As filed with the Securities and Exchange Commission on May 7, 2001
                                                      Registration No. 333-55722
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1

                                       to

                                    FORM SB-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             SUMMIT LIFE CORPORATION
             (Exact name of Registrant as specified in its charter)

                                    OKLAHOMA
         (State or other jurisdiction of incorporation or organization)

            6311                                        73-1448244
(Primary Standard Industrial               (I.R.S. Employer Identification No.)
 Classification Code Number)
                                3021 Epperly Dr.
                                 P.O. Box 15808
                          Oklahoma City, Oklahoma 73155
                                 (405) 677-0781

(Address,  including zip code,  and telephone  number,  including  area code, of
                   Registrants' principal executive offices)

                                CHARLES L. SMITH
                      President and Chief Operating Officer
                             Summit Life Corporation
                                3021 Epperly Dr.
                                 P.O. Box 15808
                          Oklahoma City, Oklahoma 73155
                                 (405) 677-0781

(Name, address,  including zip code, and telephone number,  including area code,
                             of agents for service)

                                   COPIES TO:
                            JEANETTE C. TIMMONS, ESQ.
                    Day Edwards Propester & Christensen, P.C.
                               2900 Oklahoma Tower
                                 210 Park Avenue
                          Oklahoma City, Oklahoma 73102
                                 (405) 239-2121

Approximate  date of proposed sale to the public:  As soon as practicable  after
this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933 or  until  this  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.



                             [RED HERRING LANGUAGE]

The  information in this  prospectus is not complete and may be changed.  Summit
Life may not sell these securities  until the registration  statement filed with
the Securities and Exchange  Commission is effective.  This prospectus is not an
offer to sell these  securities  and we are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.






                   SUBJECT TO COMPLETION, DATED MAY __, 2001

                             SUMMIT LIFE CORPORATION

            200,000 Minimum, 1,000,000 Maximum Shares of Common Stock

                         Offering Price $1.00 Per Share

         We are offering a minimum of 200,000  shares and a maximum of 1,000,000
shares of our common stock.  We will offer the shares  ourselves and do not plan
to use underwriters.  Our common stock is quoted on the OTC Bulletin Board under
the symbol  "SUMC." On April 17,  2001,  the   closing sales price of the
common stock was $1.05.

Investing in our common  stock  involves  risks that are  described in the "Risk
Factors" section beginning on page 5.

         Neither the Securities and Exchange Commission nor any state securities
commission  has approved or disapproved  these  securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                                                                          Total          Total
                                                         Per Share       Minimum         Maximum
                                                         ---------      ----------     ----------
                                                                              
Public Offering Price................................      $1.00        $  200,000     $1,000,000
Underwriting Discount................................       --                --            --
Proceeds to Summit Life (before expenses) ...........      $1.00        $  200,000     $1,000,000



         o        We will sell the units  ourselves and no one has agreed to buy
                  any of our shares.  After the minimum offering is sold, we may
                  enter  into an agency  agreement  with one or more  registered
                  broker-dealers  or  registered  sales  agents  for the sale of
                  shares,  in which  event we may pay  participating  registered
                  broker-dealers or registered sales agents commissions of up to
                  6% of the  offering  price of  shares  actually  sold by them.
                  However,  we have no  agreements  with  anyone to pay any such
                  fees or  commissions,  and in no  event  will we  utilize  any
                  broker-dealers  or agents until at least the minimum  offering
                  is sold.

         o        The  offering is for a period of 360 days  beginning  with the
                  date of this  prospectus  and,  at our  option,  the  offering
                  period may be extended for an additional 90 days.  The minimum
                  number of shares one can purchase is 100 shares.

         o        Proceeds  from sales of the shares are being  escrowed  at UMB
                  Oklahoma Bank, National Association,  Oklahoma City, Oklahoma,
                  until  the sale of the  200,000  minimum  number  of shares is
                  achieved.  If the  minimum  of  $200,000  in  proceeds  is not
                  received prior to the expiration of the offering  period,  all
                  escrowed funds will be promptly returned to subscribers,  with
                  interest.

                           --------------------------

                             Summit Life Corporation
                                3021 Epperly Dr.
                                 P.O. Box 15808
                          Oklahoma City, Oklahoma 73155
                                 (405) 677-0781
                           --------------------------

             The date of this Prospectus is ________________, 2001.





                                TABLE OF CONTENTS


                                       Page                                                       Page
                                                                                         
Forward-Looking Information..........    1     Management.....................................     25
Prospectus Summary...................    2     Certain Transactions...........................     27
Risk Factors.........................    4     Principal Stockholders.........................     27
Use of Proceeds......................    9     Description of Capital Stock...................     28
Determination of Offering Price......   10     Shares Eligible for Future Sale................     31
Price Range of Common Stock..........   10     Plan of Distribution...........................     32
Dividend Policy......................   10     Where You Can Find More Information............     33
Dilution of the Price Paid                     Legal Opinions.................................     34
  for the Shares.....................   11     Experts........................................     34
Capitalization.......................   12     Index to Financial Statements..................    F-1
Selected Financial Data..............   13
Management's Discussion and
  Analysis or Plan of Operation......   14
Business.............................   17



                           ---------------------------

         You should only rely on the information  contained in this  prospectus.
We have not  authorized  anyone to provide you with  information  different from
that contained in this  prospectus.  We are offering to sell, and seeking offers
to buy, shares of common stock only in jurisdictions  where offers and sales are
permitted.  The information  contained in this prospectus is accurate only as of
the  date  of this  prospectus,  regardless  of the  time  of  delivery  of this
prospectus or of any sale of common stock.

                          ---------------------------


         Summit Life Corporation, referred to in this prospectus as Summit Life,
we or us, is an insurance  holding company.  We were incorporated in Oklahoma in
April 1994.  Our  executive  offices are located at 3021 Epperly  Dr.,  Oklahoma
City,  Oklahoma  73155.  Our  telephone  number is (405)  677-0781.  We refer to
prospective investors as you or the investor(s).




                                       i



                           FORWARD-LOOKING INFORMATION

         In this  prospectus,  we make  statements  about our  future  financial
condition,  results of operations and business. These are based on estimates and
assumptions made from information currently available to us. Although we believe
these  estimates and  assumptions  are  reasonable,  they are  uncertain.  These
forward-looking  statements  can generally be identified  because the context of
the statement  includes words such as may,  will,  expect,  anticipate,  intend,
estimate,  continue, believe or other similar words. Similarly,  statements that
describe our future expectations, objectives and goals or contain projections of
our future results of operations or financial condition are also forward-looking
statements. We wish to caution you that these forward-looking statements involve
predictions.  We cannot give you any assurance  that the future  results will be
achieved or that, if achieved, such results will be indicative of the results in
subsequent  periods.  The  inclusion  of  forward-looking   statements  in  this
prospectus  should not be regarded as a representation by us or any other person
that our objectives or plans will be achieved or that our operating expectations
will be realized. Our future results, performance or achievements,  could differ
materially from those expressed or implied in these forward-looking  statements,
as a result of risks  facing us as more fully  described  in the "Risk  Factors"
section of this prospectus. Such risks include those associated with:

[ ]      actual execution of management's business plan;

[ ]      the condition of the insurance market;

[ ]      the pricing of products and services;

[ ]      overall economic trends, including interest rate trends;

[ ]      stock  market  activity,  employment  levels,  changes  in  technology,
         changes in insurance laws and regulations;

[ ]     other factors beyond our control.


         We  undertake  no   obligation   to  update  or  revise   publicly  any
forward-looking statement, whether as a result of new information, future events
or  otherwise.  All  subsequent  written  and  oral  forward-looking  statements
attributable  to us or persons  acting on our behalf are expressly  qualified in
their  entirety  by  the  cautionary   statements   contained   throughout  this
prospectus.






                                       1


                               PROSPECTUS SUMMARY

This section is only a summary and does not contain all the information that may
be important to you.  You should read the entire prospectus carefully, including
the section titled "Risk Factors" and the financial statements and the notes
relating to those statements.

About Summit Life

         Summit Life is an insurance holding company.  Historically,  our growth
has been fueled primarily through acquisitions,  starting 1994 when we commenced
operations by acquiring an  Oklahoma-chartered  life  insurance  company.  Since
then, we have acquired three  additional  life insurance  companies in Texas and
Louisiana.  Currently,  our life insurane  operations are conducted  through our
wholly owned subsidiary,  Great Midwest Life Insurance  Company,  referred to in
this  prospectus as Great Midwest,  a  Texas-chartered  insurer that issues life
insurance and annuity products and operates in both Texas and Oklahoma.

         Our operating  strategy is to continue to make  acquisitions  of small,
marginally  profitable or  unprofitable  insurance  companies,  consolidate  and
streamline the administrative functions of these small companies,  improve their
investment  yields through sctive asset  management in a centralized  investment
operation and eliminate their unprofitable  products and distribution  channels.
Because  of the  small  size of  these  companies,  we  believe  that  they  are
unattractive  acquisition  candidates  for  many  of our  competitors.  However,
because we also are small  compared to our  competition,  we believe that we are
particluarly well suited to make such acquisitions and to capitalize on the cost
savings that can be realized by consolidating  the  administrative  functions of
the acquired companies.

         We were  incorporated  as an Oklahoma  coporation  in April  1994.  Our
principal  executive  office is at 3021 Epperly  Dr.,  Oklahoma  City,  Oklahoma
73155. Our telephone number is (405) 677-0781.

Use of Proceeds

         Assuming the minimum offering gross proceeds of $200,000,  net proceeds
may be used to recruit  agents,  acquire life  insurance  companies or blocks of
life insurance  business,  and for other,  general corporate puposes.  Any funds
received above the minimum  offering  amount will be used for these purposes and
also may be used to repay outstanding  indebtedness.  We are targeting companies
in select markets with average books of business of $300,000 in policy reserves.

The Offering


Common stock offered by Summit Life:

 Maximum................. 1,000,000 shares
 Minimum.................   200,000 shares

Common stock outstanding:

 Prior to this offering.. 2,267,605 shares

 After this offering..... 3,267,605 shares assuming the maximum offering is sold
                          2,467,605 shares assuming the minimum offering is sold

Offering price........... $1.00 per share


                                       2



                             Summary Financial Data




Operating Data

         The following table sets forth selected information regarding operating
results for the periods indicated.

                                                              Year Ended
                                                              December 31,
                                                        ----------------------
                                                           1999        2000
                                                        ----------  ----------
                                                            (in thousands)
          Statement of Operations Data:
                  Revenues                              $      813  $      571
                  Benefits, losses and expenses              1,704         975
                  Net Loss                                    (884)       (404)



Balance Sheet Data
                                              As of December 31, 2000
                                -----------------------------------------------
                                                        As Adjusted (1)
                                            -----------------------------------
                                Actual      Minimum Offering   Maximum Offering
                                ------      ----------------   ----------------
                                                        (in thousands)
Balance Sheet Data
   Cash and cash equivalents    $1,436          $1,596             $2,159
   Total assets                  6,163           6,323              6,886
   Total liabilities             5,187           5,187              5,010
   Stockholders' equity            975           1,135              1,875


----------------

(1)   Gives  effect  to the  sale of the minimum and maximum number of shares of
common  stock  offered  hereby,  and  the  application of the estimated proceeds
therefrom.  See "USE OF PROCEEDS" and "CAPITALIZATION."





                                       3



                                  RISK FACTORS

         You  should  carefully   consider  the  following   factors  and  other
information  in  this  prospectus  before  deciding  to  invest  in  any  of our
securities.

We operate in a highly  competitive  industry,  which could limit our ability to
gain or maintain our position.

         We  are  in  direct  competition  with  a  large  number  of  insurance
companies,  many of which offer a greater  number of products  through a greater
number of agents and have greater  resources than we do. In addition,  we may be
subject, from time to time, to new competition resulting from additional private
insurance  carriers  introducing  products  similar  to  those  offered  by  us.
Moreover, as a result of recent federal legislation, commercial banks, insurance
companies,  and investment banks may now combine,  provided certain requirements
are  satisfied,  and we expect to  encounter  increased  competition  from these
providers of financial  services.  This competitive  environment could result in
lower premiums, less favorable underwriting terms and conditions,  loss of sales
and reduced profitability.

         Over the past three  fiscal  years,  substantially  all of our premiums
were from  sales of  policies  in  Oklahoma  and Texas.  Our  ability to compete
successfully may suffer from competitive changes in these particular markets.

Our lack of a rating could adversely affect our ability to compete.

         Ratings  of  insurance  companies  are  typical  within  the  industry.
Increased public and regulatory  concerns  regarding the financial  stability of
insurance companies have resulted in policyholders placing greater emphasis upon
company  ratings and have  created  some measure of  competitive  advantage  for
insurance  carriers with higher  ratings.  Rating  organizations  assign ratings
based upon several factors.  While most of the considered  factors relate to the
rated  company,  some of the factors relate to general  economic  conditions and
circumstances  outside  the  rated  company's  control.  As of the  date of this
prospectus,  we have not been rated by any rating  organization.  The absence of
any rating  could  adversely  affect our ability to sell our  products or retain
existing business, as well as our ability to compete for attractive  acquisition
opportunities.

We may not be able to  compete  successfully  if we cannot  recruit  and  retain
insurance agents.

