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, 2003
[ ] 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 of (I.R.S. Employer identification No.)
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, 2003 was 2,691,255.
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, 2003 (unaudited) and
December 31, 2002................................................. 3
Consolidated Statements of Operation - Three months and six
months ended June 30, 2003 and 2002 (unaudited)................... 5
Consolidated Statement of Stockholders' Equity - Six months
ended June 30, 2003 (unaudited)................................... 6
Condensed Consolidated Statement of Cash Flows - Six months
ended June 30, 2003 and 2002 (unaudited).......................... 7
Notes to Consolidated Financial Statements........................ 8
Item 2. Management's Discussion and Analysis or Plan of Operation......... 9
Item 3. Controls and Procedures........................................... 12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders............... 12
Item 6. Exhibits and Reports on Form 8-K.................................. 13
Signatures................................................................ 14
2
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
ASSETS
June 30, 2003 December 31, 2002
----------------- -----------------
(Unaudited)
INVESTMENTS
Debt securities-held to maturity $ -- $ 423,060
Debt securities-available for sale 1,028,078 1,113,919
Equity securities-trading 2,441 67,655
Equity securities-available for sale 193,644 159,740
Equity securities-other -- 79,275
Mortgages 941,679 622,383
Notes receivable 425,579 426,331
Short-term investments -- --
Policy loans 120,410 113,020
Investment in limited 32,404 32,404
partnerships
----------------- -----------------
2,744,235 3,037,787
CASH AND CASH EQUIVALENTS 1,951,253 2,109,388
RECEIVABLES
Accrued investment income 70,791 41,689
Other 13,213 13,305
----------------- -----------------
84,004 54,994
PROPERTY AND EQUIPMENT-AT COST
Building and improvements 1,017,140 1,017,140
Furniture and equipment 120,848 120,848
Automobiles 22,015 22,015
----------------- -----------------
1,160,003 1,160,003
Less accumulated depreciation (184,880) (153,738)
----------------- -----------------
975,123 1,006,265
Land 321,000 321,000
----------------- -----------------
1,296,123 1,327,265
OTHER ASSETS
Cost in excess of net assets of businesses
acquired, less accumulated amortization 27,500 30,000
Deferred policy acquisition costs 150,760 145,960
Value of purchased insurance business 242,126 282,006
Deferred income taxes 31,800 31,800
Other 540,458 43,750
----------------- -----------------
992,644 533,516
----------------- -----------------
$ 7,068,259 $ 7,062,950
================= =================
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,
2003 2002
------------ ------------
(Unaudited)
LIABILITIES
Policy reserves and policyholder funds $ 5,849,797 $ 5,777,027
Unpaid claims 12,000 10,000
Accounts payable 19,952 8,910
Accrued liabilities 7,913 9,950
Notes payable 368,242 277,364
Other liabilities -- --
------------ ------------
6,257,904 6,083,251
STOCKHOLDERS' EQUITY
Common stock, $.01 par value 26,913 26,913
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 3,286,507
Accumulated other comprehensive income (loss)
Unrealized appreciation (depreciation) of available for 35,054 41,727
sale securities
Accumulated deficit (3,388,119) (3,225,448)
------------ ------------
810,355 979,699
------------ ------------
$ 7,068,259 $ 7,062,950
============ ============
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,
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Revenues
Insurance premiums $ 70,160 $ 65,833 $ 128,130 $ 124,404
Reinsurance premium ceded (6,960) (14,981) (14,227) 188
----------- ----------- ----------- -----------
Net premium income 63,200 50,852 113,903 124,592
Investment activity
Investment income 66,481 282,980 121,565 350,379
Net realized gains on sale of available for sale securities 50,353 -- 50,807 --
Net gain (loss) on trading securities (1,234) 13,611 (8,753) 30,174
Other 3,007 12,524 6,134 31,209
----------- ----------- ----------- -----------
181,807 359,967 283,656 536,354
Benefits, losses and expenses
Policy benefits 53,004 53,050 80,752 107,472
Change in policy reserves 47,875 45,161 86,776 63,031
Interest expense 3,212 77 3,214 151
Taxes, licenses and fees 1,885 3,199 9,096 8,780
Depreciation and amortization 20,514 24,034 42,992 47,731
General, administrative and other operating expenses 107,596 79,440 198,496 161,517
