and all copies of any kind thereof to ADMINISTRATOR upon ADMINISTRATOR’s request.

7.3

If CLIENT received disclosure of Systems, CLIENT promises and agrees not to disclose or otherwise make computer software programs performing all or any part of the Services available to any person other than employees of CLIENT required to have such knowledge for normal use of them. CLIENT agrees to obligate each such employee to a level of care sufficient to protect the computer software programs performing all or any part of this Services from unauthorized disclosure. THE OBLIGATIONS OF CLIENT UNDER THIS ARTICLE SHALL CONTINUE AFTER THIS AGREEMENT IS TERMINATED.

7.4

ADMINISTRATOR and CLIENT expressly agree that the data generated and/or maintained under this Agreement or any Schedules or Exhibits hereto shall be and remain the sole property of the CLIENT; however ADMINISTRATOR shall be and remain the custodian of the same as set forth in the respective agreements. ADMINISTRATOR shall take any right, title or interest in such data other than such rights to access or audit required to enforce ADMINISTRATOR’s right to compensation or reimbursement under this Agreement or any Exhibits or Schedules hereto.

8.	LIMITATION OF LIABILITY

8.1 If data is processed in error due to an error or defects in the services provided by ADMINISTRATOR then upon ADMINISTRATOR receiving notice of such error or defect, ADMINISTRATOR shall reprocess such data without charge to CLIENT.

8.2

If CLIENT’s exclusive remedies set forth in this agreement fail of their essential purpose, ADMINISTRATOR’s liability for damages arising from breaches of this agreement and errors and defects in the services (whether in tort or contract, law or equity) is limited to an amount in the aggregate over the term hereof not to exceed five hundred thousand dollars ($500,000).

8.3

Even if CLIENT’s exclusive remedies set forth in this agreement fail of their essential purpose, ADMINISTRATOR shall never be liable to CLIENT for any indirect, special or consequential damages, including but not limited to lost profits, lost business, payments to third parties (including cover) or other economic loss arising out of this agreement or the services, whether in contract or tort (including ADMINISTRATOR’s and any third party contractor’s negligence) law or equity.

8.4

CLIENT agrees to indemnify and hold harmless ADMINISTRATOR, its officers, directors, employees, agents, designees and affiliates, from and against any and all claims, causes of action, liabilities, demands, costs, fees, expenses (including reasonable attorney’s fees), suits, judgments, adjudications and losses of whatever kind or nature which results from ADMINISTRATOR’S performance of its duties pursuant to this Agreement, except that ADMINISTRATOR shall not be indemnified or held harmless for negligence or willful misconduct on the part of ADMINISTRATOR.

8.5

ADMINISTRATOR agrees to indemnify and hold harmless CLIENT, its officers, directors, employees, agents, designees and affiliates, from and against any and all claims, causes of action, liabilities, demands, costs, fees, expenses (including reasonable attorney’s fees), suits, judgments, adjudications and losses of whatever kind or nature which results from CLIENT’S performance of its duties pursuant to this Agreement, except that CLINET shall not be indemnified or held harmless for negligence or willful misconduct on the part of CLIENT.

9.	TERMINATION

9.1

Either party may terminate this Agreement upon material breach by the other party of any one or more to the terms and conditions of this Agreement or the related Exhibits provided the party in breach is notified in writing by the other party of the breach and the breach is not cured or a satisfactory resolution agreed upon in writing within thirty (30) days of such written notification. A material breach shall include the inability of ADMINISTRATOR to maintain agreed upon Service Standards which are attached hereto as Exhibit II and which have not been resolved.

9.2

In the event either party makes a general assignment for the benefit of creditors or files a voluntary petition in bankruptcy or petitions for reorganization or arrangement under the bankruptcy laws, or if a petition in bankruptcy if filed against either party, or if a receiver or trustee is appointed for all or any part of its business operations, the other party may terminate this Agreement.

9.3

9.4

This Agreement shall terminate, at the election of ADMINISTRATOR if any public authority cancels or declines to renew such of CLIENT’s licenses as are necessary for the orderly conduct of business to be performed hereunder.

9.5

Any event as set forth in Paragraphs 9.3 through 9.4 shall be deemed an act of default which shall not require the rendering of any notice, nor the provision of any right to cure, and shall immediately entitle the non-defaulting party hereto to terminate this Agreement and avail itself of all other rights provided herein.

9.6

On expiration or termination of this Agreement, ADMINISTRATOR shall, at CLIENT’s expense, return to CLIENT the CLIENT data related to the Services provided by ADMINISTRATOR.

9.7

Upon expiration or termination of this Agreement for any reason, the parties agree to cooperate in good faith with one another to transfer the Services provided hereunder to any other service provider or to CLIENT. CLIENT agrees to pay ADMINISTRATOR and any third party vendors on a time and materials basis for ADMINISTRATOR’s (and any third party vendor’s) assistance hereunder.

10.

DISPUTE RESOLUTION

10.1

ADMINISTRATOR and CLIENT understand and agree that the implementation and ongoing provisions of this Agreement will be enhanced by the timely and open resolution of any disputes or disagreements between the parties.

10.2

Each party agrees to use reasonable efforts to cause any disputes or disagreements that may arise regarding those standards contained in Exhibit III to be considered, negotiated in good faith, and resolved in a timely manner.

11.

GENERAL

11.1

ADMINISTRATOR shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of Service resulting, directly or indirectly, from acts of God, civil or military authority, labor disputes, Internet failure, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of ADMINISTRATOR or CLIENT.

11.2

All notices which are required to be given pursuant to this Agreement shall be in writing and shall be delivered by certified mail, return receipt requested, first class postage prepaid, or sent by overnight express or similarly recognized overnight delivery with receipt acknowledge or by facsimile, with a copy thereof sent by one of the other means. Notices shall be deemed to have been given at the time delivered and shall be addressed as follows or to such other address as a party may designate by proper notice hereunder.

If to ADMINISTRATOR:

If to CLIENT:

11.3

CLIENT and ADMINISTRATOR agree that while this Agreement is in effect, neither will directly or indirectly induce any employee of the other to terminate his or her employment; nor will either, without prior written consent of the other, offer employment to any employee of the other, or to former employees of the other during the six (6) month period immediately following such employee’s termination (voluntarily or involuntarily).

11.4

CLIENT covenants and promises not to disclose the terms and conditions of this Agreement to any third party, except as (i) required in the normal conduct of CLIENT’s business, (ii) as expressly agreed to by ADMINISTRATOR, or (iii) as required by law.

11.5

This agreement and any Schedules and Exhibits made a part hereof: (a) constitute the entire Agreement between the parties and supersede and merge any and all prior discussions, representatives, negotiations, correspondence, writings and other Agreements and together state the entire understanding and agreement between ADMINISTRATOR and CLIENT rely respecting the subject matter of this Agreement: (b) may be amended or modified only in writing agreed to and signed by the authorized representative of the parties; and (c) shall be deemed to have been entered into and executed in the state of Montana and shall be construed, performed and enforced in all respects in accordance with the laws of that State.

11.6

Neither party hereto shall be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by the authorized representative of the party. No delay or omission by either party hereto in exercising any right shall operate as a waiver of such right. A waiver of a right on any occasion shall not be construed as a waiver of such right on any further

occasion. All rights and remedies hereunder shall be cumulative and may be exercises singularly or concurrently.

11.7

The descriptive headings of this Agreement are intended for reference only and shall not affect the construction or interpretation of this Agreement.

11.8

Wherever the singular of any term is used herein it shall be deemed to include the plural wherever the plural thereof may be applicable

11.9

Neither CLIENT nor ADMINISTRATOR shall assign this Agreement or any of its rights hereunder without the prior written consent of the other party.