         We continuously recruit and train independent agents to market and sell
our products.  We may not be able to continue to attract and retain  independent
agents to sell our products.  We also engage marketing  general agents from time
to time to recruit  independent agents and develop networks of agents in various
states.  Our  business  and ability to compete may suffer from the  inability to
recruit and retain  insurance  agents and from the loss of services  provided by
our marketing agents.

Our policy claims  fluctuate from year to year, and future benefit  payments may
exceed reserves.

         Our  results may  fluctuate  from year to year due to  fluctuations  in
policy  claims  received by our life  insurance  subsidiary.  Great  Midwest has
established  reserves for claims and future  policy  benefits  based on accepted
actuarial practices.  By care in underwriting new policies and sharing risk with
reinsurance  companies,  Great  Midwest has attempted to limit the risk that its
actual  payments  of death and other  benefits  will  exceed its  reserves.  The
reserves are,  however,  only actuarial  estimates and it is possible that Great
Midwest's  claims  experience  could  be  worse  than  anticipated,  so that its
reserves may prove to be insufficient.  If this were to happen,  it could result
in increased operating losses.

We could be forced to sell illiquid  investments at a loss to cover policyholder
withdrawals.

         Many of the products offered by Great Midwest allow  policyholders  and
contractholders  to  withdraw  their funds under  defined  circumstances.  Great
Midwest manages its liabilities and configures its investment portfolio so as to
provide and  maintain  sufficient  liquidity to support  anticipated  withdrawal
demands,   contract  benefits  and  maturities.   While  Great  Midwest  owns  a
significant  amount of  liquid  assets,  a certain  portion  of its  assets  are
relatively illiquid. Unanticipated withdrawal or surrender activity could, under
some  circumstances,  compel  Great  Midwest to dispose  of  illiquid  assets on
unfavorable terms, which could have an adverse effect on us.


                                       4


Interest-rate fluctuations could negatively affect our spread income.

         Significant changes in interest rates expose insurance companies to the
risk of not earning  anticipated  spreads  between the  interest  rate earned on
investments and the credited interest rates paid on outstanding  policies.  Both
rising and declining  interest  rates can  negatively  affect our spread income.
While we develop and maintain asset/liability management programs and procedures
designed  to  preserve  spread  income  in  rising  or  falling   interest  rate
environments, changes in interest rates could adversely affect such spreads.

         Lower  interest  rates may  result  in lower  sales of  certain  of our
insurance  and  investment  products.  In  addition,  certain  of our  insurance
products guarantee a minimum credited interest rates.

Our insurance  subsidiary is highly  regulated,  and  government  regulation may
affect profitability or market value.

         Our insurance subsidiary is subject to government regulation in each of
the states in which it conducts  business.  Such  regulation  is vested in state
agencies  having  broad  administrative  power  dealing with many aspects of the
insurance  business,  which may  include  premium  rates,  marketing  practices,
advertising, policy forms, and capital adequacy, and is concerned primarily with
the  protection  of  policyholders  rather than share  owners.  Changes in these
regulations could affect our profitability or the market value of our shares.

         Our  insurance  subsidiary  acts  as a  fiduciary  and  is  subject  to
regulation by the United States  Department of Labor when providing a variety of
products  and  services to employee  benefit  plans  governed by the  Employment
Retirement  Income  Security  Act,  or ERISA.  Severe  penalties  are imposed on
insurers that breach their fiduciary duties to the plans under ERISA. If we were
fined  or  a  penalty  was  imposed  on  us  by  a  governmental  agency  having
jurisdiction over us, we might not have the financial  resources to pay the fine
or penalty.

We cannot predict the effect of recent insurance regulatory changes.

         The National Association of Insurance  Commissioners,  or the NAIC, has
adopted the Codification of Statutory Accounting  Principles,  which we refer to
as the  "Codification."  The Codification  changes current statutory  accounting
rules in several  areas.  We have not estimated  the  potential  effect that the
Codification may have on the statutory capital of our insurance subsidiary.  The
Codification became effective January 1, 2001.

A  tax  law  change  could   adversely   affect  our  ability  to  compete  with
non-insurance products.

         Under the Internal Revenue Code of 1986, as amended,  which we refer to
as the "Code,"  income tax payable by  policyholders  on investment  earnings is
deferred  during the  accumulation  period of certain life insurance and annuity
products.  This  favorable  tax  treatment  may give  certain of our  products a
competitive advantage over other non-insurance  products. To the extent that the
Code is revised to reduce the tax-deferred  status of life insurance and annuity
products, or to increase the tax-deferred status of competing products, all life
insurance companies,  including Great Midwest,  would be adversely affected with
respect to their ability to sell such products, and, depending on grandfathering
provisions,  the  surrenders of existing  annuity  contracts and life  insurance
policies. In addition, life insurance products are often used to fund estate tax
obligations.  If the estate tax were  eliminated,  the demand for  certain  life
insurance  products  could be  adversely  affected.  We cannot  predict what tax
initiatives may be enacted which could adversely affect us.

Our investments are subject to risks.

         Our invested  assets are subject to customary  risks of credit defaults
and changes in market values.  The value of our investment  portfolio depends in
part  on the  financial  condition  of the  companies  in  which  we  have  made
investments.  Factors  that may affect the overall  market value of our invested
assets include interest rate levels,  financial market performance,  and general
economic  conditions,   as  well  as  particular   circumstances  affecting  the
businesses of individual companies.


                                       5


Our growth from acquisitions involves risks.

         Our acquisitions  have benefited us in part by allowing us to enter new
markets and to position us to realize certain operating efficiencies  associated
with  economies  of scale.  There  can be no  assurance,  however,  that we will
realize the anticipated financial results from our acquisitions or that suitable
acquisitions,  presenting  opportunities  for  continued  growth  and  operating
efficiencies,  or capital to fund  acquisitions will continue to be available to
us.

We are dependent on the performance of others.

         Our results may be affected  by the  performance  of others  because we
have entered into various  arrangements  involving other parties.  For instance,
many  of our  products  are  sold  through  independent  distribution  channels.
Additionally, a portion of our life insurance sales comes from arrangements with
unrelated marketing organizations. As with all financial services companies, our
ability to  conduct  business  is  dependent  upon  consumer  confidence  in the
industry and its products. Actions of competitors, and financial difficulties of
other  companies  in the  industry,  could  undermine  consumer  confidence  and
adversely affect our business.

A decline in our stock price may limit our ability to raise capital.

         During 1999 and 2000,  many  financial  services  companies,  including
Summit Life,  experienced  a decrease in the market price of their common stock.
Although we believe we have sufficient,  internally  generated cash flow to fund
our  day-to-day  operations,  a lower stock price may limit our ability to raise
capital to fund other growth opportunities and acquisitions.

Our reinsurance program involves risks.

         Great Midwest is able to assume  insurance risks beyond the level which
its capital and surplus would support by  transferring  substantial  portions of
such  risks to other,  larger  insurers  through  reinsurance  contracts.  These
reinsurance  arrangements,  which  are  the  usual  practice  in  the  insurance
industry, leave Great Midwest exposed to two risks:

         --       The credit risk,  which exists  because  reinsurance  does not
                  fully  relieve  Great Midwest of its liability to its insureds
                  for the  portion of the risks  ceded to  reinsurers.  Although
                  Great  Midwest  places  its  reinsurance  with  reinsurers  it
                  believes to be financially  stable,  a reinsurer's  subsequent
                  insolvency or inability to make payments  under the terms of a
                  reinsurance  treaty could have a materially  adverse effect on
                  our financial condition.

         --       The amount and cost of reinsurance  available to Great Midwest
                  is subject,  in large part,  to prevailing  market  conditions
                  beyond  its  control.   Non-renewal  or   cancellation   of  a
                  reinsurance  arrangement  affects  only new  business  and the
                  reinsurer  remains  liable  on  business  reinsured  prior  to
                  non-renewal  or  cancellation.  If  Great  Midwest  were to be
                  unable to maintain or replace its  reinsurance  facilities  on
                  acceptable  terms upon their  expiration and were unwilling or
                  unable to bear the  associated  increase  in  exposure  on new
                  business,  it  would  have to  reduce  the  amount  of its new
                  business.

We are dependent on dividends and management fees from our insurance subsidiary,
Great Midwest, to fund our operations.

         Our  ability to fund our  operations  is affected by the ability of our
insurance company subsidiary, Great Midwest, to declare and distribute dividends
to us as its sole  shareholder,  as well as on its ability to pay us  management
fees  for the  administrative  services  we  provide  to it.  Insurance  company
subsidiaries  like Great  Midwest are  subject to various  state  statutory  and
regulatory restrictions, applicable to insurance companies generally, that limit
the amount of cash dividends, loans and advances that those subsidiaries may pay
to their parent companies.  Under Texas insurance laws, our principal  operating
subsidiary,  Great  Midwest,  generally  may pay dividends to us only out of its
unassigned surplus as reflected in its statutory  financial  statements filed in
that state. In addition,  the Texas  Commissioner of Insurance must approve,  or
not disapprove within 30 days of notice, payment of an "extraordinary"  dividend
from Great Midwest.  Under Texas insurance laws, that term generally refers to a
dividend that exceeds,  together with all dividends paid by Great Midwest within
the previous 12 months, the greater of:

         --       10% of Great  Midwest's  statutory  capital and surplus at the
                  preceding December 31; or

         --       the net  gain  from  operations  of Great  Midwest  for the 12
                  months ended on such December 31.


                                       6


         It is possible that more  stringent  restrictions  will be adopted from
time to time,  which  could have the effect,  under  certain  circumstances,  of
significantly reducing dividends or other amounts payable to us by our insurance
subsidiary  without  affirmative  prior approval by state  insurance  regulatory
authorities.

         In  the   event  of  the   insolvency,   liquidation,   reorganization,
dissolution or other  winding-up of an insurance  subsidiary of Summit Life, all
creditors of the subsidiary, including holders of life insurance policies, would
be  entitled  to  payment in full out of the  assets of such  subsidiary  before
Summit Life, as shareholder, would be entitled to any payment.

Our  stockholders  could be  adversely  affected  if our  management  and larger
stockholders  use their  influence  in a manner  adverse to other  stockholders'
interests.

         Upon  completion of this offering,  and assuming the maximum  1,000,000
shares are sold,  executive  officers and  directors  and 5%  stockholders  will
beneficially own, in the aggregate,  approximately 46% of our outstanding common
stock.  While such a percentage is not  sufficient  to  constitute  control as a
matter of law, it represents a percentage  that is likely to result in effective
control over matters requiring stockholder  approval,  including the election of
directors and approval of significant corporate transactions,  which could delay
or prevent someone from acquiring or merging with us. These stockholders may use
their  influence to approve or take actions that are adverse to your  interests.
See "Principal Stockholders."

         Our stockholders also could be adversely affected if existing change of
control provisions prevented a potential suitor from buying us.

         Anti-takeover  provisions of our certificate of incorporation,  as well
as statutory change-of-control  provisions,  could operate to hinder a potential
suitor  from  buying us,  even if the sale of our  company  would be in the best
interests of our stockholders:

         --       Our Certificate of Incorporation contains provisions that give
                  the  board of  directors  the  ability  to deter or  prevent a
                  merger with,  or a sale of control to, a third party,  even if
                  the  owners of a majority  of the  common  stock were to favor
                  such  a  transaction.   Our   Certificate   of   Incorporation
                  authorizes  the  board  of  directors  to  issue a  series  of
                  preferred stock without  shareholder  action. Such an issuance
                  of  preferred  stock  could  discourage  a  third  party  from
                  attempting to acquire,  or make it more  difficult for a third
                  party to acquire,  a controlling  interest in Summit Life, and
                  could  adversely  affect the voting  power or other  rights of
                  holders of the common stock.  In addition,  the Certificate of
                  Incorporation  establish a board of directors  classified such
                  that only  one-third  of the members of our board of directors
                  is elected  each year and each  director  serves for a term of
                  three years.  These  provisions  make it difficult for a third
                  party to achieve a change in control  of Summit  Life  through
                  the  acquisition  of a large  block of  common  stock  without
                  approval  of the  board of  directors.  As a  result  of these
                  anti-takeover provisions, you may be deprived of opportunities
                  to sell some or all of your shares at prices  exceeding market
                  prices.    See    "Description   of   Capital    Stock-Certain
                  Anti-Takeover Provisions" at page 31.

         --       We are also  regulated  as an  insurance  holding  company  in
                  Texas,  the  jurisdiction  in  which  our  insurance   company
                  subsidiary is incorporated.  These laws require prior approval
                  by the Texas  Department of Insurance of changes in control of
                  an insurer.  Under these  laws,  anyone  acquiring a specified
                  percentage  of Summit  Life's  outstanding  voting  securities
                  would be presumed to have acquired  control of it, unless such
                  presumption is rebutted. The specified percentage is 10% under
                  Texas insurance law.


                                       7


There is a limited market for the shares of common stock.

         Historically, there has been an extremely limited public market for our
common stock issued in connection  with our initial public  offering in 1999. We
cannot guarantee that the market will be sustained or will expand.  The price of
the common stock is highly volatile. Due to the limited trading volume and small
capitalization  of our common  stock,  many  investors  may not be interested in
owning our  securities  because  of the higher  risks  associated  with  limited
trading volume and small market  capitalization  such as the inability to sell a
substantial  block of stock at one time without driving down prices.  This could
have an adverse effect on the market for our common stock. In addition, there is
no  assurance  that an investor  will be in a position to borrow funds using our
securities as collateral  because  lenders may be unwilling to accept the pledge
of these securities because of the limited market.