----------- ----------- ----------- -----------
234,086 204,961 421,326 388,682
----------- ----------- ----------- -----------
Earnings (Loss)
before income taxes (52,279) 155,006 (137,670) 147,672
Income tax provision -- -- -- --
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ (52,279) $ 155,006 $ (137,670) $ 147,672
Preferred Stock Dividend Requirement 12,500 12,500 25,000 25,000
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) APPLICABLE
TO COMMON SHARES $ (64,779) $ 142,506 $ (162,670) $ 122,672
=========== =========== =========== ===========
Earnings (Loss) per common share -
Basic and diluted $ (0.02) $ 0.05 $ (0.06) $ 0.05
=========== =========== =========== ===========
Weighted average outstanding common shares,
basic and diluted 2,691,305 2,672,305 2,691,305 2,671,827
=========== =========== =========== ===========
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, 2003
(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, 2003 $ 979,699 2,691,305 $ 26,913 5,000 $ 500,000 350,000 $ 350,000
Dividends on preferred stock (25,000) -- -- -- -- -- --
Comprehensive income
Net income (loss) (137,670) -- -- -- -- -- --
Other comprehensive inc (loss)
Unrealized gain on investments (6,673) -- -- -- -- -- --
-----------
Comprehensive inc. (loss) (144,343) -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at June 30, 2003 $ 810,356 2,691,305 $ 26,913 5,000 $ 500,000 350,000 $ 350,000
=========== =========== =========== =========== =========== =========== ===========
Other
Additional Comprehensive
Paid-in Income Accumulated
Capital (Loss) Deficit
----------- ----------- -----------
Balance at January 1, 2003 $ 3,286,507 $ 41,727 $(3,225,448)
Dividends on preferred stock -- -- (25,000)
Comprehensive income
Net income (loss) -- -- (137,670)
Other comprehensive inc (loss)
Unrealized gain on investments -- (6,673) --
Comprehensive inc. (loss) -- -- --
----------- ----------- -----------
Balance at June 30, 2003 $ 3,286,507 $ 35,054 $(3,388,118)
=========== =========== ===========
6
Summit Life Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
June 30,
--------------------------
2003 2002
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents
Net cash provided by (used in) operating activities $ 68,122 $ 187,388
Net cash provided by (used in) investing activities 209,138 85,047
Net cash provided by (used in) financing activities (435,395) 38,443
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (158,135) 310,878
Cash and cash equivalents at the beginning of the period 2,109,388 1,661,410
----------- -----------
Cash and cash equivalents at the end of the period $ 1,951,253 $ 1,972,288
=========== ===========
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, 2003 are not necessarily indicative of the results that may be expected
for the year ended December 31, 2003. For further information, refer to the
consolidated annual financial statements and footnotes thereto for the year
ended December 31, 2002.
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, 2002
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, 2003 Compared to Three Months ended June
30, 2002
Revenue. Total revenues decreased from $359,967 to $181,807 for the
three months ended June 30, 2002 and June 30, 2003, respectively. Revenue
figures for the 2002 period included the sale of a communications tower lease
for $211,000. Revenues attributable to life insurance increased 24% from $50,852
to $63,200 for the three months ended June 30, 2003, compared to the same period
ended June 30, 2002. The increase was due primarily to marketing efforts by the
Company.
Investment income decreased from $282,980 for the three months ended
June 30, 2002 to $66,481 for the three months ended June 30, 2003, primarily as
a result of the sale of a communications tower lease for $211,000 in 2002.
The Company reported net gains on the sale of available for sale
securities of $50,353 for the three months ended June 30, 2003 compared to $0
for the three months ended June 30, 2002. Management sold appreciated securities
during the quarter. The Company reported net losses on trading securities of
$1,234 for the three months ended June 30, 2003 compared to net gains on trading
securities of $13,611 for the three months ended June 30, 2002. 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.
9
Other income decreased from $12,524 for the three months ended June 30,
2002 to $3,007 for the three months ended June 30, 2003. The decrease was due to
the discontinuation of a contract whereby the Company performed administrative
services for another company.
