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, 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 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, 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 - September 30, 2002 (unaudited) and
December 31, 2001.................................................. 3
Consolidated Statements of Operation - Three months and
nine months ended September 30, 2002 and 2001 (unaudited).......... 5
Consolidated Statement of Stockholders' Equity - Nine months ended
September 30, 2002 (unaudited)..................................... 6
Condensed Consolidated Statement of Cash Flows - Nine months ended
September 30, 2002 and 2001 (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 6. Exhibits and Reports on Form 8-K...................................12
Signatures.................................................................14
Certifications.............................................................15
2
PART I - Financial Information
Item 1. Financial Statements
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
ASSETS
September 30, 2002 December 31, 2001
------------------ ------------------
(Unaudited)
INVESTMENTS
Debt securities-held to maturity $ 441,787 $ 279,871
Debt securities-available for sale 1,371,549 2,180,629
Equity securities-trading 90,961 84,934
Equity securities-available for sale 270,166 291,248
Equity securities-other 66,788 66,788
Mortgages 664,724 697,374
Notes receivable 650,671 294,659
Short-term investments -- --
Policy loans 113,234 113,865
Investment in limited 32,404 30,800
partnerships
------------------ ------------------
3,702,284 4,040,168
CASH AND CASH EQUIVALENTS 1,938,431 1,661,410
RECEIVABLES
Accrued investment income 43,874 54,993
Other 23,086 37,583
------------------ ------------------
66,960 92,576
PROPERTY AND EQUIPMENT-AT COST
Building and improvements 394,290 129,419
Furniture and equipment 120,848 119,198
Automobiles 22,015 22,015
------------------ ------------------
537,153 270,632
Less accumulated depreciation (144,947) (130,870)
------------------ ------------------
392,206 139,762
Land 321,000 56,000
------------------ ------------------
713,206 195,762
OTHER ASSETS
Cost in excess of net assets of businesses
acquired, less accumulated amortization 31,250 35,000
Deferred policy acquisition costs 138,015 107,765
Value of purchased insurance business 308,671 355,966
Deferred income taxes 37,241 37,240
Other 57,465 103,208
------------------ ------------------
572,642 639,179
------------------ ------------------
$ 6,993,523 $ 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
September 30, December 31,
2002 2001
------------- -------------
(Unaudited)
LIABILITIES
Policy reserves and policyholder funds $ 5,620,247 $ 5,364,682
Unpaid claims 150 24,971
Accounts payable 23,545 63,116
Accrued liabilities 12,262 8,233
Notes payable 227,358 111,206
Other liabilities -- --
------------- -------------
5,883,562 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 21,575 13,709
for sale securities
Accumulated deficit (3,075,034) (3,080,294)
------------- -------------
1,109,961 1,056,887
------------- -------------
$ 6,993,523 $ 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 Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues
Insurance premiums $ 124,284 $ 117,709 $ 248,688 $ 338,694
Reinsurance premium ceded (20,106) (18,087) (19,918) (36,807)
----------- ----------- ----------- -----------
Net premium income 104,178 99,622 228,770 301,887
Investment activity
Investment income 64,813 73,906 415,192 244,195
Net realized gain (loss) on available for sale securities -- -- 2,500 (6,830)
Net loss on revaluation of held to maturity security (35,411) -- (35,411) --
Net gain (loss) on trading securities (32,651) (104,479) (4,977) (178,341)
Other 15,107 29,460 46,316 47,966
----------- ----------- ----------- -----------
116,036 98,509 652,390 408,877
Benefits, losses and expenses
Policy benefits 29,482 48,697 136,954 106,597
Change in policy reserves 85,216 (3,973) 148,247 224,647
Interest expense 97 3,179 248 13,381
Taxes, licenses and fees 5,719 5,463 14,499 15,831
Depreciation and amortization 24,992 31,985 72,723 89,470
General, administrative and other operating expenses 87,942 67,209 249,459 290,378
----------- ----------- ----------- -----------
233,448 152,560 622,130 740,304
----------- ----------- ----------- -----------
Earnings (Loss)
before income taxes (117,412) (54,051) 30,260 (331,427)
Income tax provision -- -- -- --
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ (117,412) $ (54,051) $ 30,260 $ (331,427)
Preferred Stock Dividend Requirement 12,500 12,500 37,500 37,500
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) APPLICABLE
TO COMMON SHARES $ (129,912) $ (66,551) $ (7,240) $ (368,927)
=========== =========== =========== ===========
Earnings (Loss) per common share -
Basic and diluted $ (0.05) $ (0.03) $ (0.00) $ (0.16)
=========== =========== =========== ===========
Weighted average outstanding common shares,
basic and diluted 2,691,305 2,492,283 2,678,226 2,334,390
=========== =========== =========== ===========
