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**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 quarterly period ended June 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
       For the transition period from __________ to ____________

                                     **0-2347**
                            (Commission file number)

                       **UNIVERSAL LIFE HOLDING CORPORATION**
       (Exact name of small business issuer as specified in its charter)

               **Illinois                                37-0859747**
    (State or other jurisdiction                     (IRS Employer
 of incorporation or organization)                 Identification No.)

              **PO Box 340
              Olney, MD                                  20830**
  (Address of principal executive offices)             (Zip Code)

                                 **(301) 774-6913**
                           (Issuer's telephone number

                **8146 One Calais, Suite 104, Baton Rouge, LA 70809**
(Former name, former address and former fiscal year, if changed since last report)

                      **APPLICABLE ONLY TO CORPORATE ISSUERS**

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of latest practicable date: 3,217,998 shares of Class A Common
Stock, no par value per share, Class B 35,138 as of June 30, 2001.

Transitional Small Business Disclosure Format (Check one):Yes [ ] No [x]

                                Table of Contents

                                                                            Page

PART I. FINANCIAL INFORMATION.................................................2
   Item 1. Financial Statements...............................................2
     Balance Sheet............................................................2
     Statement of Operations..................................................3
     Statement of Cash Flows..................................................4
     Notes to Financial Statements............................................5
   Item 2. Management's Discussion and Analysis or Plan of Operation.........10

PART II. OTHER INFORMATION...................................................11
   Item 1. Legal Proceedings.................................................11
   Item 2. Changes in Securities.............................................11
   Item 3. Defaults Upon Senior Securities...................................11
   Item 4. Submission of Matters to a Vote of Securities Holders.............11
   Item 5. Other Information.................................................11
   Item 6...Exhibits and Reports on Form 8-K.................................11
SIGNATURES...................................................................12

**PART I. FINANCIAL INFORMATION****Item 1...Financial Statements****UNIVERSAL LIFE HOLDING CORP.**
                          (A Development Stage Company)

                                  Balance Sheet
                                   (Unaudited)
                                  June 30, 2001

                                     ASSETS

                                                  Dec. 31, 2000     June 30, 2001
                                                   (Unaudited)       (Unaudited)
                                                   -----------       -----------

CASH.......................................        $        0        $        0
EQUIPMENT, less accumulated
  depreciation of $.00.....................                 0                 0
                                                   -----------       -----------
                                                   $        0        $        0
                                                   ===========       ===========

                              SHAREHOLDERS' EQUITY

TREASURY STOCK.............................          (503,845)         (503,845)
COMMON STOCK Class A, no par value
  Class A 3,217,998 shares issued
     and outstanding ......................         1,643,218         1,643,218
  Class B 35,138 shares issued
     and outstanding.......................             3,285             3,285
ACCUMULATED RETAINED DEFICIT
  ($100,986 accumulated during
   the development stage)..................        (1,582,967)       (1,582,967)
ADDITIONAL PAID CAPITAL ...................           440,309           440,309
                                                   -----------       -----------
                                                   $        0        $        0
                                                   ===========       ===========

          See accompanying summary of significant accounting policies
                       and Notes to financial Statements

                                      -2-

**UNIVERSAL LIFE HOLDING CORP.**
                          (A Development Stage Company)

                             Statement of Operations
                                   (Unaudited)
                       For the period ended June 30, 2001

                                              For the 6 Months
                                                Ended 6/30/01        12/31/00
                                                 (Unaudited)        (Unaudited)
                                              ----------------    --------------
OPERATING EXPENSES
   Professional Fees.......................        $ 0                 $ 0
   Web Site Development....................          0                   0
   Travel & Entertainment..................          0                   0
   Registration and Filing Fees............          0                   0
   Other...................................          0                   0
                                              ----------------    --------------
      TOTAL OPERATING EXPENSES                     $ 0                 $ 0
                                              ----------------    --------------
         LOSS FROM OPERATIONS                       (0)               ($ 0)

INCOME TAX EXPENSE                                   0                   0
                                              ----------------    --------------

             NET LOSS                             ($ 0)                $ 0
                                              ================    ==============

Basis loss per common share................        $ *                 $ *
                                              ----------------    --------------

Basic weighted average common
   shares outstanding......................        0.00                0.00
                                              ================    ==============

*  Less than $.01 per share

          See accompanying summary of significant accounting policies
                       and Notes to financial Statements

                                      -3-

**UNIVERSAL LIFE HOLDING CORP.**
                          (A Development Stage Company)

                             Statement of Cash Flows
                                   (Unaudited)
                       For the period ended June 30, 2001

                                              For the 6 Months
                                                Ended 6/30/01        12/31/01
                                                 (Unaudited)        (Unaudited)
                                              ----------------    --------------
OPERATING ACTIVITIES
   Net loss................................        $(0)                $(0)
                                              ----------------    --------------
       NET CASH (USED IN)
         OPERATING ACTIVITIES                       (0)                 (0)
                                              ----------------    --------------