Costs and Expenses. Total expenses increased 14% from $204,961 to
$234,086 for the three months ended June 30, 2002 and 2003, respectively. The
increase was attributable to general expenses associated with the acquisition of
Security General Life Insurance Company ("Security General") during the first
quarter of 2003. See "Liquidity and Capital Resources."
Policy benefits were $53,050 and $53,004 for the comparable periods.
Policy reserves increased $2,714 for the comparable periods. Depreciation and
amortization decreased from $24,034 to $20,514 for the three months ended June
30, 2002 and 2003, respectively, as the Company continued to amortize the block
of business acquired with Great Midwest Life Insurance Company ("Great
Midwest"). General expenses increased from $79,440 to $107,596 for the
comparable periods due to costs associated with the acquisition of Security
General.
Income/Loss. The Company reported a net loss for the three months ended
June 30, 2003 of $52,279, compared to a net gain for the three months ended June
30, 2002 of $155,006, primarily as a result of the sale of a communications
tower lease for $211,000 in 2002. The Company reported a net loss per share of
$0.02 per share for the three months ended June 30, 2003, compared to a net gain
of $0.05 per share for the three months ended June 30, 2002.
Six Months Ended June 30, 2003 Compared to Six Months ended June 30,
2002
Revenue. Total revenues decreased from $536,354 to $283,656 for the six
months ended June 30, 2002 and June 30, 2003, respectively. Revenue figures for
the 2002 period included the sale of a communications tower lease for $211,000.
Revenues attributable to life insurance decreased 9% from $124,592 to $113,903
for the six months ended June 30, 2003, compared to the same period ended June
30, 2002. Revenue figures for the 2002 period included recoveries made on
reinsurance contracts relating to the acquisition of Presidential Life Insurance
Company ("Presidential Life") in August 2001.
Investment income decreased from $350,379 for the six months ended June
30, 2002 to $121,565 for the six months ended June 30, 2003, primarily as a
result of the sale of a communications tower lease for $211,000 in 2002.
The Company reported net gains on the sale of available for sale
securities of $50,807 for the six months ended June 30, 2003 compared to $0 for
the six months ended June 30, 2002. Management sold appreciated securities
during the second quarter of 2003. Net losses on trading securities of $8,753
were reported for the period ended June 30, 2003 compared to gains on trading
securities of $30,174 for the period ended June 30, 2002. 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 decreased from $31,209 for the six months ended June 30,
2002 to $6,134 for the six months ended June 30, 2003. The decrease was due to
the discontinuation of a contract whereby the Company performed administrative
services for another company.
Costs and Expenses. Total expenses increased 8% from $388,682 to
$421,326 for the six months ended June 30, 2002 and 2003, respectively. The
increase was attributable to general expenses associated with the acquisition of
Security General.
Policy benefits decreased from $107,472 to $80,752 for the comparable
periods. Policy reserves increased $23,745 for the comparable periods.
10
Depreciation and amortization decreased from $47,731 to $42,992 for the six
months ended June 30, 2002 and 2003, respectively, as the Company continued to
amortize the block of business acquired with Great Midwest. General expenses
increased 23% from $161,517 to $198,496 for the comparable periods due to costs
associated with the acquisition of Security General.
Net Gain/Loss. The Company reported a net loss for the six months ended
June 30, 2003 of $137,670, compared to a net gain for the six months ended June
30, 2002 of $147,672, primarily as a result of the sale of a communications
tower lease for $211,000 in 2002. The Company reported a net loss per share of
$0.06 per share for the six months ended June 30, 2003, compared to a net gain
of $0.05 per share for the six months ended June 30, 2002.
Liquidity and Capital Resources
Total assets were $7,068,259 at June 30, 2003, compared to $6,866,247
at June 30, 2002, an increase of 3%. The increase was due to the acquisition of
Security General.
Total liabilities (primarily insurance reserves for future policyholder
benefits) were $6,257,904 at June 30, 2003, compared to $5,630,283 at June 30,
2002, an increase of 11%. The increase was due primarily to acquisition of
business from Presidential Life in the last half of 2002.
Total stockholders' equity was $810,355 at June 30, 2003, compared to
$1,235,964 at June 30, 2002, a decrease of 34%. The decrease was attributable to
the Company's operating losses.