11.10

If any provision of this Agreement or any Schedule or Exhibit hereto or the application thereof to any party of circumstances shall, to any extent, now or hereafter be or become invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and every other provision of this Agreement shall be valid and enforceable, to the fullest extent permitted by law.

11.11

This Agreement may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, when taken together shall constitute one and the same agreement.

11.12

Upon written notice, Administrator shall send Customer’s data to an independent data escrow company for Customer’s benefit in the event Administrator becomes insolvent through bankruptcy or an event, which prevents Administrator from providing ongoing services.

ADMINISTRATOR AND CLIENT CERTIFY BY THEIR UNDERSIGNED AUTHORIZED AGENTS THAT THEY HAVE READ THIS AGREEMENT, INCLUDING ALL SCHEDULES AND EXHIBITS HERETO, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

ADMINISTRATOR

CLIENT

WaterStreet Company

Premier Indemnity Associates, Inc

By:		By: ___________________________
	(in non-black ink, please)		(in non-black ink, please)

__________________________

(Name)

________________________

(Title)

_________________________

(Execution Date)

EXHIBIT I

TO THE

POLICY ADMINISTRATION SERVICES AGREEMENT

BY AND BETWEEN

PREMIER INDEMNITY ASSOCIATES, INC

AND

WATERSTREET COMPANY

Services:

During the term of this Agreement ADMINISTRATOR shall provide the Policy Administration Services defined below for the duties of Business (Section B of this Exhibit I) for the States specified (Section C of this Exhibit I) as follows:

System-Real-time, Enterprise system providing full policy administration.

Policy Issuance- ADMINISTRATOR will use CLIENT’s provided Rates, Forms and Rules to perform in accordance with Department of Insurance Regulations, applicable policy rating and issuance functions for all new, renewal, endorsement, cancellation, and non-renewal transactions.

Premium Billing and Collection- ADMINISTRATOR will prepare bills for premiums due and will transmit them in accordance with the CLIENT’s rules and receive/post the premiums billed on behalf of CLIENT. Cancellation notices will be sent for non-payment in accordance with CLIENT’s rules. ADMINISTRATOR will disburse funds from the premiums received on behalf of CLIENT for return of premium, overpayments and policy cancellation or changes resulting in a return of premium. ADMINISTRATOR will receive the monies due under the Services enumerated in Exhibit I of this Agreement and will remit to CLIENT on a regular basis the premiums received by ADMINISTRATOR less the disbursements made on behalf of CLIENT and amounts due hereunder to ADMINISTRATOR in any given month. CLIENT will pay all reasonable electronic funds transfer (EFT) charges to accomplish such transfers.

Commission Handling- ADMINISTRATOR will calculate and pay commissions to the Producer on CLIENT’s behalf and will invoice and receive the return of commissions from the producers on return premium transactions. ADMINISTRATOR will prepare Federal 1099 tax statements for commission paid to producers.

Data Access/Reporting to CLIENT- ADMINISTRATOR will provide full on-line access (and reports) to CLIENT of all policy, premium, claims and payment information.

Accounting- ADMINISTRATOR will provide the staff, systems and equipment to work with the chief financial officer of CLIENT to accomplish the following accounting and financial functions:

(a)

Posting, balancing and control of premium receivables.

(b)

Accounting and payment of agents’ commissions.

(c)

Issuance, control and accounting for disbursements for premium refunds, commissions, claims and general expenses.

(d)

Bank reconciliation’s

(e)

Accounting, reporting, payment and collection for reinsurance.

(f)

Required bureau and statistical reporting to the statistical agent appointed by CLIENT, which the Systems currently generate.

(g)

Data to support preparation of any required state premium, municipal, 1099, and escheat tax returns.

(h)

Reasonable and customary financial management reports produced by the general ledger system utilized by ADMINISTRATOR.

Third-party services- Any third party services, such as, but not limited to, ISO Services, loss reports, credit reports/scoring, replacement cost estimators, inspections, investigators, engineers fees and costs, all legal fees, travel expenses for Administrator employees and fees for incidental reports are direct costs of Company and must be reimbursed promptly to support timely Policy Service.

AUTHORIZED LINES OF BUSINESS:

Personal Property Lines (Flood, Excess Flood, HO forms, DP, etc.)

AUTHORIZED STATES:

Florida

EXHIBIT II

To the

POLICY ADMINISTRATION SERVICES AGREEMENT

By and between

WATERSTREET COMPANY

And

PREMIER INDEMNITY ASSOCIATES, INC

For providing the Services specifically delineated in Section 3 of the Agreement, and Exhibit I Customer shall pay Administrator monthly:

(A)

$55.00 per policy issued. The Processing Fee will drop $1.00 per every 10,000 policies-in-force. Minimum Fee is $49.00 per policy.

The Administrative Fee shall be five thousand dollars ($5,000.00) per month, which covers Network Maintenance, Servers, Equipment, Hosting, Data Lines and Disaster Recovery Services.

In-House Licensed Agency Services: On Orphan or House Account Business where Administrator serves as a licensed agent Administrator shall be paid a commission of 5.0% of Direct Premium

For any other services provided by ADMINISTRATOR not specifically set forth in the Agreement, Customer shall pay ADMINISTRATOR on a time and materials basis at a rate of ninety –five dollars ($95.00) per person-hour.

Customer and Administrator shall negotiate in good faith in determining pricing for any future products.

EXHIBIT III – SERVICE STANDARDS

POLICY ADMINISTRATION SERVICES AGREEMENT

By and between

WATERSTREET COMPANY

And

PREMIER INDEMNITY ASSOCIATES, INC

Service	Standard
New Policy Issuance	90% of polices printed and mailed on first business day following complete input to system
Renewal Processing	100% of eligible renewal notices and billing mailed sixty days prior to expiration of current policy or as per CLIENT’s written instructions.
Premium Receipt Processing	90% of premiums are deposited and processed by the end of the first business day following receipt
Commission Processing	Payments based on written premium paid within fifteen days of the month end.
Premium Refunds	Disbursements made by end of business day following input, or aggregated and processed weekly with payments mailed on first business day following end of week.
Endorsements	90% processed and mailed on business day following complete input of all information.
Premium Rate Changes	Revisions to rates, assuming no changes in rate structure and number of bands completed within ten business days.
Bank Account and Other Reconciliation’s	All reconciliation’s necessary to ensure accuracy of reported data are completed prior to release of monthly financial reports
Accuracy Standard	For the above processes and those tasks that ADMINISTRATOR is exclusively responsible for, ADMINISTRATOR will maintain a 5.0% or less error ratio.

Phone Standard	90% of calls answered within 60 seconds. Average Hold time less than 3.0 minutes. Abandon call rate below 5.0%.
Modification/Enhancement Programming	Bid response within 10 Business Days of complete information being provided.

EX-10 12 ex102.htm EXHIBIT 10.2, CONSULTING AGREEMENT

Exhibit 10.2

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is effective as of the ______ day of ___by and between Premier Indemnity Holding Company, a Florida corporation (the "Company") and EMH Advisory Services, Inc., a Delaware corporation (the “Consultant”).

WHEREAS:

The Company is seeking certain consulting and management advisory services such as that to be provided by the Consultant; and

The Company has had an opportunity to evaluate the consulting and management advisory services offered by Consultant; and

Subject to the terms and conditions of this Agreement, Consultant is willing to provide certain consulting and management advisory services to the Company in exchange for the Company’s payment of the Fee (as described herein).

NOW THEREFORE, in consideration of the foregoing recitals and of the mutual covenants, agreements, representations and warranties set forth in this Agreement, THE PARTIES AGREE AS FOLLOWS:

1.0

Description of Consulting Services. Consultant agrees to provide, during the term of this Agreement, the following consulting services:

1.1

Perform public relations services for the Company including, without limitation, responding to inquiries by the public regarding the Company and enhancing the visibility of the Company’s business strategy, subject in all cases to compliance in all respects with applicable federal and state laws and regulations.

