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 September 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 November 14, 2003 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 - September 30, 2003 (unaudited) and
December 31, 2002.............................................. 3
Consolidated Statements of Operation - Three months and nine
months ended September 30, 2003 and 2002 (unaudited)........... 5
Consolidated Statement of Stockholders' Equity - Nine months
ended September 30, 2003 (unaudited)........................... 6
Condensed Consolidated Statement of Cash Flows - Nine months
ended September 30, 2003 and 2002 (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 3. Controls and Procedures........................................ 12
Item 5. Other Information.............................................. 12
Item 6. Exhibits and Reports on Form 8-K............................... 13
Signatures............................................................. 14
2
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
ASSETS
September 30, 2003 December 31, 2002
------------------ ------------------
(Unaudited)
INVESTMENTS
Debt securities-held to maturity $ -- $ 423,060
Debt securities-available for sale 1,365,950 1,113,919
Equity securities-trading -- 67,655
Equity securities-available for sale 209,900 159,740
Equity securities-other -- 79,275
Mortgages 1,189,483 622,383
Notes receivable 425,580 426,331
Short-term investments -- --
Policy loans 119,934 113,020
Investment in limited 32,404 32,404
partnerships
------------------ ------------------
3,343,251 3,037,787
CASH AND CASH EQUIVALENTS 1,347,587 2,109,388
RECEIVABLES
Accrued investment income 63,810 41,689
Other 13,055 13,305
------------------ ------------------
76,865 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 (202,428) (153,738)
------------------ ------------------
957,575 1,006,265
Land 321,000 321,000
------------------ ------------------
1,278,575 1,327,265
OTHER ASSETS
Cost in excess of net assets of businesses
acquired, less accumulated amortization 26,250 30,000
Deferred policy acquisition costs 153,160 145,960
Value of purchased insurance business 222,186 282,006
Deferred income taxes -- 31,800
Other 540,610 43,750
------------------ ------------------
942,206 533,516
------------------ ------------------
$ 6,988,484 $ 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
September 30, December 31,
2003 2002
------------- -------------
(Unaudited)
LIABILITIES
Policy reserves and policyholder funds $ 5,855,886 $ 5,777,027
Unpaid claims 16,000 10,000
Accounts payable 21,795 8,910
Accrued liabilities 8,781 9,950
Notes payable 385,242 277,364
Other liabilities -- --
------------- -------------
6,287,704 6,083,251
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, value-authorized,
5,000,000; issued 2,691,305 at September 30, 2002 26,913 26,913
and September 30, 2003
Preferred stock, series A, $.001 par value- authorized,
issued, and outstanding, 5,000 shares,
stated at liquidation value 500,000 500,000
Preferred stock, series B, $1.00 par value
authorized, 1,000,000 shares;
issued and outstanding, 350,000 shares,
stated at liquidation 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 48,759 41,727
for sale securities
Accumulated deficit (3,511,399) (3,225,448)
------------- -------------
700,780 979,699
------------- -------------
$ 6,988,484 $ 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 Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Revenues
Insurance premiums $ 114,690 $ 24,284 $ 242,820 $ 248,688
Reinsurance premium ceded (13,427) (20,106) (27,654) (19,918)
----------- ----------- ----------- -----------
Net premium income 101,263 104,178 215,166 228,770
Investment activity
Investment income 32,491 64,813 154,056 415,192
Net realized gains on sale of available for sale securities (1,242) -- 39,912 2,500
Net loss on revaluation of held to maturity security -- (35,411) -- (35,411)
Net gain (loss) on trading securities 1,299 (32,651) 1,741 (4,977)
Other 5,338 15,107 11,472 46,316
----------- ----------- ----------- -----------
139,149 116,036 422,347 652,390
Benefits, losses and expenses
Policy benefits 54,411 29,482 135,163 136,954
Change in policy reserves 93,614 85,216 180,390 148,247
Interest expense -- 97 3,214 248
Taxes, licenses and fees (3,121) 5,719 5,975 14,499
Depreciation and amortization 20,516 24,992 63,508 72,723
General, administrative and other operating expenses 64,751 87,942 263,247 249,459
----------- ----------- ----------- -----------
230,171 233,448 651,497 622,130
----------- ----------- ----------- -----------
Earnings (Loss)
before income taxes (91,022) (117,412) (229,150) 30,260
Income tax provision 31,800 -- 31,800 --
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ (122,822) $ (117,412) $ (260,950) $ 30,260
Preferred Stock Dividend Requirement 12,500 12,500 37,500 37,500
----------- ----------- -----------
NET EARNINGS (LOSS) APPLICABLE
TO COMMON SHARES $ (135,322) $ (129,912) $ (298,450) $ (7,240)
=========== =========== =========== ===========
Earnings (Loss) per common share -
Basic and diluted
$ (0.05) $ (0.05) $ (0.11) $ (0.00)
=========== =========== =========== ===========
Weighted average outstanding common shares,
basic and diluted 2,691,305 2,691,305 2,691,305 2,678,226
=========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
5
Summit Life Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity
Nine Months Ended September 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) (260,951) -- -- -- -- -- --
Other comprehensive inc. (loss)
Unrealized gain on investments 7,032 -- -- -- -- -- --
Comprehensive inc. (loss) (253,919) -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at September 30, 2003 $ 700,780 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) -- -- (260,951)
Other comprehensive inc. (loss)
Unrealized gain on investments -- 7,032 --
Comprehensive inc. (loss) -- -- --
----------- ----------- -----------
Balance at September 30, 2003 $ 3,286,507 $ 48,759 $(3,511,399)
=========== =========== ===========
6
Summit Life Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
--------------------------
2003 2002
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents
Net cash provided by (used in) operating activities $ 25,681 $ 160,674
Net cash provided by (used in) investing activities (369,087) (87,997)
Net cash provided by (used in) financing activities (418,395) 204,344
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (761,801) 277,021
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 $ 1,347,587 $ 1,938,431
=========== ===========
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 nine-month periods
ended September 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 industry, 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 September 30, 2003 Compared to Three Months ended
September 30, 2002
Revenue. Total revenues increased 20% from $116,036 to $139,149 for the
three months ended September 30, 2002 and September 30, 2003, respectively.
