U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended June 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to ______________________.
_
Commission File Number 000-25253
SUMMIT LIFE CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1448244
-------- ----------
(State or other jurisdiction (I.R.S. Employer identification No.)
of incorporation or organization)
3021 Epperly Dr., P.O. Box 15808, Oklahoma City, Oklahoma 73155
---------------------------------------------------------------
(Address of principal executive offices)
(405) 677-0781
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of the Issuer's Common Stock, $.01 par value,
as of August 14, 2002 was 2,691,305.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
FORM 10-QSB
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 2002 (unaudited) and
December 31, 2001........................................................ 3
Consolidated Statements of Operation - Three months and six months ended
June 30, 2002 and 2001 (unaudited)....................................... 5
Consolidated Statement of Stockholders' Equity - Six months ended
June 30, 2002 (unaudited)................................................ 6
Condensed Consolidated Statement of Cash Flows - Six months ended
June 30, 2002 and 2001 (unaudited)....................................... 7
Notes to Consolidated Financial Statements............................... 8
Item 2. Management's Discussion and Analysis or Plan of Operation........... 9
PART II. OTHER INFORMATION
Item 2. Changes in Securities...............................................12
Item 4. Submission of Matters to a Vote of Security Holders.................12
Item 6. Exhibits and Reports on Form 8-K....................................12
Signatures..................................................................14
2
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
ASSETS
June 30, 2002 December 31, 2001
----------------- -----------------
(Unaudited)
INVESTMENTS
Debt securities-held to maturity $ 428,287 $ 279,871
Debt securities-available for sale 1,669,765 2,180,629
Equity securities-trading 85,949 84,934
Equity securities-available for sale 341,181 291,248
Equity securities-other 66,788 66,788
Mortgages 675,495 697,374
Notes receivable 652,142 294,659
Short-term investments -- --
Policy loans 110,687 113,865
Investment in limited 32,404 30,800
partnerships
----------------- -----------------
4,062,698 4,040,168
CASH AND CASH EQUIVALENTS 1,972,288 1,661,410
RECEIVABLES
Accrued investment income 41,266 54,993
Other 18,310 37,583
----------------- -----------------
59,576 92,576
PROPERTY AND EQUIPMENT-AT COST
Building and improvements 129,419 129,419
Furniture and equipment 120,848 119,198
Automobiles 22,015 22,015
----------------- -----------------
272,282 270,632
Less accumulated depreciation (140,254) (130,870)
----------------- -----------------
132,028 139,762
Land 56,000 56,000
----------------- -----------------
188,028 195,762
OTHER ASSETS
Cost in excess of net assets of businesses
acquired, less accumulated amortization 32,500 35,000
Deferred policy acquisition costs 132,015 107,765
Value of purchased insurance business 324,436 355,966
Deferred income taxes 37,241 37,240
Other 57,465 103,208
----------------- -----------------
583,657 639,179
----------------- -----------------
$ 6,866,247 $ 6,629,095
================= =================
The accompanying notes are an integral part of these interim financial
statements
3
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
2002 2001
------------ ------------
(Unaudited)
LIABILITIES
Policy reserves and policyholder funds $ 5,396,003 $ 5,364,682
Unpaid claims 9,650 24,971
Accounts payable 15,432 63,116
Accrued liabilities 8,363 8,233
Notes payable 200,835 111,206
Other liabilities -- --
------------ ------------
5,630,283 5,572,208
STOCKHOLDERS' EQUITY
Common stock, $.01 par value 26,913 22,676
Preferred stock, series A, $.001 par value, stated at
liquidation value 500,000 500,000
Preferred stock, series B, $1.00 par value 350,000 350,000
Additional paid-in capital 3,286,507 2,923,596
Common stock of parent held by subsidiary -- (95,000)
Common stock subscribed -- 422,200
Accumulated other comprehensive income (loss)
Unrealized appreciation (depreciation) of available 30,166 13,709
for sale securities
Accumulated deficit (2,957,622) (3,080,294)
------------ ------------
1,235,964 1,056,887
------------ ------------
$ 6,866,247 $ 6,629,095
============ ============
The accompanying notes are an integral part of these interim financial
statements
4
Summit Life Corporation and Subsidiaries
Consolidated Statements of Operation
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues
Insurance premiums $ 65,833 $ 177,170 $ 124,404 $ 220,985
Reinsurance premium ceded (14,981) (6,923) 188 (18,720)