         Additionally,   the  shares  are  defined  as  penny  stock  under  the
Securities  and  Exchange  Act of 1934 and rules of the SEC.  These rules impose
additional sales practice and disclosure requirements on broker-dealers who sell
our shares to persons  other than  certain  accredited  investors.  For  covered
transactions,  a broker-dealer  must make a suitability  determination  for each
purchaser  and  receive  a  purchaser's  written  agreement  prior to  sale.  In
addition,   the  broker-dealer   must  make  certain  mandated   disclosures  in
transactions of penny stocks.  Consequently,  these rules may affect the ability
of broker-dealers to make a market in our common stock and may affect investors'
ability to resell shares purchased in this offering.

We have  arbitrarily  determined the offering price of the common stock included
in this offering.

         The offering price for the common stock in this offering was based upon
our assessment of recent  trading  prices for the common stock,  our history and
prospects,  and  current  conditions  in the  securities  markets.  There  is no
relationship between the offering price and our assets, book value, net worth or
any other economic or recognized criteria of value.

Future sales of shares by our current  stockholders  could adversely  affect the
market price of our common stock.

         After  completion of this offering,  there will be 3,267,605  shares of
our common stock outstanding if all the shares offered hereby are sold, of which
2,267,605  shares,  or  approximately  69.40%,  will  be  held  by  our  current
stockholders.  Of the amount held by the current  stockholders,  163,770  shares
were purchased in our initial public  offering in 1999 and are freely  tradable.
The balance  may be sold under Rule 144 in the public  market from time to time,
without  registration,  subject  to limits on the  timing,  amount and method of
these  sales  imposed  by the  securities  laws.  You  should be aware  that the
possibility of sales may, in the future,  have a depressive  effect on the price
of the common stock in any market which may develop and, therefore,  the ability
of any  investor  to market his shares may depend upon the number of shares that
are offered and sold. Moreover,  the perception in the public markets that these
sales by  principal  stockholders  might occur could also  adversely  affect the
market price of our common stock.


                                       8





                                 USE OF PROCEEDS

         The  net  proceeds  to us from  the  sale of the  common  stock,  after
deducting  offering expenses,  are expected to be approximately  $160,000 if the
minimum  number of 200,000  shares are sold or $900,000 if the maximum number of
1,000,000  shares are sold. The following  table shows our expected net proceeds
at minimum and maximum  levels of funding and our proposed  expenditure of these
proceeds.


                                                    Minimum Offering           Maximum Offering (1)
                                                    ----------------           ----------------
                Use of Net Proceeds               Amount       Percent         Amount       Percent
                -------------------               ------       -------         ------       -------
                                                                                

Increase surplus                                 $   --           --          $170,000        18.89%

Repayment of indebtedness                            --           --           177,500        19.72%

Recruitment of agents                              50,000        47.06%         42,500         4.72%

Purchase other blocks of business                 100,000        47.06%        450,000        50.00%

Working capital and general corporate purposes     10,000         5.88%         60,000         6.67%
                                                 --------     --------        --------     --------

                     Total                       $160,000       100.00%       $900,000       100.00%
                                                 ========     ========        ========     ========


        (1)       After the minimum  number of 200,000  shares are sold,  we may
                  enter  into an agency  agreement  with one or more  registered
                  broker-dealers  or  registered  sales  agents  for the sale of
                  shares,  in which  event we may pay  participating  registered
                  broker-dealers or registered sales agents commissions of up to
                  6% of the  offering  price of  shares  actually  sold by them.
                  However,  we have no  agreements  with  anyone to pay any such
                  fees or commissions.  If we enter into an agency agreement, as
                  discussed  above,  commissions will be paid from the amount of
                  proceeds allocated to working capital.

         o        The  expenses  of  this  offering,  which  include  legal  and
                  accounting  fees, blue sky fees of various  states,  printing,
                  mailing and  miscellaneous  items, are estimated to be $40,000
                  if only the  minimum  offering  is sold,  and  $100,000 if the
                  maximum offering is sold. As of December 31, 2000, we had paid
                  approximately  $2,000  of these  expenses  from  funds on hand
                  prior to the offering.

         o        We plan to use a substantial amount of the net proceeds to (i)
                  acquire other blocks of business,  (ii) recruit agents,  (iii)
                  increase the surplus of our insurance  subsidiary,  which will
                  enable  that  company  to  increase  its  sales  of  insurance
                  products,  and (iv) pay off debt. The actual allocation of net
                  proceeds,  however,  will depend on the actual amount of funds
                  raised by this  offering,  as well as the  projected  needs of
                  surplus  to write new  business.  If  results  do not meet our
                  requirements,  we may  reallocate the proceeds among the other
                  contemplated uses of proceeds. We may use a portion of the net
                  proceeds  to  acquire  the  net  assets  of  other   insurance
                  companies.  Any  decision  to  make  an  acquisition  will  be
                  dependent on consideration of a variety of factors,  including
                  business prospects,  purchase price and financial terms of the
                  transaction.   We  have  no  agreements,   understandings   or
                  arrangements with respect to any acquisition at this time. See
                  "BUSINESS."

         o        The amounts set forth above are estimates only.  Consequently,
                  the actual amounts are likely to vary from that described.  To
                  the extent proceeds are inadequate in any area of expenditure,
                  supplemental  amounts may be drawn from  working  capital,  if
                  available.  Any  additional  proceeds  necessary for operation
                  will be obtained  through debt financing or additional  equity
                  financing.  However,  we have no  specific  plans  for  future
                  financing  and  the  officers  and  directors   have  made  no
                  commitment  to advance  funds to us. Any proceeds not required
                  for one or more of the proposed  expenditures  listed above we
                  will retain and use as working  capital  which we will use for
                  one or more of the other purposes specified in the above table
                  as in our discretion  will be beneficial to our operations and
                  business.  For  example,  we may use a  portion  or all of the
                  amounts allocated to working capital to increase surplus or to
                  purchase additional blocks of business.

         o        Pending utilization,  we may make temporary investments of the
                  proceeds in interest  bearing  investments,  including  United
                  States  government  securities,   short-term  certificates  of
                  deposit,  money  market  funds  or other  short-term  interest
                  bearing  investments.  We do  not  intend  to  register  as an
                  investment  company under the Investment  Company Act of 1940.
                  Accordingly,  any investment by us will be made so as to avoid
                  regulation as an investment company.

         o        We   anticipate,   based  on  currently   proposed  plans  and
                  assumptions relating to our operations, that the proceeds from
                  the  offering,   together  with   projected   cash  flow  from
                  operations,  will  be  sufficient  to meet  estimated  capital
                  expenditures  through  2001.  If cash flows do not  develop as
                  anticipated,  or if the Company's  proposed plans or the basis
                  for its  assumptions  change,  the  Company may be required to
                  obtain additional sources of capital.


                                       9


                         DETERMINATION OF OFFERING PRICE

         The price of the shares was arbitrarily  determined in order for Summit
Life to raise up to a total of $1,000,000 in this  offering.  The offering price
bears no relationship  whatsoever to our assets,  earnings, book value, or other
established criteria of value. We also did not consult finance  professionals to
help establish the offering price. There is no assurance that the price paid for
a share in the offering will be recoverable by a sale of the share in the public
market, or that a public market will value the company as we have determined its
value.


                           PRICE RANGE OF COMMON STOCK

         Our common stock began trading on the OTC Bulletin Board on October 27,
1999,  under the symbol "SUMC." The following table sets forth,  for the periods
indicated,  the high and low bid prices of the common  stock  during the periods
indicated, as reported by the OTC Bulletin Board:

                                                              High        Low
                                                              ----        ---
      1999
             First Quarter                                     N/A         N/A
             Second Quarter                                    N/A         N/A
             Third Quarter                                     N/A         N/A
             Fourth Quarter (commencing October 27, 1999)    $ 6.00      $ 5.00

      2000
             First Quarter                                   $ 4.00      $ 4.00
             Second Quarter                                  $ 1.875     $ 1.875
             Third Quarter                                   $  .438     $  .438
             Fourth Quarter                                  $  .531     $  .531

      2001
             First Quarter                                   $  .531     $  .25
             Second Quarter (through April 17, 2001)         $ 1.05      $  .25

         The above quotations, as reported, represent prices between dealers and
do not include retail  mark-ups,  mark-downs or commissions.  Such quotations do
not necessarily represent actual transactions.

         On April 17,  2001,  the closing  sales price for the common  stock was
         $1.05.

         At April 17, 2001, there were approximately 1,424 registered holders of
         record of the common stock.


                                 DIVIDEND POLICY

         We expect to retain all earnings  generated by our operations,  if any,
for the growth of our business.  We do not anticipate  paying any cash dividends
on our common stock in the foreseeable  future.  Our ability to pay dividends is
dependent,  in large measure, on our ability to receive dividends and management
fees from our life insurance  subsidiary,  Great  Midwest.  The ability of Great
Midwest to pay dividends and  management  fees, in turn, is limited  pursuant to
the  insurance  laws of the state of Texas,  where Great  Midwest is  domiciled.
Generally,  such laws  provide that  dividends  may be paid only from the earned
surplus arising from the insurance company's business and must receive the prior
approval of the Texas Insurance  Commissioner to pay a dividend if such dividend
would  exceed  certain   statutory   limitations.   See   "BUSINESS-Governmental
Regulation."


                                       10





         The payment of future dividends on the common stock,  both as to timing
and  amount,  will be  determined  by our  board  of  directors  in light of our
earnings,  financial  condition,  capital requirements and other factors. We may
not pay  dividends  on the common  stock  unless we have paid  dividends  on our
Series A and Series B Preferred Stock.


                    DILUTION OF THE PRICE PAID FOR THE SHARES

         At December 31, 2000,  we had a net tangible book deficit of ($355,466)
or ($.16) per share of common stock. Net tangible book deficit is equal to total
tangible assets minus total  liabilities  minus  liquidation  value of preferred
stock. Our net tangible book deficit per share is calculated by dividing our net
tangible book deficit by  2,267,605,  the total number of shares of common stock
outstanding.

         At December  31,  2000,  after giving pro forma effect to the sale of a
minimum  200,000 shares and a maximum  1,000,000  shares of common stock in this
offering at an assumed  initial public offering price of $1.00 per share and the
receipt by us of the net proceeds from this offering, our pro forma net tangible
book value  (deficit) at December 31, 2000 would have changed from ($355,466) to
($195,466) and $544,534,  respectively. This represents an immediate increase in
net tangible stockholders' equity of $.08 and $.33 per share,  respectively,  to
current  stockholders  and an  immediate  dilution  of $1.08 and $.83 per share,
respectively, to new investors, as illustrated in the following table:


                                                                                    Minimum       Maximum
                                                                                    Offering      Offering
                                                                                    --------      --------
                                                                                            
    Initial public offering per share...........................................    $   1.00     $   1.00

    Pro forma net tangible book value (deficit) per share after this offering...        (.08)         .17
                                                                                    --------     --------

    Dilution per share to new investors.........................................    $   1.08     $    .83
                                                                                    ========     ========


         The public  offering price is  substantially  higher than the pro forma
net  tangible  book  value  per  share.   Investors  will  incur  immediate  and
substantial dilution.

         The  following  table  summarizes  the number and  percentage of shares
purchased, the amount and percentage of consideration paid and the average price
per share of common stock paid by our existing stockholders and by new investors
in this offering:






                                    Shares Purchased                Total Consideration             Average
                            --------------------------------- --------------------------------   Consideration
                                  Number          Percent          Amount        Percent            Per Share
                            ------------------- ------------- ------------------ ------------- -------------------
                                                                                

  Current Stockholders......    2,267,605          69.40%        $2,946,272       74.66%             $1.30

  New investors.............    1,000,000          30.60%         1,000,000       25.34%             $1.00
                                ---------         ------          ---------      ------

        Total...............    3,267,605         100.00%         3,946,272      100.00%
                                =========         ------          =========      ------




                                       11





                                 CAPITALIZATION

         The following table sets forth (i) our historical  capitalization as of
December 31,  2000;  and (ii) our pro forma  capitalization  as adjusted to give
effect to the sale of a minimum of 200,000  shares,  and a maximum of  1,000,000
shares,  of common stock at an assumed public  offering price of $1.00 per share
and the  application  of the estimated  net proceeds as described  under "Use of
Proceeds."  This table  should be read in  conjunction  with "Use of  Proceeds,"
"Management's   Discussion  and  Analysis  or  Plan  of   Operations"   and  the
Consolidated   Financial  Statements  and  Notes  appearing  elsewhere  in  this
Prospectus.