Revenues attributable to life insurance decreased slightly from $104,178 to
$101,263 for the three months ended September 30, 2003, compared to the same
period ended September 30, 2002. The decrease was due primarily to agent
contests sponsored by the Company during 2002.
Investment income decreased from $64,813 for the three months ended
September 30, 2002 to $32,491 for the three months ended September 30, 2003,
primarily as a result of historically low interest rates.
The Company reported net losses on the sale of available for sale
securities of $1,242 for the three months ended September 30, 2003 compared to
$0 for the three months ended September 30, 2002. The Company had no loss on
revaluation of securities for the period compared to a loss of $35,411 that was
recorded for the three months ended September 30, 2002. Net gains on trading
securities of $1,299 for the three months ended September 30, 2003 compared to
net losses on trading securities of $32,651 for the three months ended September
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 $15,107 for the three months ended
September 30, 2002 to $5,338 for the three months ended September 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 decreased slightly from $233,448 to
$230,171 for the three months ended September 30, 2002 and 2003, respectively.
The decrease was attributable to the recovery of tax refunds due to Security
General Life Insurance Company.
Policy benefits were $54,411 and $29,482 for the three months ended
September 30, 2003 and 2002, respectively. Policy reserves increased $8,398 from
the comparable three-month period in 2002. Depreciation and amortization
decreased from $24,992 to $20,516 for the three months ended September 30, 2002
and 2003, respectively, as the Company continued to amortize the block of
business acquired with Great Midwest Life Insurance Company. General expenses
decreased 26% from $87,942 to $64,751 for the comparable periods due to
reduction of salary expenses.
Income/Loss. The Company reported a net loss for the three months ended
September 30, 2003 of $122,822, compared to a net loss for the three months
ended September 30, 2002 of $117,412. Although revenues for the quarter ended
September 30, 2003 were higher than the comparable 2002 period, the Company
wrote off the deferred tax asset of $31,800 in the third quarter of 2003,
resulting in a higher net loss. The Company reported a net loss per share of
$0.05 per share for the three months ended September 30, 2003, unchanged from
the comparable period in 2002.
Nine Months Ended September 30, 2003 Compared to Nine Months ended
September 30, 2002
Revenue. Total revenues decreased from $652,390 to $422,347 for the
nine months ended September 30, 2002 and September 30, 2003, respectively.
Revenues attributable to life insurance decreased from $228,770 to $215,166 for
the nine months ended September 30, 2003, compared to the same period ended
September 30, 2002. The decrease in premium income was due primarily to
recoveries made on reinsurance contracts during 2002 relating to the acquisition
of Presidential Life Insurance Company.
Investment income decreased from $415,192 for the nine months ended
September 30, 2002 to $154,056 for the nine months ended September 30, 2003,
primarily as a result of the sale of a communications tower lease for $211,000
in 2002, as well as historically low interest rates.
The Company reported net gains on the sale of available for sale
securities of $39,912 for the nine months ended September 30, 2003 compared to
$2,500 for the nine months ended September 30, 2002. The Company had no loss on
revaluation of securities for the period compared to a loss of $35,411 that was
recorded for the nine months ended September 30, 2002. Net gains on trading
securities of $1,741 were reported for the period ended September 30, 2003
compared to losses on trading securities of $4,977 for the period ended
September 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 $46,316 for the nine months ended September
30, 2002 to $11,472 for the nine months ended September 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 from $622,130 to $651,497
for the nine months ended September 30, 2002 and 2003, respectively. The
increase was attributable to general expenses associated with the acquisition of
Security General Life Insurance Company.