----------- ----------- ----------- -----------
Net premium income 50,852 170,247 124,592 202,265
Investment activity
Investment income 282,980 90,191 350,379 170,289
Net realized gains on sale of available for sale securities -- 517 -- (6,830)
Net gain (loss) on trading securities 13,611 (17,431) 30,174 (73,862)
Other 12,524 9,522 31,209 18,506
----------- ----------- ----------- -----------
359,967 253,046 536,354 310,368
Benefits, losses and expenses
Policy benefits 53,050 22,211 107,472 57,900
Change in policy reserves 45,161 189,697 63,031 228,620
Interest expense 77 5,375 151 10,201
Taxes, licenses and fees 3,199 3,600 8,780 10,368
Depreciation and amortization 24,034 28,528 47,731 57,485
General, administrative and other operating expenses 79,440 130,069 161,517 223,169
----------- ----------- ----------- -----------
204,961 379,480 388,682 587,743
----------- ----------- ----------- -----------
Earnings (Loss)
before income taxes 155,006 (126,434) 147,672 (277,375)
Income tax provision -- -- -- --
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ 155,006 $ (126,434) $ 147,672 $ (277,375)
Preferred Stock Dividend Requirement 12,500 12,500 25,000 25,000
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) APPLICABLE TO COMMON
SHARES $ 142,506 $ (138,934) $ 122,672 $ (302,375)
=========== =========== =========== ===========
Earnings (Loss) per common share -
Basic and diluted
$ 0.05 $ (0.06) $ 0.05 $ (0.13)
=========== =========== =========== ===========
Weighted average outstanding common shares,
basic and diluted 2,672,305 2,259,605 2,671,827 2,254,105
=========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
5
Summit Life Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity
Six Months Ended June 30, 2002
(Unaudited)
Common Stock Preferred Stock "A" Preferred Stock "B"
------------------------- ------------------------- -------------------------
Shares Liquid- Shares Liquid-
Shares Par Out- ation Out- ation
Total Issued Value standing Value standing Value
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at January 1, 2002 $ 1,056,887 2,267,605 $ 22,676 5,000 $ 500,000 350,000 $ 350,000
Common stock subscribed 1,500 -- -- -- -- -- --
Dividends on preferred
stock (25,000) -- -- -- -- -- --
Close of public offering
less expense of $56,652 (56,552) 423,700 4,237 -- -- -- --
Sale of stock held by
subsidiary 95,000 -- -- -- -- -- --
Comprehensive income
Net income (loss) 147,672 -- -- -- -- -- --
Other comprehensive inc
(loss)
Unrealized gain on
investments 16,457 -- -- -- -- -- --
Comprehensive inc
(loss) 164,129 -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at June 30, 2002 $ 1,235,964 2,691,305 $ 26,913 5,000 $ 500,000 350,000 $ 350,000
=========== =========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
6
Summit Life Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity
Six Months Ended June 30, 2002
(Unaudited)
Common Accumulated
Stock of Other
Additional Parent Held Comprehensive Common
Paid-in by Income stock Accumulated
Capital Subsidiary (Loss) subscribed Deficit
----------- ----------- ----------- ----------- -----------
Balance at January 1, 2002 $ 2,923,596 $ (95,000) $ 13,709 $ 422,200 $(3,080,294)
Common stock subscribed -- -- -- 1,500 --
Dividends on preferred
stock -- -- -- -- (25,000)
Close of public offering
less expense of $56,652 362,911 -- -- (423,700) --
Sale of stock held by
subsidiary -- 95,000 -- -- --
Comprehensive income
Net income (loss) -- -- -- -- 147,672
Other comprehensive inc
(loss)
Unrealized gain on
investments -- -- 16,457 -- --
Comprehensive inc
(loss) -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Balance at June 30, 2002 $ 3,286,507 -- $ 30,166 $ -- $(2,957,622)
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
Summit Life Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
June 30,
-------------------------
2002 2001
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents
Net cash provided by (used in) operating activities $ 187,388 $ (70,722)
Net cash provided by (used in) investing activities 85,047 (5,359)
Net cash provided by (used in) financing activities 38,443 174,823
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 310,878 98,742
Cash and cash equivalents at the beginning of the period 1,661,410 1,436,338
----------- -----------
Cash and cash equivalents at the end of the period $ 1,972,288 $ 1,535,080
=========== ===========
The accompanying notes are an integral part of these interim financial
statements
7
Summit Life Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month and six month periods ended
June 30, 2002 are not necessarily indicative of the results that may be expected
for the year ended December 31, 2002. For further information, refer to the
consolidated annual financial statements and footnotes thereto for the year
ended December 31, 2001.
