SUMMIT LIFE CORP
10QSB, 2000-08-10
LIFE INSURANCE
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                     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 June 30, 2000

[ ]               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 August 14, 2000 was 2,248,605.

Transitional Small Business Disclosure Format (check one):   Yes    No X
                                                                ---   ---


<PAGE>


                                   FORM 10-QSB

                                TABLE OF CONTENTS

                                                                            Page

PART I.     FINANCIAL INFORMATION

    Item 1. Financial Statements

            Consolidated Balance Sheets - June 30, 2000 (unaudited) and

            December 31, 1999...............................................   3

            Consolidated Statements of Operation - Three months and six
            months ended June 30, 2000 and 1999 (unaudited).................   5

            Consolidated Statement of Stockholders' Equity - Six months
            ended June 30, 2000 (unaudited).................................   6

            Condensed Consolidated Statement of Cash Flows - Six months
            ended June 30, 2000 and 1999 (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 4. Submission of Matters to a Vote of Security Holders.............  13

    Item 6. Exhibits and Reports on Form 8-K................................  14

    Signatures..............................................................  14










                                       2

<PAGE>

<TABLE>

<CAPTION>

                    Summit Life Corporation and Subsidiaries

                           Consolidated Balance Sheets

                                     ASSETS

                                                  June 30, 2000   December 31, 1999
                                                ----------------  -----------------
                                                    (Unaudited)
<S>                                                 <C>              <C>
INVESTMENTS
   Debt securities-available for sale               $ 2,661,070      $ 3,202,369
   Equity securities-available for sale                  38,437           22,000
   Equity securities-other                               62,500           62,500
   Mortgages                                            483,346          236,853
   Notes receivable                                      61,015           76,011
   Short-term investments                                  --          1,470,000
   Policy loans                                          30,689           37,947
   Investment real estate, net of depreciation           25,000           72,580
                                                    -----------      -----------
                                                      3,362,057        5,180,260

CASH AND CASH EQUIVALENTS                             2,254,954          935,746

RECEIVABLES
   Accrued investment income                             93,182           85,753
   Other                                                 13,000           14,808
                                                    -----------      -----------
                                                        106,182          100,561

PROPERTY AND EQUIPMENT-AT COST
   Building and improvements                            129,419          129,419
   Furniture and equipment                              116,570          114,470
   Automobiles                                           54,015           54,015
                                                    -----------      -----------
                                                        300,004          297,904
          Less accumulated depreciation                (107,716)         (88,573)
                                                    -----------      -----------
                                                        192,288          209,331
   Land                                                  56,000           56,000
                                                    -----------      -----------
                                                        248,288          265,331
OTHER ASSETS
   Cost in excess of net assets of businesses
          acquired, less accumulated amortization        42,083           45,000
   Deferred policy acquisition costs                     51,293           42,226
   Value of purchased insurance business                360,758          370,758
   Deferred income taxes                                 37,241           37,241
   Other                                                 43,539           38,698
                                                    -----------      -----------
                                                        534,914          533,923
                                                    -----------      -----------

                                                    $ 6,506,395      $ 7,015,821
                                                    ===========      ===========

</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  interim  financial
statements


                                       3

<PAGE>

<TABLE>

<CAPTION>


                    Summit Life Corporation and Subsidiaries

                           Consolidated Balance Sheets

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                        June 30,     December 31,
                                                                          2000           1999
                                                                      -----------    -----------
                                                                      (Unaudited)
<S>                                                                   <C>            <C>
LIABILITIES
      Policy reserves and policyholder funds                          $ 5,352,697    $ 5,335,971
      Unpaid claims                                                          --          107,000
      Accounts payable                                                     16,092         74,742
      Accrued liabilities                                                   9,663         28,713
      Notes payable                                                       231,165        442,219
      Other liabilities                                                      --           11,138
                                                                      -----------    -----------
                                                                        5,609,617      5,999,783