10
Policy benefits decreased slightly from $136,954 to $135,163 for the
comparable periods. Policy reserves increased $32,143 for the comparable
periods. Depreciation and amortization decreased from $72,723 to $63,508 for the
nine months ended September 30, 2002 and 2003, respectively, as the Company
continued to amortize the block of business acquired with Great Midwest Life
Insurance Company. General expenses increased from $249,459 to $263,247 for the
comparable periods due to costs associated with the acquisition of Security
General Life Insurance Company.
Net Gain/Loss. The Company reported a net loss for the nine months
ended September 30, 2003 of $260,950, compared to a net gain for the nine months
ended September 30, 2002 of $30,260. The Company reported a net loss per share
of $0.11 per share for the nine months ended September 30, 2003, compared to a
net loss of less than $0.01 per share for the nine months ended September 30,
2002.
Liquidity and Capital Resources
Total stockholders' equity was $700,780 at September 30, 2003, compared
to $979,699 at December 31, 2002, a decrease of approximately 28%. The decrease
was attributable to the Company's operating losses for the nine months ended
September 30, 2003.
A primary liquidity concern is the risk of an extraordinary level of
early policyholder withdrawals, as 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's wholly owned subsidiary, Security General Life Insurance
Company, operates in 35 states, all of which have minimum capital and surplus
requirements for insurance companies. At September 30, 2003, the Company's
subsidiary met the capital and surplus requirements for all states in which it
does business. However, continuing losses could force the Company to contribute
additional capital to its subsidiary, or, alternatively, cease operations in
states in which it no longer met the minimum capital and surplus requirements.
The Company currently funds most of its activity directly from cash
flow from operations and cash flow from investment and financing activities,
which includes deposits to policyholders' account balances. The Company
currently expects available liquidity sources and future cash flows to be
adequate to meet the demand for funds.
On March 31, 2001, a principal shareholder and director of the Company
entered into an agreement with the Company to provide the Company with an
unsecured revolving line of credit in the aggregate amount of $500,000 (the
"Revolving Line of Credit"). The Revolving Line of Credit, which bears no
interest, is due and payable upon demand by the creditor. The Revolving Line of
Credit replaced the Company's bank line of credit, which was repaid in its
entirety with borrowings under the Revolving Line of Credit, and has been and
will be utilized as necessary to fund the Company's operations if other sources
of funding are not available. As of September 30, 2003, the Company has been
advanced approximately $363,000 under the Revolving Line of Credit.
11
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 existing cash flow.
On August 15, 2003, the board of directors and the controlling
stockholders of the Company approved a proposal to effect a one-for-100 reverse
stock split of the Company's common stock. Because the holders of a majority of
the outstanding common stock of the Company voted by written consent in favor of
such action, no further action by the Company's stockholders is required, and
the reverse stock split will be effected approximately 20 days after the mailing
of a definitive information statement to the holders of its common shares,
describing the action to be taken. As of the date of this report, the definitive
information statement had not yet been mailed or otherwise distributed, pending
review of the preliminary information statement filed with the Securities and
Exchange Commission. If the reverse stock split is consummated in accordance
with the terms described in the preliminary information statement, holders of
the Company's outstanding common stock will receive one share of common stock
for each 100 shares held by them immediately prior to the reverse stock split
and will receive cash in lieu of any fractional shares to which they would
otherwise be entitled. The cash payment for such fractional shares will be equal
to $.50 per pre-split share. The Company expects to pay approximately $14,207
for fractional shares in connection with the reverse stock split. Additionally,
the Company will pay all of the expenses related to the reverse stock split,
estimated to be $20,000. Funds required to implement the reverse stock split are
expected to be derived from existing cash flow.
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.
PART II. OTHER INFORMATION
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 5. Other Information
The Company intends to terminate the registration of its common stock
under the Section 12(g) of the Securities Exchange Act of 1934, by reducing the
number of its stockholders below 500. The Company intends to accomplish this by
effecting a one-for-100 reverse stock split, and "cashing-out" the holders of
fractional shares resulting from the reverse split. If the reverse stock split
is consummated in accordance with the terms described in the preliminary
information statement, holders of the Company's outstanding common stock will
receive one share of common stock for each 100 shares held by them immediately
prior to the reverse stock split and will receive, in lieu of any fractional
shares to which they would otherwise be entitled, a cash payment for such
fractional shares equal to $.50 per pre-split share.
Because the holders of a majority of the outstanding common stock of
the Company voted by written consent in favor of such action, no further action
by the Company's stockholders is required, and the reverse stock split will be
effected approximately 20 days after the mailing of a definitive information
statement to the holders of its common shares, describing the action to be
taken. As of the date of this report, the definitive information statement had
not yet been mailed or otherwise distributed, pending review of the preliminary
information statement filed with the Securities and Exchange Commission.
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: November 14, 2003 /s/Charles L. Smith
-------------------------------------
Charles L. Smith
President and Chief Operating Officer
Date: November 14, 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.
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