                                                                              December 31, 2000
                                                                ------------------------------------------------
                                                                                As Adjusted        As Adjusted
                                                                    Actual     Minimum Offering   Maximum Offering
                                                                  ----------   ----------------   ----------------
                                                                                         

Liabilities:
Policy reserves and policyholder funds .......................   $ 4,708,295     $ 4,708,295        $ 4,708,295
Unpaid claims ................................................       175,951         175,951            175,951
Accounts payable .............................................        39,458          39,458             39,458
Accrued liabilities ..........................................        15,424          15,424             15,424
Notes payable ................................................       248,254         248,254             70,754
                                                                 -----------     -----------        -----------

       Total liabilities .....................................   $ 5,187,382     $ 5,187,382        $ 5,009,882


Stockholders' Equity:
   Common Stock, $.01 par value:
       5,000,000 shares authorized, 2,267,605 issued and
       outstanding, 2,467,605 as adjusted for the minimum
       aggregate offering, 3,267,605 as adjusted for the
       maximum aggregate offering ............................        22,676          24,676             32,676
   Series A preferred stock, $.001 par value, stated at
     liquidation value .......................................       500,000         500,000            500,000
   Series B convertible preferred stock, $.001 par value .....       350,000         350,000            350,000
   Series B convertible preferred stock subscribed ...........       650,000         650,000            650,000
       Less Series B convertible preferred stock subscriptions
       Receivable ............................................      (650,000)       (650,000)          (650,000)
   Additional paid-in capital ................................     2,923,596       3,081,596          3,813,596
   Common stock of parent held by subsidiary .................       (95,000)        (95,000)           (95,000)
   Accumulated other comprehensive income (loss) .............       (19,882)        (19,882)           (19,882)
   Accumulated deficit .......................................    (2,706,090)     (2,706,090)        (2,706,090)
                                                                 -----------     -----------        -----------
       Total stockholders' equity ............................       975,300       1,135,300          1,875,300
                                                                 -----------     -----------        -----------

       Total capitalization ..................................   $ 6,162,682     $ 6,322,682        $ 6,885,182
                                                                 ===========     ===========        ===========



                                       12





                             SELECTED FINANCIAL DATA

         The following  selected  financial  data should be read in  conjunction
with our financial  statements and the accompanying notes appearing elsewhere in
this prospectus.  You should also read "MANAGEMENT'S  DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION"  contained later in this prospectus.  The selected  financial
data  for the  years  ended  December  31,  1999 and  2000 is  derived  from our
financial  statements that have been audited by Grant Thornton LLP,  independent
certified  public  accountants.  The selected  financial data is not necessarily
indicative of our future  results of operations  or financial  performance.  You
should also read "RISK FACTORS" contained in this prospectus.



                                                     Years Ended December 31,
                                                   -----------------------------
                                                       1999           2000
                                                       ----           ----

                                                     (in thousands, except share
                                                         and per share data)
Statement of Operations Data:

  Total revenues ....................               $       813    $       571

  Net loss ..........................                      (884)          (404)

  Basic and diluted loss per share...                      (.42)          (.20)


  Shares used in computation ........                 2,177,196      2,248,605





                                          As of December 31, 1999    As of December 31, 2000
                                          -----------------------    --------------------------
                                                           (in thousands)
                                                                        

 Balance Sheet Data:
  Invested assets...........................    $5,180                        $3,972
  Total assets..............................     7,016                         6,163
  Total policy liabilities..................     5,336                         4,708
  Stockholders' equity......................     1,016                           975




                                       13





                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

         The following  discussion  and analysis  reviews our operations for the
years ended  December 31, 1999 and 2000.  Certain  statements  contained in this
discussion are not based on historical facts, but are forward-looking statements
that are based upon  numerous  assumptions  about  future  conditions  which may
ultimately  prove to be  inaccurate  and actual  events and  results  may differ
materially from anticipated results described in such statements. Our ability to
achieve such results is subject to certain risks and uncertainties  discussed in
the "RISK  FACTORS"  section of this  prospectus.  The following  discussion and
analysis  should be read in  conjunction  with the  discussion  about  such risk
factors and our  financial  statements  and the notes related  thereto  included
elsewhere in this prospectus.

         Currently,  our only business segment is our life insurance operations.
However, in the past, we have also provided residential mortgage loan processing
services to individuals and financing to medical accounts  receivable  factoring
entities.

Operating Data

         The following table sets forth selected information regarding operating
results for the periods indicated.

                                             Year Ended December 31,
                                            --------------------------
                                               1999           2000
                                            -----------    -----------
                                                 (in thousands)
Statement of Operations Data:
         Revenues                               $813         $  571
         Benefits, losses and expenses         1,704            975
         Net Loss                               (884)          (404)



                                                         As of December 31, 2000
                                         -----------------------------------------------------------
                                                                     As Adjusted (1)
                                                         -------------------------------------------
                                         Actual          Minimum Offering       Maximum Offering
                                         ------          ----------------       ----------------
                                                            (in thousands)
                                                                       

Balance Sheet Data:
         Cash and cash equivalents       $1,436               $1,596                 $2,159
         Total assets                     6,163                6,323                  6,886
         Total liabilities                5,187                5,187                  5,010
         Stockholders' equity               975                1,135                  1,875



-------------------------
(1)      Gives effect to the sale of the minimum and maximum number of shares of
         common stock  offered  hereby,  and the  application  of the  estimated
         proceeds therefrom. See "USE OF PROCEEDS" and "CAPITALIZATION."

Results of Operations

         Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

         Assets/Liabilities/Stockholders'  Equity.  Total assets were $6,162,682
at December 31, 2000, compared to $7,015,821 at December 31, 1999, a decrease of
12%. The decrease was due to  reductions  in policy  reserves and the  continued
reduction of our outstanding debt.


                                       14


         Total liabilities, primarily insurance reserves for future policyholder
benefits,  were  $5,187,382  at December 31,  2000,  compared to  $5,999,783  at
December 31,  1999,  a decrease of 14%.  The  decrease was due  primarily to the
surrender of annuity  policies with a resulting  decrease in reserves,  and from
repayment of a portion of our outstanding debt.

         Total stockholders'  equity was $975,300 at December 31, 2000, compared
to $1,016,038 at December 31, 1999, a decrease of 4%. The decrease was primarily
due to our net  operating  loss and  unrealized  loss on the  available-for-sale
investment portfolio. The decrease was reduced by the sale of Series B preferred
stock during the year.

         Our average gross yield on invested assets was  approximately  7.2% for
2000 and 7.8% for 1999, while the average rate credited to policyowner  accounts
was approximately 5.35% and 5.5%, respectively.

         At December 31,  2000,  net  deferred  tax assets  totaled  $37,241 and
related  primarily  to net  operating  loss  carryforwards.  Realization  of net
operating  carryforwards  is dependent on generating  sufficient  future taxable
income.   We  believe  that  our  operating   strategy  of  continuing  to  make
acquisitions of small insurance  companies,  consolidating  and streamlining the
administrative  functions of these small companies,  and improving  unprofitable
products  and  distribution  channels,  will  generate  future  taxable  income.
Although realization of net deferred tax assets is not assured, we believe these
sources will  generate  sufficient  future  taxable  income during the available
carryforward  period and that it is more likely than not that the  recorded  net
deferred tax assets will be realized.

         Revenue.  Total  revenues  decreased 30% to $570,757 for the year ended
December  31, 2000,  compared to $812,734 for the year ended  December 31, 1999.
Revenues  attributable  to life  insurance  decreased  28.5%  from  $213,598  to
$152,624 for the comparable periods.  The decrease was due primarily to the sale
of Benefit Capital, which accounted for premium revenue of $67,903, for the 1999
period,  or  approximately  111% of the total decrease.  Premium  increased 4.8%
comparatively when Benefit Capital premium is excluded.

         Investment  income  decreased  27%,  from  $519,434  for the year ended
December  31,  1999 to  $377,184  for the year ended  December  31,  2000.  This
decrease was primarily as a result of a shift in our investment portfolio, which
reduced both investment income and interest expense. The sale of Benefit Capital
also  contributed  to a  decrease  in  invested  assets  and a  decrease  in the
investment  income from those  assets.  For 1999,  Benefit  Capital  contributed
investment income of $60,802, or approximately 43% of the total decrease.

         Realized gains on the sale of available for sale investments offset the
decreases in life insurance revenue and investment income, increasing 1662% from
$5,202 to $91,679 for the years ended  December  31, 1999 and December 31, 2000,
respectively.  We reclassified  certain equity securities as trading  securities
during 2000,  which required the reporting of all unrealized gains and losses in
operations.  Due to the recent  decline in the stock  market,  we  reported  net
losses on  trading  securities  of  $159,755.  We expect to recover a portion of
these net losses during 2001.

         Other income  increased  46%, from $74,500 for the year ended  December
31, 1999 to $109,025 for the year ended December 31, 2000,  primarily due to the
recognition of deferred  gains on real estate sold in prior years.  During 2000,
we also began recognizing revenues from new administrative service contracts.

         Costs and Expenses.  Total  expenses  decreased 43% from  $1,703,951 to
$975,178  for  the  years  ended  December  31,  1999  and  December  31,  2000,
respectively.  This decrease was primarily  attributable  to our sale of Benefit
Capital  and  the  elimination  of  the  related  expenses  from  its  Louisiana
operations.  This included the amortization of the value of purchased  insurance
business  relating  to  Benefit  Capital.  Amortization  of value  of  purchased
insurance  business is expected to continue with respect to our 1999 acquisition
of Great Midwest,  but at reduced levels,  over the  premium-paying  life of the
acquired  policies.  Our cost containment  programs helped reduce costs in other
areas as well.


                                       15


         Policy  benefits  decreased  61% from $244,156 to $96,397 for the years
ended  December 31, 1999 and December  31, 2000,  respectively,  as we benefited
from more  favorable  experience.  Policy  reserves  increased  $26,873  for the
comparable  periods.  Interest expense decreased 77% from $97,402 to $22,838 for
the comparable  periods due to a repositioning of assets eliminating most of the
related  interest  expense.  Depreciation  and  amortization  decreased 70% from
$308,803 to $93,431 for the year ended  December 31, 1999 and December 31, 2000,
respectively.  This  decrease  was due to the sale of  Benefit  Capital  and the
write-off  of  goodwill  during  1999,  which  reduced the amount of such assets
subject to ongoing amortization and depreciation. General expenses decreased 34%
from $729,169 to $484,408 as a result of  eliminating  the Louisiana  operations
and the continued success of our cost containment programs.

         Losses.  We  reported  a loss  before  income  tax for the  year  ended
December 31, 2000 of $404,421, compared to a loss before income tax for the year
ended December 31, 1999 of $891,217, a 55% decrease.  The decrease 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.  Our net loss was $404,421 for the
year ended  December 31,  2000,  compared to a net loss of $883,679 for the year
ended  December  31, 1999, a decrease of 54%. The basic and diluted net loss per
common share  decreased to $0.20 per share for the year ended December 31, 2000,
compared to a loss of $0.42 per share for the year ended December 31, 1999.

Liquidity and Capital Resources

      Liquidity

         Total  assets  were $6,162,682  at  December  30,  2000,   compared  to
$7,015,821 at December 31, 1999, a decrease of  approximately  12%. The decrease
was due to the reduction of certain debt outstanding,  and temporary declines in
the value of our investment portfolio.

         Total liabilities,  including  primarily  insurance reserves for future
policyholder  benefits,  were  $5,187,382  at  December  30,  2000,  compared to
$5,999,783 at December 31, 1999, a decrease of  approximately  14%. The decrease
was due  primarily  to  repayment  of a  portion  of our  outstanding  debt  and
reduction of outstanding insurance claims.

         Total stockholders'  equity was $975,300 at December 30, 2000, compared
to $1,016,038 at December 31, 1999, a decrease of approximately 4%. The decrease
was due primarily to an increase in  accumulated  deficit caused by the net loss
of  $404,421,  offset by the sale  during  2000 of  $1,000,000  of our  Series B
Convertible  Preferred  Stock.  The  investor  has paid  $350,000  of the  total
subscription,  with the remaining $650,000 to be received pursuant to a one-year
promissory  note. The promissory  note accrues  interest at the rate of six (6%)
per annum  until  maturity.  Proceeds  from the stock sale were used for general
working capital purposes.

         The  principal  requirements  for  liquidity  in  connection  with  our
operations are in contractual  obligations to policyowners  and annuitants.  Our
contractual  obligations  include  payments  of  surrender  benefits,   contract
withdrawals,  claims under  outstanding  insurance  policies and annuities,  and
policy  loans.  Payment of  surrender  benefits is a function of  "persistency",
which  is  the  extent  to  which  insurance  policies  are  maintained  by  the
policyowner.  Policyowners,  at times,  do not pay premiums,  thus causing their
policies to lapse,  or  policyowners  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  possible  profitability
associated with the policy.


                                       16


      Capital Resources

         Although we currently have a $150,000 bank line of credit, we fund most
of our  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 December 31, 2000,  $130,000
was  outstanding  under the line of credit  and, as of April 17,  2001,  we have
$20,000 available under the credit facility.

         On January 13, 1999, we acquired 100% of the  outstanding  common stock
of GMLIC,  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.  We  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 we 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 BCLIC.  In
addition,  as of April 30, 2001, we have paid two of the three  installments due
on the promissory note held by the former stockholder.

         We have made and intend to make ongoing expenditures in connection with
our  subsidiary's  marketing  programs.   Historically,  we  have  funded  these
expenditures from cash flow from operations.