STOCKHOLDERS' EQUITY
      Common stock, $.01 par value                                         22,676         22,676
      Preferred stock, $.001 par value, stated at
          liquidation value                                               500,000        500,000
      Additional paid-in capital                                        2,923,596      2,923,596
      Common stock of parent held by subsidiary                           (95,000)       (95,000)
      Accumulated other comprehensive income (loss)
          Unrealized appreciation (depreciation) of debt securities       (90,906)       (83,565)
      Accumulated deficit                                              (2,363,588)    (2,251,669)

                                                                      -----------    -----------
                                                                          896,778      1,016,038

                                                                      -----------    -----------
                                                                      $ 6,506,395    $ 7,015,821
                                                                      ===========    ===========

</TABLE>




The  accompanying  notes  are  an  integral  part  of  these  interim  financial
statements


                                       4

<PAGE>

<TABLE>

<CAPTION>

                    Summit Life Corporation and Subsidiaries
                      Consolidated Statements of Operation
                                   (Unaudited)

                                                                     Three Months Ended             Six Months Ended
                                                                          June 30,                      June 30,
                                                                --------------------------    --------------------------
                                                                    2000           1999           2000           1999
                                                                -----------    -----------    -----------    -----------
<S>                                                             <C>            <C>            <C>            <C>
Revenues
      Insurance premiums                                        $    43,488    $    72,419    $    82,305    $   155,838
      Reinsurance premium ceded                                     (10,881)       (16,600)       (20,427)       (16,847)
                                                                -----------    -----------    -----------    -----------
           Net premium income                                        32,607         55,819         61,878        138,991

      Investment activity
           Investment income                                         90,083        144,698        193,588        296,597
           Net realized gains (losses) on sale of investments         4,808           --           29,531          2,763
      Other                                                          91,750          5,792         97,055         23,932
                                                                -----------    -----------    -----------    -----------
                                                                    219,248        206,309        382,052        462,283
Benefits, losses and expenses
      Policy benefits                                                26,883         35,199         60,550         53,371
      Change in policy reserves                                      38,790        106,359         94,671         99,729
      Interest expense                                                4,678         42,234         13,248         70,872
      Taxes, licenses and fees                                        4,683         10,005         13,002         24,163
      Depreciation and amortization                                  12,301         40,187         30,367         96,257
      General, administrative and other operating expenses          120,539        156,627        257,165        392,448
                                                                -----------    -----------    -----------    -----------
                                                                    207,874        390,611        469,003        736,840
                                                                -----------    -----------    -----------    -----------
             Earnings (Loss) from continuing operations
               before income taxes                                   11,374       (184,302)       (86,951)      (274,557)

Income tax provision                                                   --             (400)          --              757
                                                                -----------    -----------    -----------    -----------
             Earnings (Loss) from continuing                         11,374       (184,702)   $   (86,951)   $  (273,800)
             operations

Income from operations of discontinued segment
                                                                       --             (630)          --           10,151
                                                                -----------    -----------    -----------    -----------

                       NET EARNINGS (LOSS)                           11,374       (185,332)   $   (86,951)   $  (263,649)

Preferred Stock Dividend Requirement                                 12,500           --           25,000           --
                                                                -----------    -----------    -----------    -----------
             NET EARNINGS (LOSS) APPLICABLE
             TO COMMON SHARES                                   $    (1,126)   $  (185,332)   $  (111,951)   $  (263,649)
                                                                ===========    ===========    ===========    ===========

Earnings (Loss) per common share -
               Basic and diluted
      From continuing operations                                $     (0.00)   $     (0.09)   $     (0.05)   $     (0.13)
      From discontinued operations                                     --             --             --             --
                                                                -----------    -----------    -----------    -----------

             NET LOSS                                           $     (0.00)   $     (0.09)   $     (0.05)   $     (0.13)
                                                                ===========    ===========    ===========    ===========

Weighted average outstanding common shares,
      basic and diluted                                           2,248,605      2,216,464      2,248,605      2,142,485
                                                                ===========    ===========    ===========    ===========

</TABLE>


The  accompanying  notes  are  an  integral  part  of  these  interim  financial
statements