1.2

Provide management advisory services, as determined from time to time, in connection with developing and implementing the Company’s capital plans.

2.0

Reports to the Company. Consultant may, from time to time, deliver a report to the Company in connection with the services being provided by Consultant.

3.0

Fee to be Paid to Consultant. In consideration for the services rendered and to be rendered by Consultant as described in Section 1.0 of this Agreement, the Company shall pay to Consultant a Fee which shall be comprised solely of not more than two million five hundred thousand (2,500,000) restricted shares of the Company’s common stock (par value $0.0024) (the “Shares”) which shall be issued and delivered

in the form of a stock certificate to Consultant as soon as is reasonably practicable, via overnight express mail, postage prepaid, or via similar overnight express delivery, at no cost to Consultant. The parties to this Agreement agree that the Shares are and shall be fairly valued at their par value per Share. If requested, Consultant agrees to: (A) execute an investment questionnaire and/or an investment agreement as is customary for the issuance of the Shares and the same agreement shall not be held or interpreted so as to contradict or contravene this Agreement in any way; and (B) cooperate with the Company in connection with any reasonable requests to ensure compliance with state and federal securities laws in connection with the issuance of the Company’s Shares to Consultant in payment of the Fee hereunder.

5.0

Registration Rights.

5.1

Participation. Subject to the limitations and restrictions of Section 5.2 below, if at any time from and after the date hereof and for a period of two years thereafter, the Company proposes to file or files a Registration Statement (as defined below) with the Securities and Exchange Commission (“SEC”) under the Securities Act with respect to any offering by the Company of securities of the same type as the Shares, for the account of the Company (other than a Registration Statement on Form S-8 or S-4 or any successor form thereto), then as promptly as practicable the Company shall, subject to the provisions of Section 5.2 below, give Consultant the opportunity to include in such Registration Statement up to, but not in excess of, 500,000 of the Shares (the “Registrable Shares”) received by the Consultant pursuant to this Agreement. Pursuant to timely notice by the Company off its intent to file a Registration Statement, the Consultant shall notify the Company in writing of its request to have all or a portion of its Registrable Shares included in such Registration Statement (a “Piggyback Registration”). The Consultant electing to participate via such Piggyback Registration shall do so pursuant to the terms of such proposed Registration Statement and shall execute such usual and customary custody agreements, powers of attorney, underwriting agreements or other documents as are reasonably requested or required by the Company and any Underwriter (defined below) of such offering. The costs of including the Registrable Shares in such Piggyback Registration shall be borne by the Company. The Consultant shall be entitled to withdraw any or all of such Registrable Shares from the Piggyback Registration at any time prior to the effective date of thereof.

5.2

Limitations and Restrictions. The foregoing notwithstanding, (a) in the event that any underwriter, selling agent or affiliate thereof (collectively referred to as the “Underwriter”) engaged by the Company in the offer and sale of the securities being registered in the Registration Statement in which the Consultant has sought Piggyback Registration for its Registrable Shares, advises the Company that the total amount of securities requested to be included by persons other than the Company in such Piggyback Registration exceeds the amounts which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering by the Company of its securities, then after taking into effect all securities proposed

to be included in the Registration Statement, the amount of securities to be offered and sold on behalf of holders of registration rights, including the Registrable Shares, shall be reduced pro rata; and furthermore, if deemed advisable by the Underwriter or Underwriters on the basis of the matters set forth herein, such Registrable Shares may be removed altogether from such Registration Statement.

(b)

In the event that the SEC, the National Association of Securities Dealers, Inc., any state Blue Sky or securities commission or regulatory agency, the OTC Bulletin Board, any national or regional securities exchange or national automated quotation system, in the course of its respective review of the Company’s Registration Statement in which Piggyback Registration has been sought by the Consultant, requests, directs declares or otherwise orders that the Registrable Securities proposed to be included in such Registration Statement be removed in whole or in part from such Registration Statement or that the Company will be unable to achieve effectiveness of its Registration Statement so long as all or a portion of such Registrable Securities are included for registration therein, then in any such case and without any further response or appeal process by the Consultant or the Company, the Company shall remove such Registrable Securities from the Registration Statement.

(c)

In the event that the Consultant fails to include (other than as a direct result of restrictions or limitations imposed by regulatory authorities or securities exchanges or associations as set forth above) or otherwise determines not to include any or all of the Registrable Shares in a Registration Statement which is filed by the Company with and which is declared effective by the SEC (the “Effective Registration Statement”) during the time period set forth in Section 5.1 above, then in such case the Piggyback Registration Rights provided hereby shall thereafter cease and be of no further force or effect with respect to the balance of Registrable Shares (“Registrable Share Balance”) not included in such Effective Registration Statement. In such case the Consultant shall be barred from asserting any Piggyback Registration Rights with respect to the Registrable Share Balance in connection with any subsequent Registration Statement of the Company filed after the Effective Registration Statement, even if such subsequent Registration Statement is filed by the Company within the time period set forth in Section 5.1.

5.3

Definition. For purposes hereof the term Registration Statement shall mean any registration statement of the Company filed with the SEC for the purpose of facilitating the public offering and sale of equity securities of the Company, including the prospectus included therein and as further modified pursuant to the provisions of Regulation 430A promulgated under the Securities Act, amendment and supplements to such Registration Statement (including post-effective amendments), all exhibits and all material incorporated by reference in such registration statement.

6.0

Responsibility for Expenses. Consultant agrees that all costs and expenses incurred by Consultant under this Agreement shall be and remain the sole responsibility of Consultant.

7.0

Status of Consultant. Consultant shall render all consulting services to the Company solely as an independent contractor and not as an employee of the Company. Consultant agrees to be responsible for all state and federal income and capital gains taxes that may be incurred in connection with the Fee paid by the Company hereunder.

8.0

Obligations of the Company. The Company shall cooperate with Consultant and provide Consultant with complete and accurate copies of all necessary documents and information reasonably needed by Consultant and as reasonably requested by Consultant in a timely manner.

9.0

Miscellaneous.

9.1

Successors. The provisions of this Agreement shall be deemed to obligate, extend to, and inure to the benefit of the successors of each of the parties to this Agreement, including, but not limited to, any that arise out of a Merger Transaction. All of the parties to this Agreement agree to adhere to all applicable state and federal securities laws.

9.2

Integration. This Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the parties and supersedes and replaces all prior negotiations and agreements of the parties, whether written or unwritten, or related thereto regarding the consulting services to be rendered by Consultant to the Company.

9.3	Amendments. No amendment to this Agreement shall be effective unless the same shall be in writing executed by the party against whom enforcement is sought.

9.4	Counterparts. This Agreement may be executed in any number of counterparts.

9.5	Non-Assignability. This Agreement and the rights and obligations set forth herein may not be assigned or otherwise transferred by the Consultant without the prior written consent of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

THE COMPANY:

PREMIER INDEMNITY HOLDING COMPANY

By:_____________________________ Name: Phillip R. Hardy

Title:

Chairman

THE CONSULTANT:

EMH ADVISORY SERVICES, INC.