         We believe that the liquidity resulting from the transactions described
above,  together with  anticipated  cash from continuing  operations,  should be
sufficient to fund our operations and to make required payments under our 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  twelve
months. We may not, however, generate sufficient cash flow for these purposes or
to repay the notes at maturity.  Our ability to fund our  operations and to make
scheduled principal and interest payments will depend on our future performance,
which,  to  a  certain  extent,  is  subject  to  general  economic,  financial,
competitive,  legislative,  regulatory  and other  factors  that are  beyond our
control.  We believe we will be able to meet our  obligations  for  repayment or
obtain refinancing at reasonable rates, however,  there can be no assurance that
we will be able to effect any such refinancing on favorable terms.


                                    BUSINESS

General

         Summit  Life is a holding  company  whose  subsidiary,  Great  Midwest,
offers life insurance and annuity products in Oklahoma and Texas. As of December
31, 2000, we had approximately 820 life insurance policies and annuity contracts
outstanding and individual life insurance in force of approximately $14 million.
Our operating strategy is to continue to make acquisitions of small,  marginally
profitable or unprofitable  insurance companies,  consolidate and streamline the
administrative  functions of these small  companies,  improve  their  investment
yields through active asset management by a centralized investment operation and
eliminate their  unprofitable  products and  distribution  channels.  Because of
their small size, such companies are often  overlooked as potential  acquisition
candidates.  We  believe  that we are  particularly  well  suited  to make  such
acquisitions  and to  capitalize  on the cost  savings  that can be  realized by
consolidating the administrative functions of the acquired companies. We plan to
use a portion of the  proceeds of this  offering  to pursue  more small  company
acquisitions and purchases of profitable blocks of business.

         Since our  inception  in 1994,  we have  acquired  four life  insurance
companies,  three of which have been consolidated into Great Midwest.  We intend
to continue our strategy of pursuing similar acquisitions of blocks of insurance
business   and   small   insurance   companies   and   other   insurance-related
opportunities.  We  believe  that such  acquisitions  will  lower  unit costs by
increasing  the number of policies  and the amount of premiums  over which fixed
expenses are spread.


                                       17


         We are an Oklahoma  corporation;  our wholly  owned  subsidiary,  Great
Midwest, is a Texas corporation  licensed to do business as an insurance company
in the states of Texas and Oklahoma.  Our executive  offices are located at 3021
Epperly Drive,  Oklahoma City, Oklahoma 73155, and our telephone number is (405)
677-0781.

Operations

Insurance Products

General

         Through  Great  Midwest,  we sell a variety of permanent  and term life
insurance  products,  as well as flexible premium and single premium  annuities.
Through the sales of these insurance and annuity products,  we collect premiums,
which are invested by us in a variety of investments.  Our primary  objective is
to price each of our products to earn an adequate margin, or spread, between the
return we pay to the policyholder and the return we earn on our investments.

Fixed Rate Annuities

         Annuities  are  long  term  savings   vehicles  that  are  particularly
attractive to customers who are planning for retirement  and seek a secure,  tax
deferred savings product.  The individual  annuity business is a growing segment
of the savings and retirement  market and among the fastest growing  segments of
the life insurance industry.  Annuity products currently enjoy an advantage over
certain other retirement savings products, because the payment of federal income
taxes on interest credited on annuity policies is deferred during the investment
accumulation period.

         We  market,  issue and  administer  a variety  of fixed  rate  deferred
annuity  products,  including  single  premium  and  flexible  premium  deferred
annuities.  In a fixed rate deferred annuity,  the insurance company assumes the
risk of interest fluctuations and pays a minimum fixed rate of interest, usually
3% to 4% per year,  with an excess amount payable based on investment  yields of
its  investment  portfolio.  All of our  annuities  have  a  minimum  guaranteed
interest  rate.  Single  premium  deferred  annuities,  in general,  are savings
vehicles  in  which  the  policyholder  makes a  single  premium  payment  to an
insurance  company.  We also offer flexible premium deferred  annuities in which
the policyholder may elect to make more than one premium payment.  Currently, we
do not offer variable  annuity  products,  which differ from fixed  annuities in
that the principal  value may fluctuate,  depending on the performance of assets
allocated pursuant to various investment options chosen by the contract owner.

         We  periodically  establish  an  interest  crediting  rate  for our new
annuity policies,  taking into account such factors as the competitive  position
of the company,  prevailing  market rates and the  profitability  of the annuity
product.  We maintain  the initial  crediting  rate for a minimum  period of one
year. Thereafter,  we may adjust the crediting rate at our discretion,  although
historically such adjustments  generally have been made on a quarterly basis. In
establishing  renewal  crediting  rates,  we primarily  consider the anticipated
yield on our  investment  portfolio.  Interest  rates  credited  on our in force
annuity  policies  ranged from 5.05% to 8.15% at December 31,  2000.  All of our
annuity products have minimum guaranteed crediting rates of 3.0% for the life of
the policy.

         Certain of our annuity  policies have a "bonus"  crediting rate for the
first year of the policy,  which typically  exceeds the annual crediting rate by
1% to 3%.  After the first  year,  the bonus  interest  portion  of the  initial
crediting rate is automatically discontinued,  and the renewal crediting rate is
established.

         The policyholder is typically  permitted to withdraw all or part of the
premium paid plus the accumulated  interest  credited to his or her account (the
"accumulation  value"),  subject in virtually  all cases to the  assessment of a
surrender  charge for  withdrawals  in excess of specified  limits.  Most of our
traditional  annuities provide for penalty-free  withdrawals of up to 10 percent
of the  accumulation  value each year,  subject to  limitations.  Withdrawals in
excess of allowable  penalty-free amounts are assessed a surrender charge during
a penalty  period  which can range  anywhere  from five years to the term of the
policy,  with the majority of such policies being issued with a surrender charge
period of more than seven  years.  The initial  surrender  charge is generally 8
percent of the accumulation value and decreases over the penalty period.


                                       18


Tax Qualified Annuities

         We also market tax  qualified  retirement  annuities  to  employees  of
public  schools and certain  other tax exempt  organizations.  We sell these tax
sheltered  annuities,  or TSAs as they are  called  in the  insurance  industry,
primarily to teachers and other school  employees after securing the approval of
a school district,  which then generally  provides a payroll deduction  facility
for premium  payments  and allows  access to the  individual  teachers.  The TSA
products  provide for significant  penalties for early  withdrawal  which,  when
coupled with the other  restrictions of Section 403(b) of the Code (the tax code
section creating TSAs), act to minimize the risk of early surrender.

         TSA products  tend to be  purchased  by customers  who are younger than
purchasers of our other annuity products.  Therefore, our specialty TSA products
tend to  incorporate  features that are  attractive to customers in this younger
age bracket who have longer to accumulate before retirement, such as combining a
competitive  crediting interest rate with a longer surrender charge period. TSAs
are  attractive  to us because  TSAs  broaden our  customer  base and provide an
ongoing source of premium renewals. Additionally,  because of their tax features
and transfer restrictions, TSAs are less likely to be surrendered, making them a
more stable and dependable source of income for us. In addition to TSAs, we also
sell other tax qualified  retirement  annuities such as  "Individual  Retirement
Annuities" and "Simplified  Employee  Pension  Plans." Tax qualified  retirement
annuity  values  totaled  almost  $1,103,000 or  approximately  26% of the total
annuities sold by the Company since inception.

Life Insurance

         In addition to annuities, we sell whole life and term insurance.  These
products  accounted for $153,000 of collected premiums in 2000. Under whole life
policies,  the policyholder generally pays a level premium over an agreed period
or the  policyholder's  lifetime.  The annual  premium in a whole life policy is
generally higher than the premium for comparable term insurance  coverage in the
early years of the policy's  life,  but is generally  lower than the premium for
comparable  term  insurance  coverage in the later years of the  policy's  life.
These  policies  combine  insurance  protection  with a savings  component  that
increases in amount gradually over the life of the policy.  The policyholder may
borrow  against the  savings  generally  at a rate of  interest  lower than that
available  from other  lending  sources.  The  policyholder  may also  choose to
surrender  the  policy and  receive  the  accumulated  cash  value  rather  than
continuing  the insurance  protection.  Term life products  offer pure insurance
protection for a specified period of time; typically 5, 10 or 20 years. Our term
product  is  designed  for  and  sold to  individuals  ages  20  through  60 and
terminates at age 70.

Reinsurance

         Consistent with the general practice of the life insurance industry, we
reinsure portions of the coverage provided by our insurance  products with other
insurance companies under agreements of indemnity reinsurance.

         Indemnity reinsurance agreements are intended to limit a life insurer's
maximum  loss on a large or  unusually  hazardous  risk or to  obtain a  greater
diversification of risk.  Indemnity  reinsurance does not discharge the original
insurer's  primary  liability to the insured.  While our  reinsured  business is
ceded to numerous reinsurers,  our largest reinsurer accounted for approximately
78% of our total  insurance  in force at  December  31,  2000.  We  believe  the
assuming companies are able to honor all contractual  commitments,  based on our
periodic reviews of their financial  statements,  insurance industry reports and
reports filed with state insurance departments.


                                       19


         As of December 31, 2000, our policy risk retention limit on the life of
any one  individual  did not  exceed  $10,000,  while  reinsurance  ceded  by us
represented approximately 80% of gross combined life insurance in force.

Insurance Underwriting

         We follow detailed,  uniform  underwriting  practices and procedures in
our insurance business that are designed to assess risks before issuing coverage
to qualified applicants.  We have professional  underwriters who evaluate policy
applications on the basis of information  provided by applicants and others.  We
believe that our actual mortality  results compare  favorably to those of others
in the industry, and that these favorable mortality results are attributable to,
among other things, the geographic location of our customer base, as well as our
consistent application of appropriate underwriting criteria to the processing of
new customer applications.

Mortgage Loan Processing Services

         Until  1998,  we acted as a broker  and  performed  the  marketing  and
sourcing  functions of loan  origination,  while the "upstream"  companies which
actually  fund the  mortgage  loans  performed  the  underwriting  function.  In
December  1998, we sold the mortgage  services  segment to a then officer of our
company.

Medical Receivable Financing

         Until 2000, we also provided financing to medical receivable  factoring
entities.  Medical  receivables  factoring  involves  the  purchase  of accounts
receivable from doctors,  hospitals, and other health care organizations.  These
accounts receivable are due from major insurance companies, and are purchased by
factoring entities which specialize in the making of such investments, at prices
equal to some discounted percentage of their face amount. Our operations in this
area consisted of making secured loans to these  factoring  entities,  or making
direct purchase of receivables through such entities,  which were collateralized
by the medical accounts  receivable.  We discontinued  these  operations  during
2000.

Investments

         Investment  activities  are an integral part of our  business,  because
investment  income is a significant  component of our total  revenues.  Upon the
purchase by a  policyholder  of an annuity or life  contract  and payment of the
premium,  the policy is issued and delivered to the new policyholder.  The funds
are then invested as we determine based on certain  guidelines,  including those
set by the NAIC, as to the  percentage  of investment  that is placed in any one
category  of  investments.  Historically,  we have  invested a  majority  of our
available assets in securities that are issued, secured, guaranteed or backed by
federal, state or local governments, their agencies or instrumentalities.

         Profitability  is  significantly  affected by spreads between  interest
yields on investments and rates credited on insurance liabilities.  Although all
credited  rates on  single  premium  deferred  annuities  and  flexible  premium
deferred annuities may be changed at any time after their first year, changes in
credited rates may not be sufficient to maintain targeted  investment spreads in
all  economic  and  market  environments.  In  addition,  competition  and other
factors,  including the impact of the level of surrenders and  withdrawals,  may
limit our ability to adjust or to maintain  crediting rates at levels  necessary
to avoid  narrowing of spreads under certain market  conditions.  As of December
31, 2000, our average gross yield on invested assets was approximately  7.2% and
the average credited rate was 5.35%.

         We balance  the  duration  of our  invested  assets  with the  expected
duration of benefit payments arising from insurance liabilities. At December 31,
2000,  the  adjusted   modified  duration  of  debt  securities  and  short-term
investments was 6.8 years and the duration of our insurance  liabilities was 7.1
years.

         For information  regarding the composition and  diversification  of our
investment portfolio at December 31, 2000, see Note B to our Annual Consolidated
Financial Statements.


                                       20


Acquisitions and Consolidations

General

         As previously  stated,  our  operating  strategy is to continue to make
acquisitions  of  small  insurance   companies  or  their  blocks  of  business,
consolidate  and  streamline  the   administrative   functions  of  these  small
companies,  improve their investment yields through active asset management by a
centralized  investment operation and eliminate their unprofitable  products and
distribution  channels.  Since  1994,  we  have  acquired  four  life  insurance
companies. We intend to continue this strategy of pursuing similar acquisitions,
because we believe that such  acquisitions  will lower unit costs by  increasing
the number of policies and the amount of premiums over which fixed  expenses are
spread.

Historical Acquisitions

         Our growth to date has been fueled primarily through  acquisitions.  In
September 1994, we made our first acquisition, of Edmond National Life Insurance
Company,  an  Oklahoma-domiciled  life  insurance  company.  Since then, we have
continued to expand in both territory and product line,  now offering  annuities
and life insurance in Texas and Oklahoma.  Our assets have grown from $1,032,000
in 1994 to approximately $6,163,000 at December 31, 2000. According to A.M. Best
(Best's  Statistical  Study  2000),  in 1999  industry-wide  individual  annuity
premiums and fund deposits, similar to those we offer, totaled over $67 billion,
and represented  approximately  40% of overall premium dollars.  We believe that
this niche of the  insurance  industry  will continue to grow as a percentage of
total  premium   dollars  and  that  this  growth,   coupled  with  the  current
consolidation of the insurance industry,  presents us with good opportunities to
achieve our operating strategy and make profitable acquisitions.