                                       5

<PAGE>

<TABLE>

<CAPTION>

                    Summit Life Corporation and Subsidiaries

                 Consolidated Statement of Stockholders' Equity

                         Six Months Ended June 30, 2000
                                   (Unaudited)


                                                          Common Stock              Preferred Stock
                                                   -------------------------   -------------------------
                                                                                  Shares       Liquid-       Additional
                                                      Shares         Par           Out-         ation         Paid-in
                                        Total         Issued        Value        standing       Value         Capital
                                     -----------   -----------   -----------   -----------   -----------    -----------
<S>                                  <C>           <C>           <C>           <C>           <C>            <C>

Balance at January 1, 2000           $ 1,016,038     2,267,605   $    22,676         5,000   $   500,000    $ 2,923,596

Dividends on preferred stock             (24,968)         --            --            --            --             --

Comprehensive income
   Net loss                              (86,951)         --            --            --            --             --
  Other comprehensive inc. (loss)
    Unrealized loss on investments        (7,341)         --            --            --            --             --
                                     -----------
        Comprehensive inc. (loss)        (94,292)         --            --            --            --             --
                                     -----------   -----------   -----------   -----------   -----------    -----------

Balance at June 30, 2000             $   896,778     2,267,605   $    22,676         5,000   $   500,000    $ 2,923,596
                                     ===========   ===========   ===========   ===========   ===========    ===========

                                     Accumulated                     Common
                                        Other                       Stock of
                                    Comprehensive                 Parent Held
                                        Income     Accumulated         by
                                        (Loss)       Deficit       Subsidiary
                                     -----------   -----------    -----------


Balance at January 1, 2000           $   (83,565)  $(2,251,669)   $   (95,000)

Dividends on preferred stock                --         (24,968)          --

Comprehensive income
   Net loss                                 --         (86,951)          --
  Other comprehensive inc. (loss)
    Unrealized loss on investments        (7,341)         --             --

        Comprehensive inc. (loss)           --            --             --
                                     -----------   -----------    -----------

Balance at June 30, 2000             $   (90,906)  $(2,363,588)   $   (95,000)
                                     ===========   ===========    ===========

</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  interim  financial
statements

                                       7

<PAGE>

<TABLE>

<CAPTION>

                    Summit Life Corporation and Subsidiaries

                 Condensed Consolidated Statement of Cash Flows
                                   (Unaudited)

                                                                Six Months Ended
                                                                    June 30,
                                                           --------------------------
                                                               2000           1999
                                                           -----------    -----------
<S>                                                        <C>            <C>
Increase (Decrease) in Cash and Cash Equivalents

Net cash provided by (used in) operating activities        $  (167,400)   $  (276,583)

Net cash provided by (used in) investing activities          1,803,225      1,351,537

Net cash provided by (used in) financing activities           (316,617)       229,037

                                                           -----------    -----------
       NET INCREASE (DECREASE) IN CASH
          AND CASH EQUIVALENTS                               1,319,208      1,303,991

Cash and cash equivalents at the beginning of the period       935,746      1,492,196
                                                           -----------    -----------

Cash and cash equivalents at the end of the period         $ 2,254,954    $ 2,796,187
                                                           ===========    ===========


</TABLE>





The  accompanying  notes  are  an  integral  part  of  these  interim  financial
statements

                                       8

<PAGE>


                    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 six month period ended June 30, 2000
are not necessarily  indicative of the results that may be expected for the year
ended  December 31, 2000.  For further  information,  refer to the  consolidated
annual  financial  statements and footnotes  thereto for the year ended December
31, 1999.








                                       9

<PAGE>

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, 1999
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.  In the
past, it has also provided  financing to medical accounts  receivable  factoring
entities.  This type of financing was integrated into the investment  portfolios
of the subsidiary life insurance companies during the second quarter of 1999 and
phased out during the second quarter of 2000.

Results of Operations

  Three Months Ended June 30, 2000 Compared to Three Months ended June 30, 1999

         Revenue. Revenues attributable to life insurance decreased from $72,419
to $43,488 for the three months ended June 30, 2000, compared to the same period
ended June 30,  1999.  The  decrease  was due  primarily  to the sale of Benefit
Capital Life Insurance Company ("Benefit Capital"),  which accounted for most of
the decrease.

