SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30,
2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD______ to ______
Commission file Number 0-2347
UNIVERSAL LIFE HOLDING CORPORATION
(Exact name of small business issuer as specified in its charter)
Illinois 37-0859747
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 340, Olney, Maryland 20830
(Address of principal executive offices) (Zip Code)
(301) 774-6913
(Issuer's telephone number)
Indicate by check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 [ ]
(Applicable only to corporate issuers) State the number of shares outstanding of
each of the issuer's classes of common equity, as of the latest practical date.
Number of shares of Common Stock outstanding as of June 30, 2003:
Class A Common Stock - 2,354,047
Transitional Small Business Format
(Check one):
Yes [ ] No [X]
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Financial statements for the quarterly period ended June30, 2003 are
included as Appendix A hereto.
Item 2. Management's Plan of Operation
CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS
THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO
DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document and any document
incorporated by reference herein, are advised that this document and documents
incorporated by reference into this document contain both statements of
historical facts and forward looking statements. Forward looking statements are
subject to certain risks and uncertainties, which could cause actual results to
differ materially for those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
projections of revenues, income or loss, earning or loss per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of the plans and objectives of Universal Life Holding Corporation
(the "Company") or its management or Board of Directors, including the
introduction of new products, or estimates or predictions of actions by
customers, suppliers, competitors or regulatory authorities, (iii) statements of
future economic performance, and (iv) statements of assumptions underlying other
statements and statements about the Company or its business.
This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ materially
from those indicated by forward looking statements. These risks and
uncertainties include price competition, the decisions of customers, the actions
of competitors, the effects of government regulation, possible delays in the
introduction of new products and services, customer acceptance of products and
services, the Company's ability to secure debt and/or equity financing on
reasonable terms, and other factors which are described herein and/or in
documents incorporated by reference herein.
The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Company should not be
construed as exhaustive or as any admission regarding the adequacy of
disclosures made by the Company prior to the effective date of such Act. Forward
looking statements are beyond the ability of the Company to control and in many
cases the Company cannot predict what factors would cause results to differ
materially from those indicated by the forward looking statements.
The Company was not, as of March 31, 2003 or as of the date of the
filing of this report, an operating business. For a discussion of the previous
operating businesses of the Company, the reader is referred to the Company's
previously filed Form 10-K for the period ended December 31, 1994 and Form 10-Q
for the period ended September 30, 1995.
The Company plans to reorganize the Company through a merger or other
acquisition involving a private operating company. The Company is actively
seeking candidates for such a merger or other acquisition. In the meantime, the
Company plans to continue to maintain its corporate formalities and regulatory
compliance with state and federal agencies, with the minimum funding necessary
to do so to be made available from principals and/or shareholders of the Company
or third parties.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings pending against the Company.
Item 2. Changes in Securities and Use of Proceeds
There were no events to report under this item during the quarterly period
ended June 30, 2003.
Item 3. Defaults Upon Senior Securities
There were not defaults upon senior securities during the quarterly period
ended June 30, 2003.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
quarterly period ended June 30, 2003.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the date indicated.
Date: August 11, 2003 By: /s/ Frederic S. Richardson
--------------------------
Frederic Richardson,
President and Director
(Principal Financial and
Accounting Officer)
Date: August 11, 2003 By: /s/ Max Apple
----------------
Max Apple
Secretary and Director
CERTIFICATIONS
I, Frederic S. Richardson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Universal Life
Holding 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 officer 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 we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to
us by others, 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 officer 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;
(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 officer 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: August 11, 2003
/s/ Frederic S. Richardson
Frederic S. Richardson
Chief Executive Officer &
Chief Finanical Officer
APPENDIX A
Unaudited Financial Statements
UNIVERSAL LIFE HOLDING CORPORATION
Statement of Net Assets in Liquidation as of June 30, 2003
Statement of Changes in Net Assets in Liquidation for the Period Then Ended
UNIVERSAL LIFE HOLDING CORPORATION
BALANCE SHEET
June 30, 2003
ASSETS $ 0
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES $ 0
STOCKHOLDERS' DEFICIT
Common stock
Class A, no par value, 6,000,000 shares
authorized, 2,354,047 shares issued or outstanding 1,177,024
Class B, no par value, 6,000,000 shares
authorized, none issued and outstanding
Paid in capital 1,950
Accumulated deficit (1,178,974)
-----------
Total Stockholders' Deficit 0
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0
===========
F-1
NIVERSAL LIFE HOLDING CORPORATION
STATEMENTS OF EXPENSES
Three Months and Six Months Ended June 30, 2003 and 2002
Three Months Six Months
Ended June 30, Ended June 30,
2003 2002 2003 2002
---------- ---------- ---------- ----------
General and administrative
expense $ 750 $ 0 $ 1,950 $ 0
---------- ---------- ---------- ----------
NET LOSS $ (750) $ 0 $ (1,950) $ 0
========== ========== ========== ==========
Basic and diluted loss
per common share $ (.00) $ .00 $ (.00) $ .00
Weighted average common
shares outstanding 2,354,047 2,354,047 2,354,047 2,354,047
F-2
NIVERSAL LIFE HOLDING CORPORATION
STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2003 and 2002
2003 2002
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,950) $ 0
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (1,950) 0
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Expenses paid by shareholder contributed
to capital 1,950 0
-------- --------
NET CHANGE IN CASH 0 0
CASH BALANCES
-Beginning of period 0 0
-------- --------
-End of period $ 0 $ 0
======== ========
F-3
UNIVERSAL LIFE HOLDING CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Universal Life
Holding Corporation ("Universal Life") have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
Universal Life's Annual Report filed with the SEC on Form 10-KSB. In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim are not necessarily indicative of the results
to be expected for the full year. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial
statements for 2002 as reported in the 10-KSB have been omitted.