Targeted Future Acquisitions

         We have  typically  sought  companies that are  underdeveloped,  overly
burdened with expenses or owned by financially  troubled  companies.  We believe
that the small  insurance  company  marketplace  is highly  fragmented and faces
numerous hurdles to its survival and growth over the coming years. Some of those
hurdles include the need for additional  capital and surplus due to the changing
regulatory  environment  and lack of sufficient  exit  strategies  for owners of
small,  closely-held  companies.  We believe  that these  factors  have  created
acquisition opportunities often overlooked by the large insurance companies, and
we intend to  capitalize  on these  opportunities  as we continue to execute our
growth plans.

Operations and Administration

         We have realized  relatively  low entry costs in our purchases of small
insurance   companies.   We  minimize   operating   expenses  by   centralizing,
standardizing and more efficiently performing many functions common to most life
insurance  companies.  The operations  performed by us include  underwriting and
policy administration, accounting and financial reporting, marketing, regulatory
compliance,  actuarial  services  and  asset  management.  We  believe  that  we
currently  are utilizing  less than 10% of our  information  technology  systems
capability in the administration of these back office operations.

Marketing

         Our target  markets  are  individuals  in the  middle and lower  income
brackets and small  businesses  in the states of Oklahoma and Texas.  We believe
that this market is severely  underserved as more major  companies  target their
products and agency force toward the upper income and jumbo policy  sales.  Many
large  companies no longer  offer  insurance  in face  amounts  under  $100,000.
Although we do write multi-million  dollar policies,  our average life policy is
approximately $40,000.

         The pricing of our  products is  generally  determined  by reference to
actuarial  calculations  and  statistical  assumptions  principally  relating to
mortality, persistency,  investment yield assumptions, estimates of expenses and
our judgment as to market and competitive conditions.  The premiums and deposits
received,  together  with  assumed  investment  earnings,  are designed to cover
policy benefits,  expenses and policyowner dividends plus return a profit to us.
These  profits  arise from the margin  between  mortality  charges and insurance
benefits paid, the margin between actual  investment  results and the investment
income  credited  to  policies   (either   directly  or  through   dividends  to
policyowners)  and the margin between expense charges and actual  expenses.  The
level of profits also depends on persistency  because policy  acquisition costs,
particularly  agent  commissions,  are  recovered  over the life of the  policy.
Interest  credited on policies may vary from time to time reflecting  changes in
investment,  mortality,  persistency,  expenses and other factors. Interest rate
fluctuations  have an  effect  on  investment  income  and may have an impact on
policyowner  behavior.  Increased lapses in policies may be experienced if we do
not maintain  interest  rates that are  competitive  with other  products in the
marketplace.


                                       21


         We market our products primarily through small independent property and
casualty  agencies and personal  producing  general  agents.  James L. Smith and
Charles L. Smith,  our founders as well as principal  stockholders,  also act as
agents for us. James L. Smith and Charles L. Smith are the sole  stockholders of
the Smith Agency,  which  undertakes  life insurance and financial  planning for
estates,  trusts,  and corporations and is presently a general agent for several
insurance companies.  Additionally,  the companies acquired by us generally have
had agents in place who are capable and  qualified to generate the sales desired
by us, thereby  eliminating part of the expense of recruiting and training a new
agency force.

Competition

         The insurance  business is highly  competitive with numerous  companies
offering similar products through comparable marketing and distribution systems.
Companies  typically compete for policyholders on the basis of benefits,  rates,
financial  strength and  customer  service and compete for agents and brokers on
the basis of commissions,  financial strength and customer service.  Although we
are smaller than most of our competitors,  we provide  competitive  benefits and
rates.  We believe  that our  ability to  administer  our  operations  at a much
reduced rate allows us to maintain low internal cost products.

         We  have  identified   additional  areas  where  we  have  very  little
competition  due to our size,  as well as the size of our targets.  That area is
the consolidation  field for companies of less than $10 million in total assets.
Our strategy has been to consolidate and streamline the administrative functions
of small life  insurance  companies.  Most large life  companies have high fixed
costs when  performing  acquisitions  restricting  them in the  minimum  size of
purchase they can pursue. We believe that the consolidation of the industry will
continue, and we intend to participate in the process.

Governmental Regulation

         The  federal  government  does  not  directly  regulate  the  insurance
business.  However,  federal legislation and administrative  policies in several
areas,  including  pension  regulation,  age and sex  discrimination,  financial
services  regulation  and federal  taxation,  do affect the insurance  business.
Recently,  increased  scrutiny  has been  placed upon the  insurance  regulatory
framework,  and a number  of  state  legislatures  have  considered  or  enacted
legislative  proposals that alter, and in many cases increase,  the authority of
state agencies to regulate insurance  companies and holding company systems.  In
addition,   on  November  12,  1999,  President  Clinton  signed  into  law  the
Gramm-Leach-Bliley  Act, also  commonly  known as the  "Financial  Modernization
Act,"  which  significantly   modifies  the  regulation  of  financial  services
companies.  The enactment of the  Financial  Modernization  Act,  because of its
provisions allowing  combinations between insurance  companies,  banks and other
entities,  will  undoubtedly  result in the federal  government  assuming a more
direct role in the  regulation  of the  insurance  industry.  In  addition,  the
Financial   Modernization  Act  contains  privacy  provisions  relating  to  the
protection, transfer and use of the nonpublic personal information of consumers.
Consumer privacy laws containing  expanded provisions also have been adopted, or
are under consideration, in a number of states.


                                       22


         Our insurance  subsidiary is subject to regulation  and  supervision by
the states in which it transacts  business,  presently  Texas and Oklahoma.  The
laws of these  jurisdictions  generally establish agencies with broad regulatory
authority,  including  powers  to:  (i) grant and revoke  licenses  to  transact
business;  (ii) regulate and supervise trade practices and market conduct; (iii)
establish guaranty associations;  (iv) license agents; (v) approve policy forms;
(vi) approve premium rates for some lines of business;  (vii) establish  reserve
requirements;  (viii)  prescribe  the form and  content  of  required  financial
statements  and  reports;  (ix)  determine  the  reasonableness  and adequacy of
statutory capital and surplus;  (x) perform financial,  market conduct and other
examinations;  (xi) define acceptable accounting principles;  (xii) regulate the
type and  amount of  permitted  investments;  and  (xiii)  limit  the  amount of
dividends  and surplus  debenture  payments  that can be paid without  obtaining
regulatory  approval.  As part of their routine  regulatory  oversight  process,
insurance   regulatory   departments  conduct  periodic  detailed   examinations
approximately  once every  three  years of the books,  records  and  accounts of
insurance companies domiciled in their states. These triennial  examinations are
generally  conducted in cooperation  with the  departments of two or three other
states,  under guidelines  promulgated by the NAIC, and Great Midwest is subject
to periodic  examinations  by state  regulatory  authorities in accordance  with
these provisions. However, we do not expect the results of any such examinations
to have a material effect on our financial condition.

         Most states also have enacted  legislation that regulate the activities
of insurance holding companies, including acquisitions, extraordinary dividends,
the terms of  surplus  debentures,  affiliate  transactions,  and other  related
matters.  Currently,  we are  registered as a holding  company  pursuant to such
legislation in Texas and Oklahoma.

         Most  states  have  enacted   legislation  or  adopted   administrative
regulations  that affect the  acquisition  of control of insurance  companies as
well as transactions  between insurance  companies and persons controlling them.
The nature and extent of such  legislation  and  regulations  vary from state to
state.  Most  states,  however,  require  administrative  approval  of:  (i) the
acquisition  of 10 percent  or more of the  outstanding  shares of an  insurance
company incorporated in the state; or (ii) the acquisition of 10 percent or more
of the  outstanding  stock  of an  insurance  holding  company  whose  insurance
subsidiary is incorporated  in the state.  The acquisition of 10 percent of such
shares is generally  deemed to be the  acquisition of control for the purpose of
the  holding  company  statutes.  It  requires  not only the filing of  detailed
information  concerning the acquiring  parties and the plan of acquisition,  but
also the receipt of  administrative  approval prior to the acquisition.  In many
states, however, an insurance authority may find that control does not, in fact,
exist in  circumstances  in which a person  owns or  controls  10  percent  or a
greater amount of securities.

         Under  the  solvency  or  guaranty  laws of the  states  in which we do
business,  our insurance  subsidiary also may be required to pay assessments (up
to certain prescribed limits) to fund policyholder  losses or the liabilities of
insolvent  or  rehabilitated  insurance  companies.  These  assessments  may  be
deferred  or  forgiven  under  most  guaranty  laws if they  would  threaten  an
insurer's  financial  strength.  In certain  instances,  the  assessments may be
offset against  future premium taxes.  Although we have not been required to pay
assessments in any significant  amounts, the likelihood and amount of any future
assessments cannot be estimated, as they are beyond our control.

         State insurance  regulators and the NAIC are  continually  re-examining
existing laws and regulations and their application to insurance companies. From
time to time the NAIC has adopted,  and  recommended  to the states for adoption
and implementation, several regulatory initiatives designed to decrease the risk
of  insolvency  of insurance  companies in general.  These  initiatives  include
risk-based  capital  requirements  for  determining  the levels of  capital  and
surplus an insurer must  maintain in relation to its  insurance  and  investment
risks. The NAIC regulatory  initiatives also impose restrictions on an insurance
company's ability to pay dividends to its stockholders. These initiatives may be
adopted by the various states in which we are licensed, but the ultimate content
and timing of any statutes and regulations to be adopted by the states cannot be
determined  at this time. We cannot  predict with  certainty the effect that any
proposals,  if adopted, or legislative  developments could have on our insurance
businesses and operations.


                                       23


Federal Income Taxation

         The annuity and life insurance  products that we sell generally provide
the  policyholder  with an income tax  advantage,  as compared  to other  saving
investments  such as  certificates of deposit and bonds, in that income taxation
on the  increase  in value of the  product  is  deferred  until  receipt  by the
policyholder.  Annuity benefits and life insurance benefits that accrue prior to
the death of the  policyholder  are  generally  not  taxable  until  paid.  Life
insurance  death  benefits are generally  exempt from income tax, but not estate
tax.  Also,  benefits  received on immediate  annuities  (other than  structured
settlements)  are  recognized as taxable  income  ratably as opposed to economic
accrual  methods  that may be required to be used for other  investments,  which
tend to  accelerate  taxable  income into earlier  years.  The tax advantage for
annuities and life insurance is provided in the Code, and is generally  followed
in all states and other United States taxing  jurisdictions.  This favorable tax
treatment  may give our  annuity  policies a  competitive  advantage  over other
retirement  products that do not offer this benefit. To the extent that the Code
may be revised to eliminate or reduce the tax deferred  status of life  deferred
payment annuity products, or to establish a tax deferred status to any competing
policies, our competitive advantage may be adversely affected.

         Additionally,  our insurance company subsidiary is taxed under the life
insurance  company  provisions  of the Code.  Provisions  in the Code  require a
portion of the expenses  incurred in selling  insurance  products to be deducted
over a period of years, as opposed to immediate  deduction in the year incurred.
This  provision  increases  the tax for  statutory  accounting  purposes,  which
reduces  statutory  surplus  and,  accordingly,  decreases  the  amount  of cash
dividends that may be paid by our life insurance subsidiary.

Facilities

         Our  administrative,  marketing and  production  facilities  consist of
approximately 3,000 square feet at a single location in Oklahoma City, Oklahoma.
We own this facility and the approximate 30,000 square feet of raw land adjacent
to the property.  This facility will provide room for possible expansion,  which
will likely be utilized within the next few years.

Employees

         As of the date of this  prospectus,  we have  five  employees,  most of
which perform both managerial  duties and  administrative  functions.  We expect
that we will need more employees as the size of our business grows.  None of our
employees are  represented by a labor union.  We believe that our relations with
our employees are good. Our employees also perform services for Great Midwest.

Legal Proceedings

         We are  involved  from time to time in various  legal  proceedings  and
claims incident to the normal conduct of our business.  However, we believe that
such legal  proceedings and claims,  individually and in the aggregate,  are not
likely to have a material  adverse effect on our financial  condition or results
of operations.


                                       24


                                   MANAGEMENT

Directors and Executive Officers

         Our directors and executive officers, and their ages as of the date of
this prospectus, are as follows:

         Name            Age               Position
         ----            ---               --------

James L. Smith.........  62   Chairman of the Board of Directors and Chief
                              Executive Officer
Charles L. Smith.......  42   President, Chief Operating Officer and Director
Quinton L. Hiebert.....  42   Vice  President,   Chief  Financial   Officer  and
                              Secretary
Dean Brown.............  76   Director
Thomas D. Sanders......  61   Director
Gary L. Ellis..........  57   Director

         James L. Smith has served as our Chairman of the Board,  President  and
Chief  Executive  Officer from our  inception in 1994 until April 1998, at which
time he was elected Chairman of the Board and Chief Executive Officer. Mr. Smith
has  served as  Chairman  of the Board and  President  of the Smith  Agency,  an
Oklahoma licensed  insurance agency since 1980. Mr. Smith earned the designation
of Chartered  Life  Underwriter  and  Chartered  Financial  Consultant  from the
American College in Bryn Mwar,  Pennsylvania.  Mr. Smith is also registered with
the NASD as a registered  representative.  Mr. Smith is the father of Charles L.
Smith.