         Investment  income  decreased  from $144,698 for the three months ended
June 30, 1999 to $90,083 for the three months ended June 30, 2000,  primarily as
a result of a shift in the  investment  portfolio of the Company  which  reduced
both investment  income and interest  expense.  The sale of Benefit Capital also
contributed  to a decrease  in assets  under  management  and a decrease  in the
investment income from those assets.

         Other income  increased from $5,792 for the three months ended June 30,
1999 to $91,750 for the three months ended June 30, 2000, due to the recognition
of certain deferred gains on real estate sold by the Company in prior years.


                                       10

<PAGE>

         Costs and  Expenses.  Total  expenses  decreased  47% from  $390,611 to
$207,874 for the three months ended June 30, 1999 and 2000,  respectively.  Such
decrease  was  primarily  attributable  to the sale of Benefit  Capital  and the
elimination of the related expenses from its Louisiana operations. This included
the amortization of value of purchased  insurance  business  relating to Benefit
Capital.  Amortization of value of purchased  insurance  business is expected to
continue with respect to the Company's  1999  acquisition  of Great Midwest Life
Insurance  Company  ("Great   Midwest"),   but  at  reduced  levels,   over  the
premium-paying life of the acquired policies.

         Policy  benefits   decreased  24%  from  $35,199  to  $26,883  for  the
comparable  periods.   Policy  reserves  decreased  $67,569,  or  63%,  for  the
comparable  periods.  Interest expense  decreased 89% from $42,234 to $4,678 for
the  comparable  periods due to a  repositioning  of the  Company's  assets that
eliminated most of its related interest  expense.  Depreciation and amortization
decreased  69% for the three months ended June 30, 2000 and 1999,  respectively,
due to the sale of Benefit  Capital and the  write-off  of goodwill at year-end,
which  reduced the amount of such  assets  subject to ongoing  amortization  and
depreciation.  General  expenses  decreased  23% from  $156,627 to $120,539 as a
result of the elimination of the Louisiana operations and its associated costs.

         Losses.  The Company reported  earnings from continuing  operations for
the  three  months  ended  June 30,  2000 of  $11,374,  compared  to a loss from
continuing operations for the three months ended June 30, 1999 of $184,702. This
was due to  recognition  of  deferred  gains  on the  sale of  property  and the
elimination  of  expenses  related to Benefit  Capital as well as other  expense
reductions.  For the three months ended June 30, 2000, the Company  reported net
earnings of $11,374,  compared  to a net loss of $185,332  for the three  months
ended June 30,  1999.  The change was due  largely to  recognition  of  deferred
income from  one-time  sales of certain real estate owned by the Company.  After
taking into account the preferred stock  dividends,  the Company  reported a net
loss of $1,126  applicable  to its common shares for the three months ended June
30, 2000,  compared to a net loss of $185,332 ($.09 per share) applicable to its
common shares for the comparable period in 1999.

    Six Months Ended June 30, 2000 Compared to Six Months ended June 30, 1999

         Assets/Liabilities/Stockholders'  Equity.  Total assets were $6,506,395
at June 30,  2000,  compared to  $7,015,821  at December 31, 1999, a decrease of
7.3%. The decrease was due to the reduction of certain Company debt, a temporary
decline in the value of the Company's  investment portfolio and the reduction of
outstanding insurance claims. See "-Liquidity and Capital Resources."

         Total liabilities (primarily insurance reserves for future policyholder
benefits) were  $5,609,617 at June 30, 2000,  compared to $5,999,783 at December
31, 1999, a decrease of 6.5%.  The decrease was due  primarily to repayment of a
portion of the Company's outstanding debt and reduction of outstanding insurance
claims.

         Total  stockholders'  equity was $896,778 at June 30, 2000, compared to
$1,016,038 at December 31, 1999, a decrease of 11.7%. The decrease was primarily
due to the net  operating  loss for the  first  six  months of 2000 as well as a
temporary decline in the value of the Company's investment portfolio.