By:____________________________

Name: Geraldine Tauscher
Title:	President

Premier:EMHConsultAgr.doc

EX-3.(II) 13 ex35.htm EXHIBIT 3.5, BY-LAWS

EXHIBIT 3.5

BYLAWS

PREMIER INDEMNITY INSURANCE COMPANY

TABLE OF CONTENTS

Page

ARTICLE ONE: OFFICES	4
1.01 Offices	4

ARTICLE TWO: SHAREHOLDERS	4
2.01 Annual Meetings	4
2.02 Special Meetings	4
2.03 Place of Meetings	4
2.04 Notice	5
2.05 Voting List	5
2.06 Voting of Shares	5
2.07 Quorum: Withdrawal of Quorum	5
2.08 Majority Vote	6
2.09 Method of Voting: Proxies	6
2.10 Closing of Transfer Records: Record Date	6
2.11 Officers' Duties at Meetings	7
2.12 Action Without Meeting	7

ARTICLE THREE: DIRECTORS	7
3.01 Management	7
3.02 Number: Election: Term: Qualification	7
3.03 Changes in Number	8
3.04 Removal	8
3.05 Vacancies	8
3.06 Place of Meetings	8
3.07 First Meeting	9
3.08 Annual Meeting	9
3.09 Special Meetings: Notice	9
3.10 Quorum: Majority Vote	9
3.11 Procedure: Minutes	9
3.12 Presumption of Assent	9
3.13 Compensation	9
3.14. Action Without Meeting	10

ARTICLE FOUR: COMMITTEES	10
4.01 Designation	10
4.02 Number: Qualification: Term	10
4.03 Authority	10
4.04 Committee Changes	11
4.05 Regular Meetings	11
4.06 Special Meetings	11
4.07 Quorum: Majority Vote	12
4.08 Minutes	12

4.09 Compensation	12
4.10 Responsibility	12

ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS	12
5.01 Notice	12
5.02 Waiver of Notice	12
5.03 Telephone and Similar Meetings	13

ARTICLE SIX: OFFICERS AND OTHER AGENTS	13
6.01 Number: Titles: Election: Term: Qualification	13
6.02 Removal	13
6.03 Vacancies	13
6.04 Authority	13
6.05 Compensation	13
6.06 Chairman of the Board	13
6.07 President	14
6.08 Vice Presidents	14
6.09 Treasurer	14
6.10 Assistant Treasurers	14
6.11 Secretary	15
6.12 Assistant Secretaries	15

ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS	15
7.01 Certificated and Uncertificated Shares	15
7.02 Certificates for Certificated Shares	15
7.03 Issuance	16
7.04 Consideration for Shares	16
7.05 Lost, Stolen, or Destroyed Certificates	16
7.06 Transfer of Shares	17
7.07 Registered Shareholders	17
7.08 Legends	17
7.09 Regulations	17

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS	18
8.01 Dividends	18
8.02 Books and Records	18
8.03 Fiscal Year	18
8.04 Seal	18
8.05 Attestation by the Secretary	18
8.06 Resignation	18
8.07 Securities of Other Corporations	19
8.08 Amendment of Bylaws	19
8.09 Invalid Provisions	19
8.10 Headings: Table of Contents	19

BYLAWS

PREMIER INDEMNITY INSURANCE COMPANY

A Florida Corporation

PREAMBLE

These bylaws are subject to the articles of incorporation of PREMIER INDEMNITY INSURANCE COMPANY, (the "Corporation"). In the event of a direct conflict between the provisions of these bylaws and the articles of incorporation of the Corporation, such provisions of the articles of incorporation of the Corporation, as the case may be, will be controlling.

ARTICLE ONE: OFFICES

ARTICLE TWO: SHAREHOLDERS

Corporation unless another place is designated for meetings in the manner provided herein.

ARTICLE THREE: DIRECTORS

3.06 Place of Meetings. The board of directors may hold its meetings in such place or places within or without the State of Florida as the board of directors may from time to time determine.

3.08 Annual Meeting. The board of directors shall hold an annual meeting at a time and place designated by resolution of the board of directors and communicated to all directors.

precluded from serving the Corporation in any other capacity or receiving compensation therefor.

ARTICLE FOUR: COMMITTEES

4.01 Designation. The board of directors may, by resolution adopted by a majority of the entire board of directors, designate one or more committees.

(a)

amending the articles of incorporation;

(b)

proposing a reduction of the stated capital of the Corporation;

(c)

approving a plan of merger or share exchange of the Corporation;

(d)

recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business;

(e)

recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof;

(f)

amending, altering, or repealing these bylaws or adopting new bylaws of the Corporation;

(g)

filling vacancies in the board of directors;

(h)

filling vacancies in, or designating alternate members of any committee;

(i)

filling any directorship to be filled by reason of an increase in the number of directors;

(j)

electing or removing officers of the Corporation or members or alternate members of any committee;

(k)

fixing the compensation of any member or alternate member of any committee; or

(l)

altering or repealing any resolution of the board of directors that by its terms provides that it shall not be amendable or repealable.

4.04 Committee Changes. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

4.09 Compensation. Committee members may, by resolution of the board of directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.

ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS

ARTICLE SIX: OFFICERS AND OTHER AGENTS

6.03 Vacancies. Any vacancy occurring in any office of the Corporation may be filled by the board of directors.

6.06 Chairman of the Board. The chairman of the board shall have such powers and duties as may be prescribed by the board of directors.

performance of the duties of the treasurer shall be conclusive evidence of the absence or inability to act of the treasurer at the time such action was taken.

ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS

(a)

(b)

(c)

(d)

Other Requirements. Satisfies any other reasonable requirements imposed by the board of directors.

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS

8.06 Resignation. Any director, committee member, officer, or agent may resign by so stating at any meeting of the board of directors or by giving written notice to the board of directors, the president, or the secretary. Such resignation shall take effect at the time specified in the statement made at the board of directors' meeting or in the written notice, but in no event may the effective time of such resignation be prior to the time such statement is made or such notice is given. If no effective time is specified in the resignation, the resignation shall be effective immediately. Unless a resignation specifies otherwise, it shall be effective without being accepted.

8.09 Invalid Provisions. If any part of these bylaws is held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.

8.10 Headings: Table of Contents. The headings and table of contents used in these bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these bylaws.

The undersigned, as secretary of the Corporation, hereby certifies that the foregoing

bylaws were adopted by the board of directors of the Corporation as of the _______ day of

, 200__.

_____________________

Secretary

_{S:\ACTIVE CLIENT FILES\01000 PNC\One Waterstreet.Premier\Bylaws - Premier Indemnity.doc}

EX-3.(II) 14 ex33.htm EXHBIT 3.3, BY-LAWS PREMIER INDEMNITY HOLDING CO

Exhibit 3.3

BYLAWS

PREMIER INDEMNITY HOLDING COMPANY

TABLE OF CONTENTS

Page

ARTICLE ONE: OFFICES	4
1.01 Offices	4

ARTICLE TWO: SHAREHOLDERS	4
2.01 Annual Meetings	4
2.02 Special Meetings	4
2.03 Place of Meetings	4
2.04 Notice	5
2.05 Voting List	5
2.06 Voting of Shares	5
2.07 Quorum: Withdrawal of Quorum	5
2.08 Majority Vote	6
2.09 Method of Voting: Proxies	6
2.10 Closing of Transfer Records: Record Date	6
2.11 Officers' Duties at Meetings	7
2.12 Action Without Meeting	7

ARTICLE THREE: DIRECTORS	7
3.01 Management	7
3.02 Number: Election: Term: Qualification	7
3.03 Changes in Number	8
3.04 Removal	8
3.05 Vacancies	8
3.06 Place of Meetings	8
3.07 First Meeting	9
3.08 Annual Meeting	9
3.09 Special Meetings: Notice	9
3.10 Quorum: Majority Vote	9
3.11 Procedure: Minutes	9
3.12 Presumption of Assent	9
3.13 Compensation	9
3.14. Action Without Meeting	10

ARTICLE FOUR: COMMITTEES	10
4.01 Designation	10
4.02 Number: Qualification: Term	10
4.03 Authority	10
4.04 Committee Changes	11
4.05 Regular Meetings	11
4.06 Special Meetings	11
4.07 Quorum: Majority Vote	12