FINANCING ACTIVITIES
   Proceeds from the Sale of Common Stock..          0                 $ 0
   Retained Earnings.......................          0                 ( 0)
                                              ----------------    --------------
       NET CASH PROVIDED BY
         FINANCING ACTIVITIES                        0                   0
                                              ================    ==============
                                                   $(0)                  0

Cash and cash equivalents,
   beginning of period                               0                   0
       CASH AND CASH EQUIVALENTS, END
          OF PERIOD                                  0                   0
                                              ----------------    --------------
       CHANGE IN CASH AND CASH EQUIVALENTS          (0)                  0
                                              ================    ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
Cash paid during the period for:
   Interest................................          0                   0
                                              ================    ==============
   Income taxes............................          0                   0
                                              ================    ==============

          See accompanying summary of significant accounting policies
                       and Notes to financial Statements

                                      -4-

**UNIVERSAL LIFE HOLDING CORP.**
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

**NOTE A:  NATURE OF ORGANIZATION

                                   Background**

Universal Life Holding Company is a corporation organized in Illinois on August
13, 1964. Following incorporation the Company remained an inactive shell
company. Historically, the principal business of Universal has been real estate
development, ownership and management and the investment in Frontier Insurance
Company. Universal had 81.1Effective January 1, 2001, the Company entered the
development stage in accordance with SFAS No. 7. The Company's principal
activities since January 1, 2000 have consisted of organizational matters and
the sale of its no par value common stock.

**NOTE B:  INCOME TAXES**

A reconciliation of the U.S. statutory federal income tax rate to the effective
rate is as follows:

                                                                6/30/01
                                                          ---------------
   U.S. federal statutory graduated rate..............          15.00%
   State income tax rate, net of federal benefit......           7.51%
   Offering costs.....................................          13.13%
   Net operating loss for which no tax benefit
    is currently available............................         -35.64%
                                                          ---------------
                                                                 0.00%
                                                          ===============

At June 30, 2001, deferred taxes consisted of a net tax asset of $0 due to
operating loss carryforwards of $0 which was fully allowed for in the valuation
allowance of $0. The valuation allowance from January 1, 2001 (inception)
through June 30, 2001 was $0. Net operating loss carryforwards will expire
through 2021.

The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced; reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer impaired and the allowance is
no longer required.

                                      -5-
**UNIVERSAL LIFE HOLDING CORP.**
                          (A Development Stage Company)

                     NOTES TO FINANCIAL STATEMENTS (cont'd)

**NOTE C:  SHAREHOLDERS' EQUITY****Common stock**

Holders of Class B common stock of the Company are not entitled to receive
dividends until the Company has had, for a period of not less than 36
consecutive months, average annual net earnings of not less than 6% of the
amount determined by multiplying the total number of Class A and B common shares
outstanding by $1. When this condition is met, Class A and Class B shareholders
will rank equally.

In the event of dissolution or liquidation of the Company, Class B shareholders
are not entitled to any liquidating dividends until all Class A shareholders
have received $1 per share, after which time Class A and Class B shareholders
rank equally.

In 1995 the Company spun off all it's holdings and shares outstanding where
converted to treasury stock with the exception of International Mercantile
Corporation which has since spun off and made Frederic Richardson the sole owner
of all outstanding shares of the Company.

                                      -6-

**UNIVERSAL LIFE HOLDING CORP.**
                          (A Development Stage Company)

                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                            **Development Stage Company**

Universal Life Holding Corp. (the "Company") entered the development stage in
accordance with Financial Accounting Standards Board Statements of Financial
Accounting Standards (SFAS) No. 7 "Accounting and Reporting by Development Stage
Enterprises" in 2001 upon incorporation. The Company operates as a mortgage
banking and brokerage company over the Internet.

                                **Use of estimates**

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

                                **Cash equivalents**

For the purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

                           **Equipment and depreciation**

Equipment is stated at cost. Equipment is depreciated over its estimated useful
life using the straight-line method.

Upon retirement or disposition of the furniture and equipment, the cost and
accumulated depreciation are removed from the accounts and any resulting gain or
loss is reflected in operations. Repairs and maintenance are charged to expense
as incurred and expenditures for additions and improvements are capitalized.

                              **Web site development**

The Company expenses all internal and external costs incurred to develop
internal-use computer software. As a development stage company, management has
determined there is no assurance that the web site will provide substantive
service potential to the Company.

                                      -7-
**Income taxes**

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and the tax
basis of assets and liabilities for financial and income tax reporting. The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.

Income taxes are computed under the provisions of the Financial Accounting
Standards Board (FASB) Statement 109 No. (SFAS 109), Accounting for Income
Taxes. SFAS 109 is an asset and liability approach that requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences
of the difference in events that have been recognized in the Company's financial
statements compared to the tax returns.

                            **Earnings/(loss) per share**

The Company reports loss per share using a dual presentation of basic and
diluted loss per share. Basic loss per share excludes the impact of common stock
equivalents. Diluted loss per share utilizes the average market price per share
when applying the treasury stock method in determining common stock equivalents.
However, the Company has a simple capital structure for the period presented
and, therefore, there is no variance between the basic and diluted loss per
share.