8
Item 2. Management's Discussion and Analysis or Plan of Operation.
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical facts included in this Report,
including, without limitation, statements regarding the Company's future
financial position, business strategy, budgets, projected costs and plans and
objectives of Management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate" or "believe" or the negative thereof or variations
thereon or similar terminology. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct. Such
statements are based upon numerous assumptions about future conditions which may
ultimately prove to be inaccurate and actual events and results may materially
differ from anticipated results described in such statements. Important factors
that could cause actual results to differ materially from the Company's
expectations ("cautionary statements") include the risks inherent generally in
the insurance and financial services industries, the impact of competition and
product pricing, changing market conditions, the risks disclosed in the
Company's Annual Report on Form 10-KSB for the Year Ended December 31, 2001
under "ITEM 6--Management's Discussion and Analysis or Plan of Operation," as
well as the risks disclosed in this Report. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf, are expressly qualified in their entirety by these cautionary
statements. The Company assumes no duty to update or revise its forward-looking
statements based on changes in internal estimates or expectations or otherwise.
As a result, the reader is cautioned not to place reliance on these
forward-looking statements.
General
The Company's primary focus is its life insurance operations.
Results of Operations
Three Months Ended June 30, 2002 Compared to Three Months ended June
30, 2001
Revenue. Total revenues increased 42% from $253,046 to $359,967 for the
three months ended June 30, 2001 and June 30, 2002, respectively. The increase
was primarily the result of the acquisition of business from Presidential Life
Insurance Company of Dallas, Texas ("Presidential") that was completed in August
2001, as well as the sale of a communications tower lease for $211,000 in June
2002. Revenues attributable to life insurance decreased 70% from $170,247 to
$50,852 for the three months ended June 30, 2002, compared to the same period
ended June 30, 2001. The decrease was due primarily to the sale of a sizeable
contract during June 2001. Excluding that contract, revenues attributable to
life insurance increased 51% for the comparable periods.
Investment income increased 213% from $90,191 for the three months
ended June 30, 2001 to $282,980 for the three months ended June 30, 2002,
primarily as a result of the sale of a communications tower lease for $211,000.
Net gains on trading securities of $13,611 were reported for the three
months ended June 30, 2002 compared to net losses on trading securities of
$17,431 for the three months ended June 30, 2001. The Company began trading
securities in the fourth quarter of 2000 and is required to report unrealized
gains and losses in operations. The realized gain or loss for each trading
security may differ materially depending on the date of sale, the underlying
performance of the represented company and other market conditions.
Other income increased from $9,522 for the three months ended June 30,
2001 to $12,524 for the three months ended June 30, 2002. Other income results
9
from administration contracts whereby the Company administers blocks of business
for third parties and the Company also generates commission income from ceded
reinsurance.