4.08 Minutes	12
4.09 Compensation	12
4.10 Responsibility	12

ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS	12
5.01 Notice	12
5.02 Waiver of Notice	12
5.03 Telephone and Similar Meetings	13

ARTICLE SIX: OFFICERS AND OTHER AGENTS	13
6.01 Number: Titles: Election: Term: Qualification	13
6.02 Removal	13
6.03 Vacancies	13
6.04 Authority	13
6.05 Compensation	13
6.06 Chairman of the Board	13
6.07 President	14
6.08 Vice Presidents	14
6.09 Treasurer	14
6.10 Assistant Treasurers	14
6.11 Secretary	15
6.12 Assistant Secretaries	15

ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS	15
7.01 Certificated and Uncertificated Shares	15
7.02 Certificates for Certificated Shares	15
7.03 Issuance	16
7.04 Consideration for Shares	16
7.05 Lost, Stolen, or Destroyed Certificates	16
7.06 Transfer of Shares	17
7.07 Registered Shareholders	17
7.08 Legends	17
7.09 Regulations	17

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS	18
8.01 Dividends	18
8.02 Books and Records	18
8.03 Fiscal Year	18
8.04 Seal	18
8.05 Attestation by the Secretary	18
8.06 Resignation	18
8.07 Securities of Other Corporations	19
8.08 Amendment of Bylaws	19
8.09 Invalid Provisions	19
8.10 Headings: Table of Contents	19

BYLAWS

PREMIER INDEMNITY HOLDING COMPANY

A Florida Corporation

PREAMBLE

These bylaws are subject to the articles of incorporation of PREMIER INDEMNITY HOLDING COMPANY, (the "Corporation"). In the event of a direct conflict between the provisions of these bylaws and the articles of incorporation of the Corporation, such provisions of the articles of incorporation of the Corporation, as the case may be, will be controlling.

ARTICLE ONE: OFFICES

ARTICLE TWO: SHAREHOLDERS

2.02 above. Meetings of shareholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.

If a quorum shall not be present at any meeting of shareholders, the shareholders represented in person or by proxy at such meeting may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting. Once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting.

In lieu of closing the share transfer records, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and if no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders or entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which the notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 2.10, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

ARTICLE THREE: DIRECTORS

until their successors are elected and qualified. No director need be a shareholder or a resident of the State of Florida.

3.06 Place of Meetings. The board of directors may hold its meetings in such place or places within or without the State of Florida as the board of directors may from time to time determine.

3.08 Annual Meeting. The board of directors shall hold an annual meeting at a time and place designated by resolution of the board of directors and communicated to all directors.

ARTICLE FOUR: COMMITTEES

4.01 Designation. The board of directors may, by resolution adopted by a majority of the entire board of directors, designate one or more committees.

foregoing, however, no committee shall have the authority of the board of directors in reference to:

(a)

amending the articles of incorporation;

(b)

proposing a reduction of the stated capital of the Corporation;

(c)

approving a plan of merger or share exchange of the Corporation;

(d)

recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business;

(e)

recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof;

(f)

amending, altering, or repealing these bylaws or adopting new bylaws of the Corporation;

(g)

filling vacancies in the board of directors;

(h)

filling vacancies in, or designating alternate members of any committee;

(i)

filling any directorship to be filled by reason of an increase in the number of directors;

(j)

electing or removing officers of the Corporation or members or alternate members of any committee;

(k)

fixing the compensation of any member or alternate member of any committee; or

(l)

altering or repealing any resolution of the board of directors that by its terms provides that it shall not be amendable or repealable.

4.04 Committee Changes. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

4.09 Compensation. Committee members may, by resolution of the board of directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.

ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS

notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail, postage prepaid, and addressed as aforesaid. .

ARTICLE SIX: OFFICERS AND OTHER AGENTS

6.03 Vacancies. Any vacancy occurring in any office of the Corporation may be filled by the board of directors.

6.06 Chairman of the Board. The chairman of the board shall have such powers and duties as may be prescribed by the board of directors.

departments, shall supervise the accounting and auditing practices of the Corporation, and shall have charge of matters relating to taxation. Additionally, the treasurer shall have the power to endorse for deposit, collection, or otherwise all checks, drafts, notes, bills of exchange, and other commercial paper payable to the Corporation and to give proper receipts and discharges for all payments to the Corporation. The treasurer shall perform such other duties as may be prescribed by the board of directors or as may be delegated from time to time by the president.

ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS

7.01 Certificated and Uncertificated Shares. The shares of the Corporation may be either certificated shares or uncertificated shares. As used herein, the term

"certificated shares" means shares represented by instruments in bearer or registered form, and the term "uncertficated shares" means shares not represented by instruments and the transfers of which are registered upon books maintained for that purpose by or on behalf of the Corporation.

(a)

(b)

(c)

(d)

Other Requirements. Satisfies any other reasonable requirements imposed by the board of directors.

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS

instrument a valid and binding obligation against the Corporation unless the resolutions, if any, of the board of directors authorizing such execution expressly state that such attestation is necessary.

8.06 Resignation. Any director, committee member, officer, or agent may resign by so stating at any meeting of the board of directors or by giving written notice to the board of

directors, the president, or the secretary. Such resignation shall take effect at the time specified in the statement made at the board of directors' meeting or in the written notice, but in no event may the effective time of such resignation be prior to the time such statement is made or such notice is given. If no effective time is specified in the resignation, the resignation shall be effective immediately. Unless a resignation specifies otherwise, it shall be effective without being accepted.

8.09 Invalid Provisions. If any part of these bylaws is held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.

8.10 Headings: Table of Contents. The headings and table of contents used in these bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these bylaws.

The undersigned, as secretary of the Corporation, hereby certifies that the foregoing

bylaws were adopted by the board of directors of the Corporation as of the _______ day of

, 200__.

—————————

Secretary

_{S:\ACTIVE CLIENT FILES\01000 PNC\One Waterstreet.Premier\Bylaws - Premier Indemnity Holdings.doc}

EX-10 15 ex107.htm EXHIBIT 10.7

Exhibit 10.7

Product of Interest

oMailbox Plus: Use of our prestigious address for receipt of mail.

Telephone Answering: Telephone answering in your company’s name during business hours and 24/7 voicemail services

Virtual Office: Telephone answering in your company’s name, fax and mail handling, use of our prestigious address and 16 hours of office usage.

oVirtual Office Plus: Same as Virtual Office with 40 hours of office usage.

Client Details (not an HQ Center address)

Company Name:	Premier Indemnity Holding Company	Contact Name:	Steve Rohde
Address:	1966 Edgcumbe Road	Title:
State:	Minnesota	City:	Minneapolis
Telephone:	651-699-6839	Zip Code:	34761
Email Address:	srohde_associates@msn.com	Fax:

Center Details – Specify the HQ center(s) for your address

FLORIDA, Tampa - Rocky Point Center

CHOOSE CENTER

Street/Floor	3001 N. Rocky Point Drive East - Suite 200			Street/Floor	-
City	Tampa			City	-
State/Zip	FL, 33607			State/Zip	-
Monthly Fee	$ 175.00	Retainer	$ 350.00	Monthly Fee		Retainer	$ -

CHOOSE CENTER

Street/Floor			Street/Floor	-
City			City	-
State/Zip			State/Zip	-
Monthly Fee	Retainer	$ -	Monthly Fee		Retainer	$ -

Telephone Call Handling (not applicable for Mailbox Plus, extra fees may apply)

Please answer my calls in the following company name:

Premier Indemnity

And then handle each call as follows (select one option):

oForward to my telephone	Forward to my voicemail			oEnd of day messaging* (email only)
oAny messages taken should be forwarded to me by:		oEmail	oSMS*		oVoicemail

Phone Number:

Patching charge applies

Email Address:

not available at this location

Mail and Fax Handling (not applicable for Telephone Answering, extra fees may apply)

o My mail and faxes will be held at the center. I am responsible for picking up my mail and faxes, OR

oI will call to collect my mail:

oDaily

oWeekly

oMonthly, OR

Forward my mail by:

oFax

Mail

oCourier

oI will call to collect my faxes**

oDaily

oWeekly

oMonthly

o Forward my faxes weekly by:

oFax

oMail

oCourier

Forward to fax number:

Charge to forward Fax $1.00 per page plus long distance

Program Details

12 Months***(Save up to 30%)

o3 Months

Length of Agreement

Start date (MM/DD/YY):

January 1, 2006*

End Date (MM/DD/YY):

December 31, 2006

Monthly Fee	Local Tax	Total Monthly Fee	Registration Fee	Retainer (2 x monthly fee)	TOTAL
$ 175.00		$ 175.00	$ 99.00	$ 350.00	$ 624.00
					$ -
					$ -
					$ -

Initial Payment	o Check if Renewal	No Upgrades @ $25.00 per person (see below)			$ -
		Total Initial Payment			$ 624.00

Monthly Payment:		Total Monthly Payment			$ 175.00

GRAPHIC 16 ballotx.jpg GRAPHIC begin 644 ballotx.jpg M_]C_X``02D9)1@`!`0$!+`$L``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#<\6>.]4TK MQOJ>F+JEW'"MQ%%"MO/;1QVJE+7,EP9+>1HXBT[8DR:9]H&YVC4L<#@9)/2H[GPEI5UJ%S?,VI0SW3AYC:ZI EX-3.(I) 17 ex34.htm EXHIBIT 3.4

Exhibit 3.4

I certify the attached is a true and correct copy of the Articles of Incorporation of PREMIER INDEMNITY INSURANCE COMPANY, Florida corporation, filed on February 2, 2006, as shown by the records of this office.

The document of this corporation is P06000016204.

ARTICLES OF INCORPORATION

PREMIER INDEMNITY INSURANCE COMPANY

The undersigned incorporator(s), all of whom are United States citizens, natural persons over the age of eighteen (18) years, and competent to contract, hereby form a stock insurance company under the laws of the State of Florida.

Article I

Name. The name of this Corporation is PREMIER INDEMNITY INSURANCE COMPANY.

Article II

Principal Office. The principal place of business shall be in Pinellas County, City of Clearwater, Florida and mailing address of this corporation shall be: 2655 Ulmerton Road, #342, Clearwater, Florida 33762. The Corporation may establish and maintain the principal place of business at such other place within the State of Florida as may be determined by the Board of Directors from time to time.

Article III

Duration.

The period of this Corporation shall be perpetual.

Article IV

Purpose.

The purpose of this Corporation is to engage in any activities or businesses

permitted under the laws of the United States, under the Florida General Corporation Act, and to engage in every aspect of property and casualty insurance and reinsurance as permitted under Florida Insurance law and conducting such other business as may be permitted for such an insurance company under applicable law, and the acquisition of life insurance bonds, debentures, commodities, leaseholds, options, puts and calls, easements, mortgages, properties, notes, mutual funds, investments trusts, common trust funds, voting trust certificates, and any class of stock or right to subscribe for stock, including trading on margin.

Article V

Capital Stock. This Corporation is authorized to issue 100 million shares of One Dollar ($1.00) par value common stock. All shareholders shall have preemptive rights in future stock sales by the Corporation. The Corporation shall not begin transacting insurance until it achieves capital and surplus of not less that Five Million Dollars ($5,000,000.00), or as otherwise required by Florida law.

Article VI

By-laws. The power to adopt, alter, amend and repeal By-Laws shall be vested in the Board of Directors and Shareholders.

Article VII

Statutory Agents and Office. The Corporation hereby appoints Florida's Chief Financial Officer as its attorney in fact to receive service of process issued against it in any civil action or proceeding in this state, and such appointment shall remain in effect for so long as is required by applicable law, specifically including section 624.422, Florida Statutes, or any successor thereto. In addition, the Corporation hereby appoints John R. Dunphy as its initial registered agent for such other purposes as are required or permitted by applicable law, including without limitation section 607.0505, Florida Statutes, and designates Blank, Meenan & Smith, 204 South Monroe Street, Tallahassee, FL 32302.

Article VIII

Initial Board of Directors. The Corporation shall have five (5) Directors initially. The number of Directors may either be increased or diminished from time to time by the By-Laws, but it shall never be less than five. The names and residence addresses of the initial Director of this Corporation are:

1.)	Phillip R. Hardy	Chairman
	6075 Grelot Road, #67
	Mobile, AL 36609

2.)	Stephen Rohde	President and Treasurer
	1966 Edgcumbe Road
	St. Paul, MN 55116

	3.)	Richard V. Atkinson
		18 Briarwood Lane
		Rochester, IL 62563

	4.)	William N. Majerus
		2233 Riverwood Place
		St. Paul, MN 55104

	5.)	Joseph 1. Pingatore
		2954 Highcourte
		Roseville, MN 55113

Article IX

Incorporators.

The names and residence addresses of the persons signing these Articles

are:

1.)	Phillip R. Hardy	Chairman
	6075 Grelot Road, #67
	Mobile, AL 36609

2.)	Stephen Rohde	President and Treasurer
	1966 Edgcumbe Road
	St. Paul, MN 55116

	3.)	Richard V. Atkinson
		18 Briarwood Lane
		Rochester, IL 62563

	4.)	William N. Majerus
		2233 Riverwood Place
		St. Paul, MN 55104

	5.)	Joseph 1. Pingatore
		2954 Highcourte
		Roseville, MN 55113

Article X

Transactions in Which Directors or Officers Are Interested.

A. No contract or other transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, firm, or entity in which one or more of the corporation's directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely because of such relationship or interest, or solely because such director or directors is or are present at or participate in the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because his or their votes are counted for such purposes, if:

1. The fact of such relationship or interest is disclosed or known to the Board of Directors or the committee which authorizes or approves the contractor transaction; or

2. The fact of such relationship or interest is disclosed or known to the shareholders of the corporation entitled to vote thereon, and they authorize or approve such contract or transaction; or

The contract or transaction is fair and reasonable as to the corporation.

Article XI

Indemnification.

The Corporation shall indemnify its directors, officers, and agents

against liabilities arising out of their respective services and duties to the Corporation. Indemnification will be made for costs and expenses, including attorney fees, judgments, and settlement payments.

The Incorporators have hereunto set their and signature this 19 day of Jan., 2006.

	_____________________
	Phillip R. Hardy

	_____________________
	Stephen Rohde

	_____________________
	Richard V. Atkinson

	_____________________
	William N. Majerus

	_____________________
	Joseph J. Pingatore

EX-3.(I) 18 ex32.htm EXHIBIT 3.2, ARTICLES OF AMENDMENT

EXHIBIT 3.2

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

PREMIER INDEMNITY HOLDING COMPANY

Pursuant to the provisions of Section 607.1006, Florida Statutes, this Florida Profit Corporation hereby adopts the following amendment to its Articles of Incorporation:

Article VI is hereby amended so that as amended, it shall be and read as follows:

Article VI

Shares

The aggregate number of Common Shares that this Corporation shall have the authority to issue is 100,000,000 Shares with a par value of $0.0001 per Share. The Corporation shall also have the authority to issue 10,000,000 Shares of Preferred Stock with a par value of $0.0001 per Share. The description of the Preferred Stock with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, and qualifications and rights thereof are as follows:

(A) Board of Directors. Preferred Stock may be issued, from time to time, in one or more Series, each of such Series to have such terms as are stated and expressed herein and in the resolutions providing for the issue of such Series adopted by the Board of Directors as hereinafter provided.

