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, 2004 |
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 incorporation or organization) | (I.R.S. Employer 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, 2004:
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 June 30, 2004 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 June 30, 2004 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, 2004.
Item 3. Defaults Upon Senior Securities
There were not defaults upon senior securities during the quarterly period ended June 30, 2004.
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, 2004.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
Exhibit
Number Description
31 Certification
32 Certification
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 2, 2004 Date:August 5, 2004 | By: /s/ Frederic S. Richardson Frederic Richardson, President and Director (Principal Financial and Accounting Officer) By: /s/ Max Apple Max Apple Secretary and Director |
APPENDIX A
Unaudited Financial Statements
UNIVERSAL LIFE HOLDING CORPORATION
BALANCE SHEET
June 30, 2004
| TOTAL ASSETS | $ | -- | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| LIABILITIES | ||||||||
| Accounts payable | $ | 750 | ||||||
| Accrued expenses - related party | 135,000 | |||||||
| Total Liabilities | 135,750 | |||||||
| 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 | 8,234 | |||||||
| Accumulated deficit | (1,321,008 | ) | ||||||
| Total Stockholders Deficit | (135,750 | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $ | -- | ||||||
F-1
UNIVERSAL LIFE HOLDING CORPORATION
STATEMENTS OF EXPENSES
Three and Six Months Ended June 30, 2004 and 2003
| Three Months | Six Months | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||||||||||||||||||||
| General & Administrative | $ | 48,770 | $ | 750 | $ | 94,124 | $ | 1,950 | |||||||||||||||
| NET LOSS | $ | (48,770 | ) | $ | (750 | ) | $ | (94,124 | ) | $ | (1,950 | ) | |||||||||||
| Basic and diluted | |||||||||||||||||||||||
| per share | $ | (.02 | ) | (.00 | ) | $ | (.04 | ) | $ | .00 | ) | ||||||||||||
| Weighted average common | |||||||||||||||||||||||
| shares outstanding | 2,354,047 | 2,354,047 | 2,354,047 | 2,354,047 | |||||||||||||||||||
F-2
UNIVERSAL LIFE HOLDING CORPORATION
STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2004 and 2003
| 2004 | 2003 | |||||||
|---|---|---|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (94,124 | ) | $ | (1,950 | ) | ||
| Adjustments to reconcile net loss to net | ||||||||
| cash used in operating activities: | ||||||||
| Changes in: | ||||||||
| Accrued expenses | 90,000 | -- | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | (4,124 | ) | (1,950 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Expenses paid by shareholder contributed | ||||||||
| to capital | 4,124 | 1,950 | ||||||
| NET CHANGE IN CASH | -- | -- | ||||||
| CASH BALANCES | ||||||||
| -Beginning of period | -- | -- | ||||||
| -End of period | $ | -- | $ | -- | ||||
F-3
UNIVERSAL LIFE HOLDING CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 periods 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 2003 as reported in the 10-KSB have been omitted.
F-4