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, 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) 30,260 -- -- -- -- -- --
Other comprehensive inc
(loss)
Unrealized gain on 7,866 -- -- -- -- -- --
investments
Comprehensive inc 38,126
(loss)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at Sept. 30, 2002 $ 1,109,961 2,691,305 $ 26,913 5,000 $ 500,000 350,000 $ 350,000
=========== =========== =========== =========== =========== =========== ===========
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) -- -- -- -- 30,260
Other comprehensive inc
(loss)
Unrealized gain on -- -- 7,866 -- --
investments
Comprehensive inc
(loss)
----------- ----------- ----------- ----------- -----------
Balance at Sept. 30, 2002 $ 3,286,507 $ -- $ 21,575 $ -- $(3,075,034)
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
6
Summit Life Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
--------------------------
2002 2001
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents
Net cash provided by (used in) operating activities $ 160,674 $ (161,704)
Net cash provided by (used in) investing activities (87,997) 1,325,670
Net cash provided by (used in) financing activities 204,344 (702,445)
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 277,021 461,521
Cash and cash equivalents at the beginning of the period 1,661,410 935,746
----------- -----------
Cash and cash equivalents at the end of the period $ 1,938,431 $ 1,397,267
=========== ===========
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, 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 September 30, 2002 Compared to Three Months ended
September 30, 2001
Revenue. Total revenues increased 18% from $98,509 to $116,036 for the
three months ended September 30, 2001 and September 30, 2002, respectively.
Revenues attributable to life insurance increased 5% from $99,622 to $104,178
for the three months ended September 30, 2002, compared to the same period ended
September 30, 2001.
Investment income decreased 12% from $73,906 for the three months ended
September 30, 2001 to $64,813 for the three months ended September 30, 2002,
primarily as a result of historically low interest rates which have increased
prepayments of government securities which comprise a significant portion of the
Company's investment portfolio.
The Company recognized a loss on the write-down of an impaired security
during the quarter in the amount of $35,411. The Company continues to hold the
security.
Net losses on trading securities of $32,651 were reported for the three
months ended September 30, 2002 compared to net losses on trading securities of
$104,479 for the three months ended September 30, 2001. The terrorist acts of
September 2001 severely impacted the market during that month and a slow
economic recovery has had lasting repercussions in the market over the last
twelve months. 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 $29,460 for the three months ended
September 30, 2001 to $15,107 for the three months ended September 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 increased 53% from $152,560 to
$233,448 for the three months ended September 30, 2001 and 2002, respectively.
Policies written in the third quarter of 2002 resulted in substantial increases
in reserves while the third quarter of 2001 reflected slight decreases. The
increase in expenses is a result of marketing strategies employed by the Company
that have been responsible for increases in premium revenues.
Policy benefits decreased from $48,697 to $29,482 for the comparable
periods. Policy reserves increased $89,189 for the comparable periods. Interest
expense decreased from $3,179 to $97 for the comparable periods due to the
reduction of Company debt. Depreciation and amortization decreased from $31,985
to $24,992 for the three months ended September 30, 2001 and 2002, respectively,
as the Company continued to amortize the block of business acquired with Great
Midwest Life Insurance Company. General expenses increased 31% from $67,209 to
$87,942 for the comparable periods due in part to commission expense associated
with the new business written by the Company.
Income/Loss. The Company reported a net loss for the three months ended
September 30, 2002 of $117,412, compared to a net loss for the three months
ended September 30, 2001 of $54,051. The Company increased revenues from life
insurance and reduced trading losses, but was impacted by the one-time security
write-off and new business costs during the quarter.
The Company reported net loss per share of $0.05 per share for the
three months ended September 30, 2002, compared to a net loss of $0.03 per share
for the three months ended September 30, 2001.
Nine Months Ended September 30, 2002 Compared to Nine Months ended
September 30, 2001
Revenue. Total revenues increased 60% from $408,877 to $652,390 for the
nine months ended September 30, 2001 and September 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 24%
from $301,887 to $228,770 for the nine months ended September 30, 2002, compared
to the same period ended September 30, 2001. The decrease was due primarily to
the sale of several sizeable contracts during the second and third quarters of
2001.