         Charles L. Smith has served as our Director, Vice President,  Secretary
and Treasurer  from our inception in 1994 until April 1998, at which time he was
elected President, Chief Operating Officer and a director. Mr. Smith also serves
as President of Great Midwest Life Insurance Company, the Company's wholly owned
subsidiary.  Mr. Smith served as Chairman and  President of Charles L. Smith and
Associates,  Inc.  from 1989 until  April  1994,  when it merged  with the Smith
Agency.  Mr. Smith is Vice  President  and a director of the Smith  Agency.  Mr.
Smith has been involved in the insurance  industry for over 17 years.  Mr. Smith
is the son of James L. Smith.

         Quinton L.  Hiebert has been  employed by us since March 1996,  and was
elected as our Vice President,  Chief  Financial  Officer and Secretary in April
1998.  From  October  1989 to March 1996,  he was  employed  as Chief  Financial
Analyst at the Oklahoma  Department of Insurance.  Mr. Hiebert holds a bachelors
degree  from  Bethel  College,  Kansas  and earned  his MBA from  Emporia  State
University, Kansas. Mr. Hiebert is also a Certified Public Accountant.

         M. Dean Brown has served as a director of Summit Life Corporation since
April 1997.  Prior to Mr. Brown's  retirement in December 1997, he practiced law
at the law firm of Green, Brown and Stark, an Oklahoma City law firm. He holds a
bachelors  degree from the  University  of Oklahoma  and earned his Juris Doctor
from Oklahoma City University. Mr. Brown is also a Certified Public Accountant.

         Thomas D.  Sanders has served as a director of Summit Life  Corporation
since April 1997. He served as the Executive Vice President of Marketing for the
Lomas Life Group from 1986 to 1990 and as  Executive  Vice  President  for Union
Life Insurance  Company between 1978 and 1990. Mr. Sanders  currently  serves as
Chief Executive Officer and Director of ReUnion Marketing, Inc. He is a graduate
of Oklahoma State University.

         Gary L. Ellis has, since 1994, served Summit Life in several positions.
From 1994 until 1997,  he served  variously as Vice  President  and President of
Equity Mortgage  Services,  Inc., a wholly owned subsidiary of Summit Life until
its merger with us in late 1997.  Subsequent to the Equity Mortgage merger,  Mr.
Ellis was appointed Vice  President-Mortgage  Operations.  Since 1988, Mr. Ellis
has also owned and operated Gary L. Ellis & Associates,  which  provides tax and
accounting  services.  Mr.  Ellis  graduated  from  Oklahoma  University  with a
bachelors degree.


                                       25




Directors' Terms

         The Board of  Directors is divided  into three  classes,  each of whose
members will serve for a staggered  three-year  term. Upon the expiration of the
term of a class of  directors,  directors  in such  class  will be  elected  for
three-year terms at the annual meeting of shareholders in the year in which such
term expires.

Committees of the Board of Directors

         The  Board of  Directors  has an  Audit  Committee  and a  Compensation
Committee.   The  Audit  Committee's   functions  include:   (i)  reviewing  and
recommending  to the Board of Directors  (subject to  stockholder  approval) the
independent auditors selected to audit our financial  statements,  including the
review and  approval  of the fees  charged for all  services by the  independent
auditors; (ii) reviewing the scope of the annual audit plan; (iii) reviewing our
audited financial statements; (iv) reviewing the management letter comments from
our independent auditors,  including management's responses and plans of action;
(v) reviewing from time to time our general policies and procedures with respect
to auditing,  accounting and the  application  of resources;  (vi) reviewing any
other matters and making special inquiries and investigations  referred to it by
the Board of Directors;  and (vii) making other  recommendations to the Board of
Directors  as the  committee  may deem  appropriate.  The  members  of the Audit
Committee are James L. Smith, M. Dean Brown and Thomas D. Sanders.

         The  Compensation   Committee's   functions  include  determining  base
salaries,  annual  incentive bonus awards and other  compensation  awards to the
executive officers of Summit Life Corporation. Bonus amounts earned are based on
the attainment of budgeted performance and asset quality goals, as determined by
an objective  review of the degree of attainment of such goals,  as well as both
an  objective  and  subjective  review  of the  respective  executive  officer's
contribution thereto. Individual goals are established by the Board of Directors
in consultation  with each  executive.  Mr. James L. Smith serves as Chairman of
the Compensation Committee, and Messers Brown and Sanders comprise the remaining
committee  members.  The Company  intends to maintain at least two  independent,
nonaffiliated directors on its Board.

Director Compensation

         Each  member of the Board of  Directors  is paid an annual  stipend  of
$1,200  and a fee of $100 for each  Board of  Directors  meeting  attended.  All
directors  will  receive   reimbursement  of  reasonable  expenses  incurred  in
attending Board and Committee meetings and otherwise carrying out their duties.

Executive Compensation

         The  following  table  sets forth the total  compensation  of our Chief
Executive  Officer for the last three  fiscal  years.  No officer or director of
Summit Life Corporation received, during any of such periods, total compensation
in excess of $100,000.

                                                                                      Annual Compensation
                                                                                      -------------------

Name and Principal Position                                              Year         Salary      Other
---------------------------                                              ----         ------      -----
                                                                                       
James L. Smith, Chairman of the Board and Chief Executive Officer        2000        $12,000    $3,431 (1)
                                                                         1999        $12,000    $3,326 (1)
                                                                         1998         12,000     4,410 (1)


(1)      Represents  compensation  attributable  to Mr. Smith in connection with
         country club dues paid by us for the benefit of Mr. Smith.


                                       26


Stock Options Granted in Fiscal 2000

         We do not have a stock  option  plan,  nor have any stock  options been
granted by us outside a plan.

Employment Agreements

         In April 1997,  we entered  into  employment  agreements  with James L.
Smith  and  Charles  L.  Smith,  our  Chief  Executive  Officer  and  President,
respectively.  The  employment  agreements  provide,  among  other  things,  for
six-year terms, base and maximum salaries,  salary increases subject to Board of
Directors  approval,  annual  bonuses  and  benefits.  For  2000,  the  Board of
Directors approved base salaries to James L. Smith of $12,000, and to Charles L.
Smith of $72,000. The amount of any bonus compensation payable to James L. Smith
or Charles L. Smith is determined by the Compensation  Committee of the Board of
Directors,  in  accordance  with  criteria  set  by  such  committee;  no  bonus
compensation was granted for 2000.

         The  agreements may be terminated by mutual  agreement,  by Summit Life
Corporation at its sole discretion  without cause, or by Summit Life Corporation
for cause,  as defined.  If the agreements  are terminated for cause,  severance
payments  of  $50,000  are  payable  to each  employee.  If the  agreements  are
terminated without cause, severance payments to each employee will be equivalent
to the maximum  salary over the term of the  agreement  less amounts  previously
paid,  but not less than $360,000 for Charles L. Smith and $450,000 for James L.
Smith.


                              CERTAIN TRANSACTIONS

         Both James L. Smith and Charles L. Smith,  as the original  founders of
Summit Life,  are  considered  "promoters"  under the Securities Act of 1933. We
believe that any transactions entered into between us and these individuals have
been  on  terms  no less  favorable  to us as  those  generally  available  from
unaffiliated third parties. All such transactions have been unanimously approved
by our  board  of  directors  which,  during  2000,  included  two  independent,
nonaffiliated directors. Such independent directors did not have any interest in
the transactions  approved and had access, at our expense,  to our legal counsel
or independent legal counsel. All future affiliated  transactions and loans will
be made or  entered  into on terms that are no less  favorable  to us than those
that can be obtained from unaffiliated  third parties and, in any event, must be
approved by a majority of our independent directors who do not have any interest
in the transactions  approved and who have access, at our expense,  to our legal
counsel or independent legal counsel.


                             PRINCIPAL STOCKHOLDERS

         The following table sets forth certain  information with respect to the
beneficial  ownership of our Common Stock as of April 17, 2001,  and as adjusted
to reflect the sale of the minimum and maximum  number of shares of Common Stock
offered by us, as to:

         o        each person  known by us to  beneficially  own more than 5% of
                  our outstanding Common Stock;

         o        each of our directors;

         o        each of our  executive  officers  named in the table under the
                  heading "MANAGEMENT - Executive Compensation"; and

         o        all of our directors and executive officers as a group.

         Except as  otherwise  indicated,  the persons  named in the table below
have sole voting and investment power with respect to all shares of Common Stock
held by them.  Beneficial  ownership is determined in accordance  with the rules
and  regulations of the  Securities  Exchange  Commission.  The number of shares
beneficially  owned by a person  includes  shares of  Common  Stock  subject  to
conversion  privileges  held by that person that are  currently  exercisable  or
exercisable  within 60 days after the date of this  prospectus.  Shares issuable
pursuant to such  conversion  privileges are deemed  outstanding for purposes of
computing  the  percentage  of ownership of the person  holding such  conversion
privileges  and for all  officers and  directors as a group,  but are not deemed
outstanding in computing the percentage of any other person.


                                       27




         Applicable  percentage  ownership  in the  following  table is based on
2,267,605 shares of common stock outstanding as of April 17, 2001.

                                                        Percent of Class Beneficially Owned
                                                        -----------------------------------
                                                                           After Offering
                                                                         ------------------
Name and Address                     Shares
of Beneficial Holder(1)        Beneficially Owned  Prior to Offering     Minimum    Maximum
-----------------------        ------------------  -----------------     -------    -------
                                                                          


James L. Smith*                      693,485           30.58%              28.10      21.22%

Charles L. Smith*                    691,735           30.51%              28.03      21.17%

Dean Brown*                          100,963            4.45%               4.09%      3.09%

Quinton L. Hiebert                     5,350(3)        (2)                   (2)        (2)

Thomas D. Sanders*                     2,318           (2)                   (2)        (2)

Gary L. Ellis*                         1,532           (2)                   (2)        (2)

All executive officers and
directors as a group (6 persons)   1,495,383           65.95%              60.60%     45.76%
-------------------------------



*        Director
(1)      Address is c/o Summit Life  Corporation,  3021 Epperly Drive,  P.O. Box
         15808, Oklahoma City, Oklahoma 73155.
(2)      Less than 1%.
(3)      Mr.  Hiebert  holds 4,975  shares as Trustee of the Quinton and Samelia
         Hiebert  Revocable  Trust  and  holds  375  shares  in  his  Individual
         Retirement Account.


                          DESCRIPTION OF CAPITAL STOCK

         Our certificate of incorporation  was amended in September of 1998. The
amendment  eliminated  the  Class B common  stock and  redesignated  the Class A
common stock as,  simply,  "common  stock." The  amendment  also lowered the par
value of the  common  stock  from $.50 to $.01 per share  while  increasing  the
number of  authorized  shares of  common  stock  from  2,000,000  to  5,000,000.
Additionally,  our certificate of incorporation  was further amended to create a
new class of preferred stock.  Following the amendment,  our authorized  capital
stock  included (a) 5,000,000  shares of common stock having a par value of $.01
per share,  and (b)  5,000,000  shares of preferred  stock having a par value of
$.001 per share.  Prior to this offering  2,267,605  shares of common stock were
issued and outstanding  and 1,005,000  shares of preferred stock were issued and
outstanding.  As of April 17, 2001, we have approximately  1,424 stockholders of
record of the common stock.


                                       28


Common Stock

         Holders  of  common  stock  are  entitled  to one vote per share on all
matters to be voted on by  shareholders.  Subject to any  preference  granted to
holders of any outstanding preferred stock, holders of common stock are entitled
to receive such dividends,  if any, as may be declared by the board of directors
out of funds  legally  available  for the payment of such  dividends.  Should we
liquidate,  dissolve  or wind up,  following  the payment of all debts and other
liabilities and subject to the prior rights of holders of any class of preferred
stock,  holders  of common  stock are  entitled  to share  ratably in all assets
legally available for  distribution.  Holders of common stock have no cumulative
voting, preemptive, subscription, redemption or conversion rights. Additionally,
the rights, preferences and privileges of holders of common stock are subject to
the rights of holders of shares of any series of  preferred  stock that has been
issued and may be issued in the future.

         On January 11, 1999, a registration  statement  relating to the initial
public offering of 1,000,000  shares of our common stock was declared  effective
by the Securities and Exchange Commission. The initial public offering price was
$5.00 per share,  and the minimum  purchase per subscriber  was 100 shares.  The
offering  was closed on June 30,  1999,  resulting  in the  issuance  of 163,770
shares of our common stock and gross proceeds of $818,850.  We used the proceeds
of our initial public offering  primarily to fund  acquisitions,  repay debt and
for working capital and general corporate purposes.

Preferred Stock

         Our  certificate  of  incorporation  authorizes our board of directors,
from time to time,  to issue  shares of  preferred  stock in one or more series.
They may establish the  designations,  voting powers,  if any,  preferences  and
relative, participating, optional or other special rights, of the shares of each
such series and any  qualifications,  limitations and  restrictions on preferred
shares.  Shares  of  preferred  stock may be issued  for any  general  corporate
purpose,  including acquisitions and financing. The board of directors may issue
one or more series of preferred  stock with rights more favorable with regard to
voting,  dividends and  liquidation  than the rights of holders of common stock.
Issuance  of a series of  preferred  stock also could be used for the purpose of
discouraging,  delaying or  preventing  a change in control of Summit  Life.  No
preferred  stock  will be issued to  officers,  directors  or other  affiliates,
including  any 5%  holders  of  common  stock,  except  on the  same  terms  and
conditions offered to nonaffiliated persons.