(B) Unissued Shares. The Board of Directors, subject to the provisions hereof, may classify or reclassify any unissued Shares of Preferred Stock into one or more Series of Preferred Stock by fixing or altering in any one or more respects, from time to time, before issuance of such unissued Shares:

(i) Designation of Series. The distinctive designation of such Series and the number of Shares to constitute such Series;

(ii) Annual Dividend Rate. The annual dividend rate on the Shares of such Series, the time of payment, whether or not dividends thereon shall be cumulative, and, if cumulative, the date or dates from which such dividends shall be cumulative;

(iii) Redemption Provisions. The price at and any terms and conditions on which Shares may be redeemed;

(iv) Sinking Fund Provisions. The sinking fund provisions for the redemption or purchase of Shares;

(v) Voluntary Liquidation & Dissolution. The amount payable on the Shares of such Series in the event of voluntary liquidation, dissolution, or winding up of the Corporation;

(vi) Involuntary Liquidation. The amount payable on the Shares of such Series in the event of involuntary liquidation;

(vii) Conversion Rights. Whether or not the Shares of such Series shall be convertible into Shares of stock of any other class or classes, and if so convertible, the terms and conditions of such conversion;

(viii) Limitations & Restrictions. The limitations and restrictions, if any, to be effective while any Shares of such Series are outstanding, upon the payment of dividends or making of other distributions on the Common Stock or any other class or classes of stock of the Corporation ranking junior to the Shares of such Series;

(ix) Other Conditions. The conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or any subsidiary and the conditions or restrictions, if any, upon the issuance of any additional stock (including additional Shares of such Series or of any other Series) ranking on a parity with or prior to the Shares of such Series as to dividends or upon liquidation;

(x) Voting Rights. Any right to vote with holders of Shares of any other Series or class and any right to vote as a class, either generally or as a condition to specified corporate action; and

(xi) Other Preferences. Such other preferences, rights, restrictions, and qualifications as shall not be inconsistent herewith.

(C) Preference Rights. All Shares of any Series of Preferred Stock shall be identical with each other in all respects, except that Shares of any one Series issued at different times may differ as to the dates from which dividends thereon shall be cumulative, if cumulative dividends have been designated for such Series,

and all Series shall rank equally and be identical in all respects, except as permitted by the foregoing provisions of Section (2) hereof.

(D) Senior to Common Stock. The Preferred Stock is senior to the Common Stock, and the Common Stock is subject to the rights and preferences of the Preferred Stock as herein set forth.

(E)(i) Dividends. The holders of Preferred Stock of each Series shall be entitled to receive, and the Corporation shall be bound to pay, out of any funds legally available for such purpose, when and as declared by the Board of Directors, cash dividends thereon at such rate and payable at such times as shall be fixed and determined for such Series as herein set forth. Dividends with respect to each Series of Preferred Stock shall be cumulative or non-cumulative, as determined by the Board of Directors, and shall accrue from such date or dates as shall have been fixed and determined with respect to such Series by the Board of Directors as herein provided.

(ii) Cumulative Dividend Rights. In no event, so long as any Preferred Stock shall remain outstanding, shall any dividend whatsoever be declared or paid upon, or any distribution be made or ordered in respect of, the Common Stock or any other class of stock ranking junior to the Preferred Stock, or any moneys be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of Shares of Common Stock or of any other such junior class of stock, unless:

(a) Full cumulative dividends on the Preferred Stock of all Series for all past dividend periods shall have been paid with respect to any outstanding Preferred Shares having cumulative dividend rights, and the full dividend on all outstanding Shares of Preferred Stock of all Series for the then current dividend period, if any, shall have been paid or declared and set apart for payment; and

(b) The Corporation shall have set aside all amounts, if any, theretofore required to be set aside as and for sinking funds, if any, for the Preferred Stock of all Series for the then current year, and all defaults, if any, in complying with any such sinking fund requirements in respect of previous years shall have been made good.

(iii) Rights of Common Stock. Subject to the foregoing provisions respecting the Preferred Stock, and not otherwise, dividends, payable in cash, stock, or otherwise, as may be determined by the Board of Directors, may be declared and paid upon the Common Stock, from time to time, out of any funds legally available therefor, and no holder of any Shares of any Series of Preferred Stock, as such, shall be entitled to participate in any such dividend.

(F) Redemption of Preferred Stock. The Corporation, at the option of the Board of Directors, may, at any time permitted by the resolution or resolutions adopted by the Board of Directors providing for the issuance of any Series of Preferred Stock, and at the redemption price per Share fixed and determined for such Series, redeem the whole or any part of the Shares of such Series at the time outstanding (the total sum so payable on any such redemption being herein referred to as the "redemption price"). Notice of every such redemption shall be mailed to the holders of record of the Shares of such Series so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. Such notice shall be mailed at least 30 days in advance of the date designated for such redemption to the holders of record of Shares so to be redeemed. In case of the redemption of a part only of any Series at the time outstanding, the Shares of such Series so to be redeemed shall be selected by lot or pro rate in such manner as the Board of Directors may determine.

(G) Funds For Redemption of Preferred Stock. If, on the redemption date specified in such notice, the funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the Shares so called for redemption, then, notwithstanding that any certificates for Shares of Preferred Stock so called for redemption shall not have been surrendered for cancellation, the Shares represented thereby shall no longer be deemed outstanding, the right to receive dividends thereon shall cease to accrue from and after the date of redemption so designated, and all rights of holders of the Shares of Preferred Stock so called for redemption shall forthwith, after such redemption date, cease and terminate, excepting only the right of the holders thereof to receive the redemption price therefor but without interest. Any moneys so set aside by the Corporation and unclaimed at the end of six years from the date designated for such redemption shall revert to the general funds of the Corporation; after which reversion, the holders of such Shares so called for redemption shall look only to the Corporation for payment of the redemption price, and such Shares shall not still be deemed to be outstanding.

(H) Liquidating Dividends to Preferred Stock. Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the Preferred Stock of each Series shall be entitled, before any distribution shall be made to the Common Stock or to any other class of stock junior to the Preferred Stock, to be paid the amount fixed and determined by the board of Directors for such Series as herein provided, plus accrued and unpaid dividends thereon to the date of distribution, but the Preferred Stock shall not be entitled to any further payment, and any remaining net assets shall be distributed ratably to the outstanding Common Stock. If, upon such liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the net assets of the Corporation shall be insufficient to permit the payment to all outstanding Shares

of Preferred Stock of all Series of the full preferential amounts to which they are respectively entitled, then the entire net assets of the Corporation shall be distributed ratably to all outstanding Shares of Preferred Stock of all Series in proportion to the full preferential amount to which each Share is entitled. Neither a consolidation nor a merger of the Corporation with or into any other corporation or corporations, nor the sale of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution, or winding up within the meaning of this section.

(I) Conversion Provisions. The Preferred Stock shall not be convertible, except to the extent that any one or more Series thereof may be issued with the privilege of conversion as may be determined by the Board of Directors prior to issuance of any Shares of such Series as herein set forth. If the Shares of any Series are so issued with the privilege of conversion, then, at the option of the respective holders thereof, the Preferred Stock of such Series shall be convertible into a number of fully paid and non-assessable Shares of the Common Stock or any other class of stock of the Corporation at the conversion rate, or upon payment to the Corporation of the conversion price, which is in effect for the Preferred Stock of such Series at the time of such conversion. The initial conversion rate or conversion price (including, in the latter case, the number of Shares of Common Stock or other class of stock issuable upon conversion), and the terms and conditions of conversion for each Series issued with the privilege of conversion shall be fixed and determined by the Board of Directors as hereinafter provided. Such conversion price or conversion rate, with respect to any such Series, may be subject, from time to time, to adjustment by virtue of issuance of securities or rights to purchase securities of the Corporation, or upon any capital reorganization or reclassification of the Common Stock of the Corporation, or the consolidation or merger of the Corporation, or the sale, conveyance, lease, or other transfer by the Corporation of all or substantially all of its property, or in other circumstances, all to the extent and in the manner fixed and determined by the Board of Directors as herein set forth.