Costs and Expenses. Total expenses decreased 46% from $379,480 to
$204,961 for the three months ended June 30, 2001 and 2002, respectively. A
sizable contract written in the second quarter of 2001 resulted in substantial
increases in reserves while the second quarter of 2002 reflected normal reserve
increases. As a result, the size of the reserve increase dropped substantially
for the second quarter of 2002 as compared to the same period of 2001.
Policy benefits increased from $22,211 to $53,050 for the comparable
periods, due in part to the acquisition of business from Presidential, which
doubled in-force life insurance business. Policy reserves decreased $144,536 for
the comparable periods. Interest expense decreased from $5,375 to $77 for the
comparable periods due to the reduction of Company debt. Depreciation and
amortization decreased from $28,528 to $24,034 for the three months ended June
30, 2001 and 2002, respectively, as the Company continued to amortize the block
of business acquired with Great Midwest Life Insurance Company. General expenses
decreased 39% from $130,069 to $79,440 for the comparable periods as a result of
management cost containment programs.
Income/Loss. The Company reported a net gain for the three months ended
June 30, 2002 of $155,006, compared to a net loss for the three months ended
June 30, 2001 of $126,434. The increase was primarily due to the sale of a
communications tower lease for $211,000 and the acquisition of business from
Presidential. The Company also continued to increase revenues from life
insurance and reduce trading losses and operating costs significantly during the
quarter.
The Company reported net income per share of $0.05 per share for the
three months ended June 30, 2002, compared to a net loss of $0.06 per share for
the three months ended June 30, 2001.
Six Months Ended June 30, 2002 Compared to Six Months ended June 30,
2001
Revenue. Total revenues increased 72% from $310,368 to $536,354 for the
six months ended June 30, 2001 and June 30, 2002, respectively. The increase was
primarily the result of the acquisition of business from Presidential Life
Insurance Company of Dallas, Texas ("Presidential") that was completed in August
2001, as well as the sale of a communications tower lease for $211,000 in June
2002. Revenues attributable to life insurance decreased 39% from $202,265 to
$124,592 for the six months ended June 30, 2002, compared to the same period
ended June 30, 2001. The decrease was due primarily to the sale of a sizeable
contract during June 2001. Excluding that sale, revenues attributable to life
insurance increased 89% for the comparable periods.
Investment income increased 105% from $170,289 for the six months ended
June 30, 2001 to $350,379 for the six months ended June 30, 2002, primarily as a
result of the sale of a communications tower lease for $211,000.
Net gains on trading securities of $30,174 were reported for the period
ended June 30, 2002 compared to losses on trading securities of $73,862 for the
period ended June 30, 2001. The Company began trading securities in the fourth
quarter of 2000 and is required to report unrealized gains and losses in
operations. The realized gain or loss for each trading security may differ
materially depending on the date of sale, the underlying performance of the
represented company and other market conditions.
Other income increased 68% from $18,506 for the six months ended June
30, 2001 to $31,209 for the six months ended June 30, 2002. Other income results
from administration contracts whereby the Company administers blocks of business
for third parties and the Company also generates commission income from ceded
reinsurance.
Costs and Expenses. Total expenses decreased 34% from $587,743 to
$388,682 for the six months ended June 30, 2001 and 2002, respectively. A
sizable contract written in the second quarter of 2001 resulted in substantial
10
increases in reserves while the second quarter of 2002 reflected normal reserve
increases. As a result, the size of the reserve increase dropped substantially
for the second quarter of 2002 as compared to the same period of 2001.
Policy benefits increased from $57,900 to $107,472 for the comparable
periods, due in part to the acquisition of business from Presidential, which
doubled in-force life insurance business.. Policy reserves decreased $165,589
for the comparable periods. Interest expense decreased from $10,201 to $151 for
the comparable periods due to the reduction of Company debt. Depreciation and
amortization decreased from $57,485 to $47,731 for the six months ended June 30,
2001 and 2002, respectively, as the Company continued to amortize the block of
business acquired with Great Midwest Life Insurance Company. General expenses
decreased 28% from $223,169 to $161,517 for the comparable periods as a result
of management cost containment programs.