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 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.
On February 14, 2003, the Company acquired Security General, an
Oklahoma-domiciled life insurance company, for a net purchase price of $495,000.
Security General is licensed to operate as a life insurance company in multiple
states. The purpose of the acquisition was to acquire these licenses, which
constituted substantially all of the assets of Security General on the closing
date. As a result of the acquisition, Security General has become the Company's
primary operating subsidiary. In connection therewith, the Company obtained the
necessary regulatory approval to transfer the entire block of insurance policies
of Great Midwest to Security General and to thereafter liquidate the remaining
assets of Great Midwest through a distribution to the Company as its sole
shareholder. As of the date of this report, the insurance policies of Great
Midwest have been transferred to Security General and the remaining assets of
Great Midwest have been liquidated. Security General is now the sole insurance
subsidiary of the Company and operates in approximately 15 states throughout the
southeastern and western United States.
11
Because the acquisition of Security General was structured so that the
only assets to be retained by Security General were the regulatory licenses held
by it, under the terms of the acquisition agreement the Company agreed to
reimburse the seller for the statutory capital and surplus required to be
retained by Security General. In connection with this provision, the Company
obtained a three-month bridge loan in the amount of $1,500,000 to reimburse the
seller for the approximately $1.5 million of statutory capital and surplus in
Security General. The Company repaid the loan in April 2003 with proceeds from
the liquidation of Great Midwest and with funds in the amount of approximately
$440,058, which the Company borrowed from Security General. The Company advised
the Oklahoma Insurance Department during the acquisition of Security General
that such transactions might occur as part of the liquidation of Great Midwest
and agreed to advise the Department with the appropriate filings, which have
been made.
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 3. Controls and Procedures
The Company's principal executive officers and principal financial
officers have concluded, based on their evaluation as of a date within 90 days
of the filing of this Form 10-QSB, that its disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of
1934) are effective. There have been no significant changes in internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Item 4. Submission of Matters to Vote of Security Holders
The Company held its annual stockholders' meeting on June 24, 2003. 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) One director was elected to serve a three-year term.
Gary L. Ellis was elected as a Class 3 director for a term
expiring at the 2006 annual meeting:
Gary L. Ellis:
2,345,638 shares voted in favor
993 shares voted against
James L. Smith and M. Dean Brown, Class 2 directors with terms
expiring at the 2004 annual meeting; and Charles L. Smith and
Thomas D. Sanders, Class 1 directors with terms expiring at
the 2005 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:
2,255,689 shares voted in favor
90,942 shares voted against (including 90,713 shares
abstaining, which have the same effect as votes against)
12
Item 6. Exhibits and Reports on Form 8-K
(a) 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).
31.1* Certification of Chief Financial Officer under Section 302 of
the Sarbanes- Oxley Act of 2002.
31.2* Certification of Chief Accounting Officer under Section 302 of
the Sarbanes- Oxley Act of 2002.
31.3* Certification of Chief Executive Officer under Section 302 of
the Sarbanes- Oxley Act of 2002.
32.1* Certification of Periodic Financial Report by Chief Financial
Officer Pursuant to 18 U.S.C.ss. 1350.
32.2* Certification of Periodic Financial Report by Chief Executive
Officer Pursuant to 18 U.S.C.ss. 1350.
32.3* 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 5, 2003 /s/Charles L. Smith
-------------------------------------
Charles L. Smith
President and Chief Operating Officer
Date: August 5, 2003 /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).
31.1* Certification of Chief Financial Officer under Section 302 of
the Sarbanes- Oxley Act of 2002.
31.2* Certification of Chief Accounting Officer under Section 302 of
the Sarbanes- Oxley Act of 2002.
31.3* Certification of Chief Executive Officer under Section 302 of
the Sarbanes- Oxley Act of 2002.
32.1* Certification of Periodic Financial Report by Chief Financial
Officer Pursuant to 18 U.S.C.ss. 1350.
32.2* Certification of Periodic Financial Report by Chief Executive
Officer Pursuant to 18 U.S.C.ss. 1350.
32.3* Certification of Periodic Financial Report by Chief Accounting
Officer Pursuant to 18 U.S.C.ss. 1350.
* Filed herewith.
15