(J) Repurchase of Preferred Stock. Shares of any Series of Preferred Stock which have been issued and reacquired in any manner by the Corporation (including Shares redeemed, Shares purchased and retired, and Shares which, if convertible or exchangeable, have been converted into or exchanged for Shares of stock of any other class, classes, or Series) shall have the status of authorized and unissued Shares of Preferred Stock and may be reissued as a part of the Series of which they were originally a part, or may be reclassified and reissued as part of a new Series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, or as part of any other Series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in any resolution or resolutions adopted by the Board of Directors provided for the issue of any Series of Preferred Stock.

(K) Voting Rights of Preferred Stock. None of the holders of Preferred Stock of any Series shall have any voting powers for any purpose, except as may be specifically required by law, or except as any such right to vote may be fixed and determined by the Board of Directors prior to issuance of any Shares of such Series as herein provided.

(L) Procedures RE: Board Action. In order the Board of Directors to establish a Series of Preferred Stock, the Board of Directors shall adopt a resolution or resolutions setting forth the designation and the number of Shares of such Series and the relative rights and preferences thereof in respect of the foregoing particulars. The Board of Directors may redesignate any Shares of any Series theretofore established that have not been issued, or that have been issued and retired, as Shares of some other Series, or change the designation of outstanding Shares where desired to prevent confusion.

(M) Classification & Reclassification. For the purposes hereof and of any resolution of the Board of Directors providing for the classification or reclassification of any Shares of Preferred Stock:

(i) The term "outstanding," when used in reference to Shares of stock, shall mean issued Shares, excluding Shares held by the Corporation or a subsidiary, and Shares called for redemption; funds for the redemption of which shall have been deposited in trust.

The date of adoption of the Amendment: January 12, 2005.

Adoption of Amendment

x	The Amendment was adopted by the Board of Directors without shareholder action and shareholder action was not required.

Signature:

____________________________________________

Gregg Barrett, Director

EX-3.(I) 19 ex31.htm EXHIBIT 3.1, ARTICLES OF INCORP

Exhibit 3.1

ARTICLES OF INCORPORATION

PREMIER INDEMNITY HOLDING COMPANY

The undersigned incorporator, in order to form a corporation for the purposes hereinafter stated under and pursuant to the provisions of Chapter 607, Florida Statutes, do hereby certify as follows:

Article I

Name

The name of the corporation is PREMIER INDEMNITY HOLDING COMPANY (hereinafter the “Corporation”).

Article II

Principal Office

Article III

Duration

The period of duration of this Corporation shall be perpetual.

Article IV

Purpose

The Corporation is organized to engage in any lawful activity for which a corporation may be organized under Chapter 607, Florida Statutes.

Article V

Resident Agent

The name and address of the Corporation’s Florida registered agent is:

John R. Dunphy

Blank, Meenan & Smith, P.A.

204 South Monroe Street

Tallahassee, FL 32302

Article VI

Shares

The Corporation shall have the authority to issue one hundred million (100,000,000.00) shares of common stock with a par value of $1.00 per share. No shares of stock may be issued for less than par value. Each outstanding share of stock is entitled to one (1) vote, and all outstanding shares have equal voting rights in all respects. The holders of the outstanding shares of stock shall be entitled to receive, when and as declared by the Board of Directors, dividends payable either in cash, property, or shares of the capital of the Corporation.

Article VII

By-laws

The power to adopt, alter, amend or repeal by-laws shall be vested in the Board of Directors and Shareholders.

Article VIII

Directors

The governing body of the Corporation is styled as the Board of Directors. The number of directors of the Corporation, the qualifications of directors, the time and place of director elections, and the term of office of each director shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws of the Corporation as prescribed by law.

The initial Board of Directors are:

Article IX

Indemnification

Article X

Initial Officers

The names, addresses and titles of the initial officers of the corporation are:

Gregg Barrett		President
106 Terrace HL
Bigfork, MT	59911

Stephen Rhode		Treasurer
1966 Edgecombe Road
St. Paul, MN	55116

Article XI

Amendments

These Articles of Incorporation may be amended in the manner provided by law, and may be amended without adoption at a formal meeting if all of the directors sign a written statement approved by all of the shareholders manifesting the intention that an amendment to these Articles of Incorporation be adopted.

Article XII

Incorporator

The name and address of the sole incorporator is as follows:

Gregg Barrett

106 Terrace HL

Bigfork, MT 59911

Article XIII

Transactions in Which Directors or Officers Are Interested

A. No contract or other transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, firm, or entity in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely because of such relationship or interest, or solely because such director or directors is or are present at or participate in the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because his or their votes are counted for such purposes, if:

1. The fact of such relationship or interest is disclosed or known to the Board of Directors or the committee which authorizes or approves the contract or transaction; or

2. The fact of such relationship or interest is disclosed or known to the shareholders of the corporation entitled to vote thereon, and they authorize or approve such contract or transaction; or

The contract or transaction is fair and reasonable as to the corporation.

IN WITNESS WHEREOF, the undersigned, being the original subscribing Incorporator to the foregoing Articles of Incorporation, has executed these Articles of Incorporation on April ____, 2005.

	____________________________________
	Gregg Barrett
	Incorporator

CERTIFICATE DESIGNATING REGISTERED AGENT

AND REGISTERED OFFICE

In compliance with Florida Statutes, Sections 48.091 and 607.0501, the following is submitted:

PREMIER INDEMNITY HOLDING COMPANY, desiring to organize as a corporation under the laws of the State of Florida, has designated Blank, Meenan & Smith, P.A.; P.O. Box 11068, 204 South Monroe Street, Tallahassee, Florida 32302-3068, as its initial registered office and has named John R. Dunphy, located at said address, as its initial Registered Agent effective April _____, 2005.

	____________________________________
	Gregg Barrett
	Incorporator
	Dated as of April ____, 2005

Having been named Registered Agent to accept service of process for PREMIER INDEMNITY HOLDING COMPANY, at the place designated in this certificate, the undersigned hereby accepts said appointment and agrees to act in this capacity effective April _____, 2005. The undersigned further agrees to comply with the provisions of all statutes relating to the proper and complete performance of his duties and is familiar with and accepts the obligations of his position as Registered Agent.

	____________________________________
	John R. Dunphy
	Registered Agent
	Dated April _____, 2005

S:\ACTIVE CLIENT FILES\01000 PNC\One Waterstreet.Premier\20050412 Articles of Incorporation - Premier Indemnity Holdings.doc

COVER 20 filename20.htm

William M. Aul

Attorney at Law

7676 Hazard Center Drive, Suite 500

San Diego, California 92108

TEL: 619-497-2555

FAX: 619-542-0555

March 7, 2006

Filing Desk

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

	RE:	Premier Indemnity Holding Company
		Filing of Form SB-2 Registration Statement

Dear Sir/Madam:

On behalf of my client, Premier Indemnity Holding Company, a Florida corporation, I hereby file a copy of the company’s Form SB-2 Registration Statement.

If you have any questions, please call me. We look forward to receiving your comments.

Sincerely,

William M. Aul

WMA: mds

cc: file

Common stock offered by Premier Indemnity Holding Company

15,000,000 Shares

Common stock offered by the selling stockholder

2,500,000 Shares

Common stock outstanding before offering

33,625,000 Shares

Common stock outstanding after minimum offering

42,125,000 Shares

Common stock outstanding after maximum offering

48,625,000 Shares