Net Gain/Loss. The Company reported a net gain for the six months ended
June 30, 2002 of $147,672, compared to a net loss for the six months ended June
30, 2001 of $277,375. The increase was primarily due to the sale of a
communications tower lease for $211,000 and the acquisition of business from
Presidential. The Company continued to increase revenues from life insurance and
reduce trading losses and operating costs significantly during the period.
The Company reported a net gain per share of $0.05 per share for the
six months ended June 30, 2002, compared to a net loss of $0.13 per share for
the six months ended June 30, 2001.
Liquidity and Capital Resources
Total assets were $6,866,247 at June 30, 2002, compared to $6,349,059
at June 30, 2001, an increase of 8%. The increase was due to the public offering
commenced by the Company in May 2001 and completed during the first quarter of
2002 and to the acquisition of business from Presidential.
Total liabilities (primarily insurance reserves for future policyholder
benefits) were $5,630,283 at June 30, 2002, compared to $5,257,232 at June 30,
2001, an increase of 7%. The increase was due primarily to acquisition of
business from Presidential.
Total stockholders' equity was $1,235,964 at June 30, 2002, compared to
$1,091,827 at June 30, 2001, an increase of 13%. The increase was attributable
to the public offering of the Company's stock mentioned above.
The principal requirements for liquidity in connection with the
Company's operations are its contractual obligations to policyholders and
annuitants. The Company's contractual obligations include payments of surrender
benefits, contract withdrawals, policy loans and claims under outstanding
insurance policies and annuities. Payment of surrender benefits is a function of
"persistency," which is the extent to which insurance policies are maintained by
the policyholder. Policyholders sometimes do not pay premiums, thus causing
their policies to lapse, or policyholders may choose to surrender their policies
for their cash surrender value. If actual experience of a policy or block of
policies is different from the initial or acquisition date assumptions, a gain
or loss could result. Depending on the nature of the underlying policy, a lapse
or surrender may result in surrender charge revenue or surrender benefit
expense. Such amounts may be less than, or greater than, unamortized acquisition
expenses and/or the related policy reserves; accordingly, current period
earnings may either increase or decrease. Additionally, policy lapses and
surrenders may result in lost future revenues and profits associated with those
policies that are lapsed or surrendered.
The Company currently funds most of its activity directly from cash
flow from operations and cash flow from activities, which includes deposits to
policyholders' account balances. The Company's liquidity position showed
improvement from the previous comparable quarter, with a 28% net increase in
cash and cash equivalents. However, this liquidity was provided substantially
11
from two nonrecurring transactions: the sale of a communications tower lease for
$211,000 in June 2002 and the sale in June 2002 of 19,000 shares of the
Company's common stock for $95,000.
The Company has made and intends to make substantial expenditures in
connection with its subsidiary's acquisition and marketing programs.
Historically, the Company has funded these expenditures from cash flow from
operations.
The Company believes that the liquidity resulting from the transactions
described above, together with anticipated cash from continuing operations,
should be sufficient to fund its operations and the annual 10% dividend on the
Series A Preferred Stock for at least the next 12 months. The Company may not,
however, generate sufficient cash flow for these purposes. The Company's ability
to fund its operations will depend on its future performance, which, to a
certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond its control.
Item 2. Changes in Securities
On June 30, 2002, the Company's subsidiary sold 19,000 shares of the
Company's common stock, which were owned by the subsidiary, to an unaffiliated
third party for a purchase price of $95,000. No sales commissions were paid in
connection with the sale of the common stock and the securities were issued in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933. The proceeds will be used for general working capital
purposes.
Item 4. Submission of Matters to Vote of Security Holders
The Company held its annual stockholders' meeting on June 13, 2002. Two
proposals were voted on by the Company's stockholders: 1) election of directors,
and 2) ratification of the appointment of Gary Skibicki, CPA, PC, as independent
auditor. All proposals were approved by a majority of the votes cast at the
meeting as follows:
(a) Two directors were elected to serve a three-year term.