         Revenue.  Revenues  attributable  to life insurance  decreased 47% from
$155,838 to $82,305 for the six months ended June 30, 2000, compared to the same
period  ended June 30,  1999.  The  decrease  was due  primarily  to the sale of
Benefit Capital, which accounted for approximately 50% of the decrease.  Certain
adjustments  made at the time of the  acquisition  of Great Midwest in 1999 also
contributed to the decrease.

         Investment income decreased 35%, from $296,597 for the six months ended
June 30, 1999 to $193,588 for the six months ended June 30, 2000, primarily as a
result of a shift in the investment  portfolio of the Company which reduced both
investment  income  and  interest  expense.  The sale of  Benefit  Capital  also
contributed  to a decrease  in assets  under  management  and a decrease  in the
investment income from those assets.

                                       11

<PAGE>

         Other income increased 305%, from $23,932 for the six months ended June
30, 1999 to $97,055 for the six months ended June 30, 2000, primarily due to the
recognition  of certain  deferred  gains on real  estate  sold by the Company in
prior years.  One-time  items  accounted for $91,750 and $10,000 of other income
for June 30, 2000 and 1999, respectively.

         Costs and  Expenses.  Total  expenses  decreased  36% from  $736,840 to
$469,003  for the six months  ended June 30, 1999 and 2000,  respectively.  Such
decrease  was  primarily  attributable  to the sale of Benefit  Capital  and the
elimination of the related expenses from its Louisiana operations. This included
the amortization of value of purchased  insurance  business  relating to Benefit
Capital.  Amortization of value of purchased  insurance  business is expected to
continue with respect to the Company's 1999 acquisition of Great Midwest, but at
reduced levels, over the premium-paying life of the acquired policies.

         Policy  benefits   increased  13%  from  $53,371  to  $60,550  for  the
comparable  periods,  due  to an  increase  in  death  claims.  Policy  reserves
decreased $5,058 for the comparable periods. Interest expense decreased 81% from
$70,872 to $13,248  for the  comparable  periods due to a  repositioning  of the
Company's assets that eliminated most of its interest expense.  Depreciation and
amortization decreased 69% from $96,257 to $30,367 for the six months ended June
30,  1999 and 2000,  respectively,  due to the sale of Benefit  Capital  and the
write-off  of  goodwill  at  year-end,  which  reduced the amount of such assets
subject to ongoing amortization and depreciation. General expenses decreased 34%
from  $392,448  to  $257,165  as a result of the  elimination  of the  Louisiana
operation  and  its  associated  costs  and  despite  direct  costs  of  $11,200
associated with a terminated acquisition agreement.

         Losses. The Company reported a loss from continuing  operations for the
six months  ended June 30, 2000 of $86,951,  compared to a loss from  continuing
operations  for the six months ended June 30, 1999 of $273,800,  a 68% decrease.
This  was  due to an  increase  in  realized  gains  on  investment  securities,
recognition  of deferred  gains on the sale of property and the  elimination  of
expenses  related to Benefit  Capital as well as other expense  reductions.  Net
loss  decreased 67% to $86,951 for the six months ended June 30, 2000,  compared
to a net loss of $263,649 for the six months ended June 30, 1999. The change was
due largely to  recognition  of deferred  income from one-time  sales of certain
real estate owned by the Company.

         The Company's loss per share from  continuing  operations  decreased to
$0.05 per share for the six months  ended June 30,  2000,  compared to a loss of
$0.13 per share for the six months ended June 30,  1999.  Net loss per share for
the comparable periods was $0.05 and $0.13 per share, respectively.

Liquidity and Capital Resources

         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.

         Although the Company  currently has a $150,000 bank line of credit,  it
funds most of its activity directly from cash flow from operations and cash flow
from financing  activities,  which includes deposits to  policyholders'  account
balances.  The line of  credit  extends  to July  2001,  with  amounts  borrowed
thereunder  bearing  interest at prime plus .5%. At June 30, 2000,  $110,000 was
outstanding  under the line of credit  and, as of the date of this  Report,  the
Company has $40,000 available under the credit facility.