                       **Fair value of financial instruments**

SFAS 107, "Disclosure About Fair Value of Financial Instruments," requires
certain disclosures regarding the fair value of financial instruments. The
Company's only financial instrument at December 31, 2000 was cash.

                           **Cash and Cash Equivalents.**

For purposes of the statements of cash flows, The Company considers all highly
liquid debt securities purchased with maturity of three months or less to be
cash equivalents.

                         **Investment in Equity Securities**

Equity securities are considered available-for-sale, and are carried at fair
value, with unrealized gains and losses reported in a separate component of
stockholders' equity under Accumulated Other Comprehensive Income.

                          **Concentrations of Credit Risk**

Financial instruments, which potentially subject the Company to a concentration
of credit risk, are cash and cash equivalents and accounts receivable.

                                      -8-
**Property and Equipment**

Property and equipment, consisting of furnishings and equipment used in its
current operations, is stated at cost, less accumulated depreciation.
Depreciation is begun when the assets are placed in service and computed using
the straight-line method over the estimated useful lives of the assets, which
range from five to seven years.

                                **Long-Lived Assets**

Long-lived assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate that the related carrying amount may
not be recoverable. When required, impairment losses on assets to be held and
used are recognized based on the fair value of the asset. Long-lived assets to
be disposed of, if any, are reported at the lower of carrying amount or fair
value less cost to sell.

                                  **Sales Revenue**

Revenues  from sales are  recorded  when the  collection  of sales  proceeds  is
reasonably  assured  and all  other  material  conditions  of the sales are met.
Income on contracts in excess of one month is deferred and  recognized  monthly,
pro-rata, over the term of the agreement.

                                   **Advertising**

Advertising costs are charged to operations in the year incurred.

                        **Basic Net Income (Loss) per Share**

Basic net income (loss) per common share is computed by dividing the net income
or loss available to Common stockholders by the weighted average number of
Common shares outstanding during each period. There were no common stock
equivalents as of the periods ended December 31, 2000 and December 31, 1999. Net
income or loss per share for the periods presented above are based on a weighted
average number of shares outstanding of 3,286,436 and 3,286,436 during the six
months ended, 2000 and 1999, respectively.

                                **Use of Estimates**

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

                                      -9-

**Item 2.   Management's Discussion and Analysis or Plan of Operation**

Safe Harbor Statement

     Certain statements in this Form 10-QSB, including information set forth
under Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations constitute `forward-looking statements' within the meaning
of the Private Securities Litigation Reform Act of 1995 (the "Act").
Forward-looking statements in this Form 10-QSB or hereafter included in other
publicly available documents filed with the Securities and Exchange Commission,
reports to our stockholders and other publicly available statements issued or
released by us involve known and unknown risks, uncertainties and other factors
which could cause our actual results, performance (financial or operating) or
achievements to differ from the future results, performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements. Such future results are based upon management's best estimates based
upon current conditions and most recent results of operations.

Plan of Operation

The Company's management intends to seek funding from a variety of sources
including private placements of its stock, public offerings of its stock, as
well as debt financing. Additionally, business combinations with entities with
significant cash will be considered. However, there can be no assurance
management will be successful in these endeavors.

For the twelve month period from January 1, 2001 to December 31, 2001 it is
anticipated, absent the Company's obtaining other sources of liquidity as
described above, the Company's primary funding for ongoing corporate expenses,
such as legal and accounting fees and filing fees, will be provided by the
private sale of the Company's securities.

The Company's management is commencing discussions with investment bankers
pertaining to a stair step-financing plan. This will encompass initial seed
capital, a first and second level of private placements, bridge financing,
mezzanine financing and an eventual initial public offering. However, there can
be no assurance management will be successful in these endeavors.

Liquidity and Capital Resources

Going Concern. The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered recurring
losses from operations and at June 30, 2001, had a working capital deficit. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. The company intends to raise additional funds to
continue with operations and to either complete a merger or acquisition.

                                      -10-
**PART II. OTHER INFORMATION**

Item 1............Legal Proceedings

     The Company is not engaged in any legal proceedings except litigation in
the ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to any such proceedings will not be material to
the Company's financial position or results of operations. Prior litigation with
involving Frontier Insurance Company has been concluded and Universal has been
held harmless from the Insurance Commissioner and Securities Exchange Commission
and all other Plaintiffs in prior litigation.

Item 2............Changes in Securities

         None

Item 3............Defaults Upon Senior Securities

         None

Item 4............Submission of Matters to a Vote of Securities Holders

     No matters were submitted to a vote of the security holders of the Company
during its fiscal quarter ended June 30, 2001.

Item 5............Other Information

         None.

Item 6...Exhibits and Reports on Form 8-K

         (a)......Exhibits

                  None

         (b)......Reports on Form 8-K.

     The Company filed no reports on Form 8-K during the fiscal quarter ended
June 30, 2001.

                                      -11-
**SIGNATURES**

     In accordance with the requirements of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

 Universal Life Holding Corp.

 Date: January 23, 2002                    By:/s/ Frederic Richardson
                                                 Frederic Richardson
                                           Chairman, Chief Executive Officer
                                             and President

                                      -12-
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