Charles L. Smith and Thomas D. Sanders were each elected as a Class
1 director for a term expiring at the 2005 annual meeting:
Charles L. Smith: Thomas D. Sanders:
1,959,940 shares voted in favor 1,959,940 shares voted in favor
866 shares voted against 866 shares voted against
Gary L. Ellis, a Class 3 director whose term expires at the 2003 annual
meeting, and James L. Smith and M. Dean Brown, who are Class 2
directors with terms expiring at the 2004 annual meeting, were not up
for reelection and continued on as directors.
(b) Ratification of the appointment of Gary Skibicki, CPA, PC, as
independent auditor:
In favor: 1,959,483
Against: 420
Abstain: 768
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits :
12
Exhibit
Number Name of Exhibit
------- ---------------
3.1 First Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.1 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference).
3.2 First Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference).
4.1 Specimen Certificate of the common stock (filed as Exhibit 4.1
to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference).
4.2 See Articles V and X of the Company's Certificate of
Incorporation and Article VI of the Company's Bylaws (filed as
Exhibit 4.2 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference).
4.3 Specimen Certificate of the Series A Preferred Stock (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
for the Quarter ended June 30, 1999 and incorporated herein by
reference).
4.4 Certificate of Designation of Series A Preferred Stock (filed
as Exhibit 4.2 to the Company's Quarterly Report on Form
10-QSB for the Quarter ended June 30, 1999 and incorporated
herein by reference).
4.5 Certificate of Designation of Series B Convertible Preferred
Stock (filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-QSB for the Quarter ended September 30, 2000 and
incorporated herein by reference).
10.1* Real Estate Purchase Contract between the Company and Pro To
Management, Inc. dated June 28, 2002, with an attached Quit
Claim Deed and Absolute Assignment.
99.1* Certification of Periodic Financial Report by Chief Financial
Officer Pursuant to 18 U.S.C.ss. 1350.
99.2* Certification of Periodic Financial Report by Chief Executive
Officer Pursuant to 18 U.S.C.ss. 1350.
99.3* Certification of Periodic Financial Report by Chief Accounting
Officer Pursuant to 18 U.S.C.ss. 1350.
* Filed herewith.
(b) Reports on Form 8-K: none.
13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SUMMIT LIFE CORPORATION
an Oklahoma corporation
Date: August 13, 2002 /s/Charles L. Smith
-------------------
Charles L. Smith
President, Chief Operating Officer
and Chief Financial Officer
Date: August 13, 2002 /s/Quinton L. Hiebert
---------------------
Quinton L. Hiebert
Chief Accounting Officer
14
INDEX TO EXHIBITS
Exhibit
Number Name of Exhibit
------- ---------------
3.1 First Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.1 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference).
3.2 First Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference).
4.1 Specimen Certificate of the common stock (filed as Exhibit 4.1
to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference).
4.2 See Articles V and X of the Company's Certificate of
Incorporation and Article VI of the Company's Bylaws (filed as
Exhibit 4.2 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference).
4.3 Specimen Certificate of the Series A Preferred Stock (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
for the Quarter ended June 30, 1999 and incorporated herein by
reference).
4.4 Certificate of Designation of Series A Preferred Stock (filed
as Exhibit 4.2 to the Company's Quarterly Report on Form
10-QSB for the Quarter ended June 30, 1999 and incorporated
herein by reference).
4.5 Certificate of Designation of Series B Convertible Preferred
Stock (filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-QSB for the Quarter ended September 30, 2000 and
incorporated herein by reference).
10.1* Real Estate Purchase Contract between the Company and Pro To
Management, Inc. dated June 28, 2002, with an attached Quit
Claim Deed and Absolute Assignment.
99.1* Certification of Periodic Financial Report by Chief Financial
Officer Pursuant to 18 U.S.C.ss. 1350.
99.2* Certification of Periodic Financial Report by Chief Executive
Officer Pursuant to 18 U.S.C.ss. 1350.
99.3* Certification of Periodic Financial Report by Chief Accounting
Officer Pursuant to 18 U.S.C.ss. 1350.
* Filed herewith.
15