Investment income increased 70% from $244,195 for the nine months ended
September 30, 2001 to $415,192 for the nine months ended September 30, 2002,
primarily as a result of the sale of a communications tower lease for $211,000.
The Company recognized a loss on the write-down of an impaired security
during the third quarter of 2002 in the amount of $35,411. The Company continues
to hold the security.
Net losses on trading securities of $4,977 were reported for the period
ended September 30, 2002 compared to losses on trading securities of $178,341
for the period ended September 30, 2001. The terrorist acts of September 2001
severely impacted the market during that month and a slow economic recovery has
had lasting repercussions in the market over the last twelve months. 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.
10
Other income decreased slightly from $47,966 for the nine months ended
September 30, 2001 to $46,316 for the nine months ended September 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 16% from $740,304 to
$622,130 for the nine months ended September 30, 2001 and 2002, respectively.
Reserve increases for the first nine months of 2002 were not as substantial as
those reported in the first nine months of 2001 due to the amount and type of
business written. As a result, the size of the reserve increase dropped
substantially for the first nine months of 2002 as compared to the same period
of 2001.
Policy benefits increased from $106,597 to $136,954 for the comparable
periods, due in part to the acquisition of business from Presidential. Policy
reserves decreased $76,400 for the comparable periods. Interest expense
decreased from $13,381 to $248 for the comparable periods due to the reduction
of Company debt. Depreciation and amortization decreased from $89,470 to $72,723
for the nine months ended September 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 14% from $290,378 to $249,459
for the comparable periods as a result of management cost containment programs.
Net Gain/Loss. The Company reported a net gain for the nine months
ended September 30, 2002 of $30,260, compared to a net loss for the nine months
ended September 30, 2001 of $331,427. 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 reported income from the sale of a communications
tower lease and reduced trading losses and operating costs significantly during
the period.
The Company reported a net loss per share of $0.00 per share for the
nine months ended September 30, 2002, compared to a net loss of $0.16 per share
for the nine months ended September 30, 2001.
Liquidity and Capital Resources
Total assets were $6,993,523 at September 30, 2002, compared to
$6,849,138 at September 30, 2001, an increase of 2%. The increase was due to new
business written by the Company during the last twelve months.
Total liabilities (primarily insurance reserves for future policyholder
benefits) were $5,883,562 at September 30, 2002, compared to $5,556,230 at
September 30, 2001, an increase of 6%. The increase was due primarily to new
business written by the Company.
Total stockholders' equity was $1,109,961 at September 30, 2002,
compared to $1,292,908 at September 30, 2001, a decrease of 14%. The decrease
was attributable to the Company's operating losses during the last twelve
months.
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.
11
The Company acquired commercial property during the third quarter of
2002 for $529,871. The property, which is located in the Oklahoma City metro
area, consists of offices and an extended warehouse, as well as land surrounding
the building. The Company currently rents the offices to tenants, but may move
its corporate operations to the property and sell or lease the building which
houses its current offices. In addition, during the fourth quarter the Company
has expended, and expects to further expend, a total of approximately $300,000
to convert the warehouse and remaining land into temperature controlled and
regular mini-storage units. When the property is fully leased, the Company
expects to recognize investment income from the property. The purchase of the
property and the improvements were and are being made from existing cash flow
from operations."
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 39% net increase in
cash and cash equivalents. However, this liquidity was provided substantially
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 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.
PART II - Other Information
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).
12
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).
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: November 14, 2002 /s/Charles L. Smith
----------------------------------
Charles L. Smith
President, Chief Operating Officer
and Chief Financial Officer
Date: November 14, 2002 /s/Quinton L. Hiebert
----------------------------------
Quinton L. Hiebert
Chief Accounting Officer
14
CERTIFICATIONS
I, Charles L. Smith, President, Chief Operating Officer, Chief Financial Officer
and a Director of Summit Life Corporation certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Summit Life
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
/s/Charles L. Smith
-------------------------------------
Charles L. Smith
President, Chief Operating Officer,
Chief Financial Officer, and Director
15
I, Quinton L. Hiebert, Chief Accounting Officer of Summit Life Corporation
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Summit Life
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
/s/ Quinton L. Hiebert
------------------------
Quinton L. Hiebert
Chief Accounting Officer
16
I, James L. Smith, Chief Executive Officer and a Director of Summit Life
Corporation certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Summit Life
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
/s/ James L. Smith
----------------------------------
James L. Smith
Chief Executive Officer and
Chairman of the Board of Directors
17
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).
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.
18