                                       12

<PAGE>

         On January 13,  1999,  the  Company  acquired  100% of the  outstanding
common stock of Great Midwest,  a Texas-chartered  life insurance  company.  The
total cost of the acquisition was approximately $939,000. Of the purchase price,
cash of  $607,000  was  paid to  seven of  eight  stockholders  with the  eighth
stockholder  receiving a  promissory  note for a principal  amount of  $332,000,
payable in three equal annual  installments  at an annual interest rate of 6% on
the unpaid principal  balance.  The Company partially funded the cash portion of
the purchase price with a $350,000 loan from a bank.  The loan accrued  interest
at an index rate plus .5%,  payable monthly,  and originally  matured on July 9,
1999, at which time the Company paid  $100,000 of the principal  amount owed and
renewed the balance for a six-month  term maturing  January 9, 2000. The balance
of the loan  was paid  December  31,  1999  using  operating  cash  flow and the
proceeds from the sale of Benefit Capital. In addition, the Company has paid two
of the three  installments on the promissory note held by the former stockholder
of Great Midwest.

         On February 15, 2000,  Great Midwest  executed an agreement,  which was
expected to close in the second  quarter of 2000,  regarding the  acquisition of
100% of the common stock of Texas Savings Life Insurance  Company,  a Texas life
insurance  company.  On April 7,  2000,  Great  Midwest  exercised  an option to
terminate the contract with the acquisition  target and withdrew its application
to purchase from the Texas Department of Insurance.

         The Company has made and intends to make  substantial  expenditures  in
connection with its subsidiary's 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 to make required  payments under
its credit facility,  the required  payments of principal and interest under the
6%  promissory  notes payable to a former  stockholder  of Great Midwest 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 or to repay the notes at maturity.  The  Company's  ability to fund its
operations and to make scheduled  principal and interest payments 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.  The Company may also need to  refinance on or prior to
maturity all or a portion of the note payable to the former stockholder of Great
Midwest.  There can be no assurance  that the Company will be able to effect any
such refinancing on commercially reasonable terms, if at all.

                           Part II - Other Information

Item 4.  Submission of Matters to Vote of Security Holders

         The Company held its annual stockholders'  meeting on May 11, 2000. Two
proposals were voted on by the Company's stockholders:  1) election of director,
and 2)  ratification  of the  appointment  of Grant  Thornton LLP as independent
auditors.  All  proposals  were  approved by a majority of the votes cast at the
meeting as follows:

        (a)  One director was elected to serve a three-year term.

             Michael P.  Saunders  was elected as a Class 3 director  for a term
             expiring at the 2003 annual meeting, with 1,886,608 shares voted in
             favor and 0 voted against and 161,629 abstained. James L. Smith and
             M. Dean Brown, who are Class 2 directors with terms expiring at the
             2001 annual meeting, and Charles L. Smith and Thomas D. Sanders who
             are  Class 1  directors  with  terms  expiring  at the 2002  annual
             meeting, were not up for reelection and continued on as directors.

        (b)  Ratification   of  the   appointment   of  Grant  Thornton  LLP  as
             independent auditors:

             In favor:    1,886,249
             Against:            34
             Abstain:       161,954



                                       13

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

 Exhibit
  Number            Name of Exhibit
 -------            ---------------

  *27.1             Financial Data Schedule


* Filed electronically herewith
      (b)  Reports on Form 8-K:  none.


                                   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:  August 7, 2000                 /s/  Charles L. Smith
                                     -------------------------------------------
                                     Charles L. Smith
                                     President and Chief Operating Officer

Date:  August 7, 2000                 /s/  Quinton L. Hiebert
                                     -------------------------------------------
                                     Quinton L. Hiebert
                                     Vice-President and Chief Financial Officer



                                       14

<PAGE>



                                INDEX TO EXHIBITS

 Exhibit
  Number          Name of Exhibit
 -------          ---------------

  *27.1           Financial Data Schedule


*  Filed electronically herewith







                                       15



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