         On April 23,  1999,  our board of  directors  approved  the issuance of
5,000 shares of nonvoting Series A preferred stock. The Series A preferred stock
provides for annual  dividends of 10% which are cumulative and for a liquidation
preference of $100 per share. The Series A preferred stock is not redeemable and
it ranks senior to the common stock.

         On September 29, 2000, our board of directors  approved the issuance of
1,000,000  shares of nonvoting  Series B preferred stock. The Series B preferred
stock  provides for such  dividends,  if any, as may be declared by the board of
directors  pursuant to law, which shall be noncumulative.  As long as any shares
of the Series B preferred  stock are  outstanding,  the Series B preferred stock
will  rank  senior  to the  common  stock as to the  payment  of  dividends  and
distribution upon  liquidation,  winding-up and dissolution.  Additionally,  the
Series B preferred  stock will rank junior to the Series A preferred  stock with
respect to the payment of dividends and equal with the Series A preferred  stock
with respect to the payment of distributions  upon  liquidation,  winding-up and
dissolution.

         The Series B preferred  stock that was issued  subject to a  promissory
note is  redeemable,  in whole or in part,  at our  option  at any time  after a
default by the Series B preferred  stockholder of his repayment obligation under
the promissory note. Each share of Series B preferred stock may be converted, at
any time after March 31, 2003, into fully paid and nonassessable whole shares of
common stock on a 1-for-1 basis, subject to the conditions of the Certificate of
Designation of Series B Convertible Preferred Stock.


                                       29


Certain Anti-Takeover Provisions

         Provisions of our certificate of incorporation and bylaws may be deemed
to have anti-takeover  effects and may delay, defer or prevent a tender offer or
takeover  attempt  that a  stockholder  might  consider  in its  best  interest,
including  those  attempts  that might result in a premium over the market price
for the shares held by stockholders.

         Classified  Board. Our certificate of incorporation  and bylaws provide
that the board of directors will be divided into three classes serving staggered
three-year  terms,  with each class to be as nearly equal in number as possible.
Currently,  James L. Smith and M. Dean Brown serve as Class 2  directors,  whose
terms expire at the 2001 annual meeting.  Charles L. Smith and Thomas D. Sanders
serve as Class 1 directors,  whose terms expire at the 2002 annual meeting. Gary
L.  Ellis  serves as Class 3  director,  whose term  expires at the 2003  annual
meeting.  This staggered  classification  of the board of directors may have the
effect of delaying or preventing changes in control and management.

         Board  of  Directors   Vacancies.   Our  certificate  of  incorporation
authorizes the board of directors to fill vacant  directorships  or increase the
size of the board of  directors.  This may  deter a  shareholder  from  removing
incumbent directors and simultaneously gaining control of the board of directors
by filling the vacancies created by such removal with its own nominees.

         No  Stockholder  Action  by  Written  Consent;  Special  Meetings.  Our
certificate of  incorporation  and bylaws further provide that  stockholders may
only take  action  at an  annual or  special  meeting  of the  stockholders  and
stockholders may not take action by written  consent,  unless taking such action
by written  consent  has been  approved  in  advance by the board of  directors.
Special  meetings of stockholders may only be held following a resolution of the
board of directors.

         Amendments  to  Our  Certificate  of  Incorporation  and  Bylaws.   The
provisions of our certificate of  incorporation  governing the attributes of our
authorized stock, amendments to the certificate of incorporation and bylaws, the
composition of the board of directors and  indemnification  of our directors and
officers may not be amended,  except in the manner from time to time  prescribed
by the laws of the State of Oklahoma. In addition, our bylaws may not be amended
without the vote of 66-2/3% of our outstanding voting stock.

         Advance  Notice  Requirements  for  Stockholder  Proposals and Director
Nominations.  Our bylaws  provide that  stockholders  seeking to bring  business
before an annual  meeting of the  stockholders,  or to nominate  candidates  for
election as directors  at an annual  meeting of the  stockholders,  must provide
timely notice prior to the meeting at which the matters are the be acted upon or
directors are the be elected. To be timely, a stockholder's notice must be given
in writing to our secretary and received at our principal  executive offices not
less  than 40 days  prior to the  meeting,  provided  that if less  than 45 days
remain until the meeting,  notice be given five days after notice of the meeting
is given  but not less  than  five  days  prior to the  meeting  with  regard to
stockholder  proposals,  and 10 days after  notice of the  meeting is given with
regard to director nominations.  This advance notice procedure does not apply to
nomination of candidates for election as directors by or at the direction of our
board of directors or a committee of the board.

         Notice to Summit  Life from a  stockholder  who  proposes to nominate a
person at a meeting for  election  as a director  must  contain all  information
about that  person as would be  required  to be  included  in a proxy  statement
soliciting  proxies  for the  election of the  proposed  nominee  including  the
person's  written  consent to serve as a director,  if so  elected,  and certain
information about the stockholder proposing to nominate that person. Stockholder
proposals must also include certain specified information.

         These   limitations  on   stockholder   proposals  do  not  restrict  a
stockholder's  right to include proposals in our annual proxy materials pursuant
to rules promulgated under the Securities Exchange Act of 1934, as amended.

         Oklahoma  Takeover  Statute.  We are  subject to Section  1090.3 of the
Oklahoma  General  Corporation  Act.  In  general,  Section  1090.3  prevents an
"interested  stockholder"  from  engaging  in a "business  combination"  with an
Oklahoma  corporation  for three years  following the date that person became an
interested stockholder, unless:


                                       30


         o        prior  to  the  date  such   person   became   an   interested
                  stockholder,  our board of directors  approved the transaction
                  in which  the  interested  stockholder  became  an  interested
                  stockholder or approved the business combination;

         o        upon  consummation  of the  transaction  that  resulted in the
                  interested stockholder becoming an interested stockholder, the
                  interested  stockholder  owns at least 85% of our voting stock
                  outstanding at the time the transaction  commenced,  excluding
                  stock  held  by  directors   who  are  also  officers  of  the
                  corporation and stock held by certain employee stock plans; or

         o        on or subsequent to the date of the  transaction in which such
                  person   became  an  interested   stockholder;   the  business
                  combination  is  approved  by the  board of  directors  of the
                  corporation and authorized at a meeting of stockholders by the
                  affirmative   vote  of  the  holders  of   two-thirds  of  the
                  outstanding  voting stock of the  corporation not owned by the
                  interested stockholder.

         Section 1090.3 defines a "business combination" to include:

         o        any merger or  consolidation  involving the corporation and an
                  interested stockholder;

         o        any sale, transfer,  pledge or other disposition  involving an
                  interested  stockholder  of 10% of more of the  assets  of the
                  corporation;

         o        subject to certain  exceptions,  any transaction which results
                  in the issuance or transfer by the corporation of any stock of
                  the corporation to an interested stockholder;

         o        any transaction involving the corporation which has the effect
                  of  increasing  the  proportionate  share of the  stock of any
                  class or series of the corporation  beneficially  owned by the
                  interested stockholder; or

         o        the  receipt  by  an  interested  stockholder  of  any  loans,
                  guarantees, pledges or other financial benefits provided by or
                  through the corporation.

         For the purposes of Section 1090.3 the "corporation"  also includes our
majority-owned subsidiaries.  In addition, Section 1090.3 defines an "interested
stockholder"  as an  entity  or person  beneficially  owning  15% or more of our
outstanding voting stock and any entity or person affiliated with or controlling
or controlled by such entity or person.  The effect of Section  1090.3 may be to
discourage certain types of transactions involving an actual or potential change
in control of Summit Life.

Transfer Agent and Registrar

         UMB Bank,  N.A.  serves as the  transfer  agent and  registrar  for our
common stock.


                         SHARES ELIGIBLE FOR FUTURE SALE

         Upon  completion  of the offering,  and assuming the maximum  number of
shares  offered  is  sold,  we  will  have  3,267,605  shares  of  common  stock
outstanding.  Of these shares,  all of the 1,000,000 shares sold in the offering
(assuming  the  maximum  number  of  shares  offered  is  sold)  will be  freely
transferable  without  restriction or further  registration under the Securities
Act of 1933. Of the remaining amount of shares outstanding,  163,770 shares were
purchased in our initial public offering in 1999 and are freely  tradable,  with
the balance eligible for public sale without registration pursuant to Rule 144.


                                       31


         In  general,  under Rule 144 as  currently  in  effect,  any person (or
persons whose shares are aggregated) who beneficially owns restricted securities
for at least one year, including the holding period of any prior owner except an
affiliate,  would be generally  entitled to sell within any three month period a
number of shares  that does not  exceed  the  greater of (i) 1% of the number of
then  outstanding  shares of the common stock or (ii) the average weekly trading
volume of the common stock in the public market  during the four calendar  weeks
preceding  the sale.  Sales  under  Rule 144 are also  subject to manner of sale
provisions,   notice   requirements  and  the  availability  of  current  public
information  about  the  company.  Any  person  (or  persons  whose  shares  are
aggregated)  who is not deemed to have been an  affiliate  of the company at any
time during the three months  preceding a sale, and who has  beneficially  owned
shares for at least two years  (including  any period of  ownership of preceding
nonaffiliated  holders),  would be  entitled  to sell  shares  under Rule 144(k)
without  regard to the volume  limitations,  manner-of-sale  provisions,  public
information requirements or notice requirements.

         In connection with our initial public offering in 1999,  James L. Smith
and Charles L. Smith were  required to enter into a  Promotional  Share  Lock-In
Agreement  with the State of Oklahoma,  pursuant to which 658,185  shares of our
common stock held by James L. Smith and 658,185  shares of our common stock held
by Charles L. Smith (the  "Promotional  Shares")  may not be  released  for sale
until one year from the  termination  date of the  offering,  or June 30,  2000.
After such date, the Promotional Shares may be released in quarterly  increments
of 2.5% per quarter,  with the remainder of the Promotional Shares available for
sale  on the  second  anniversary  of the  termination  of  the  initial  public
offering, June 30, 2001.


                              PLAN OF DISTRIBUTION

General

         We will sell shares of our common stock  according  to this  prospectus
directly to any and all  suitable  investors  in approved  states in which these
securities are registered or are exempt from registration. Currently, the common
stock has not been  registered  for sale in any states  other than  Oklahoma and
Louisiana.  This is a self-underwritten  offering with a minimum offering amount
of  200,000  shares and a maximum  of  1,000,000  shares at a price of $1.00 per
share.

         Shares of the common stock will be marketed  through  Charles L. Smith,
our  president,   who  will  not  receive  any  commissions  or  other  form  of
remuneration  based on the sale of the  shares.  After the  minimum  offering is
sold,  we may  enter  into an  agency  agreement  with  one or  more  registered
broker-dealers or registered sales agents for the sale of shares, in which event
we may pay  participating  registered  broker-dealers or registered sales agents
commissions of up to 6% of the offering  price of shares  actually sold by them.
However,  we have no agreements with anyone to pay any such fees or commissions,
and in no event will we utilize any  broker-dealers or agents until at least the
minimum offering is sold. In order to purchase shares in this offering, you must
subscribe  to  purchase  a minimum  of at least 100  shares,  unless in our sole
discretion, we decide to accept a subscription for a lesser number of shares. We
have set no maximum purchase amount.

         This offering will commence on the date of this prospectus and continue
until midnight,  Oklahoma City,  Oklahoma time, on  _____________,  2002. If the
minimum  number of shares is sold, we may terminate the offering at any time and
at less than the maximum offering. However, in no event will the offering extend
beyond  _____________,  2002.  See  "Conditions  to the  Offering and Release of
Funds" below.

         Following our acceptance,  subscriptions are binding on subscribers and
may not be revoked by the  subscriber  except with our  consent.  We reserve the
right to cancel an accepted  subscription  at any time and for any reason  until
the  proceeds  of the  offering  are  released  from  escrow  or,  in  our  sole
discretion, reject, in whole or in part, any subscription. Additionally, we may,
in our sole discretion, allocate shares of common stock among subscribers in the
event of an over-subscription of the shares to be offered in this offering.


                                       32


         Certificates  for the shares  purchased will be issued and distributed,
as soon as  practicable  after  subscription  funds are  released to Summit Life
Corporation from the subscription escrow account.

Conditions to the Offering and Release of Funds

         Subscription  proceeds,  accepted by Summit Life  Corporation,  for the
first 200,000 shares  subscribed for in the offering will be promptly  deposited
in an escrow  account with UMB Oklahoma  Bank,  National  Association,  Oklahoma
City, Oklahoma,  as escrow agent, until the conditions to the offering have been
satisfied or the offering has been  otherwise  terminated.  The offering will be
terminated,  no  shares  will be issued  and no  subscription  proceeds  will be
released  to us from  escrow  unless on or  before  ___________,  2002,  we have
accepted  subscriptions and payment in full for an aggregate of at least 200,000
shares.  If a  minimum  of  at  least  200,000  shares  has  not  been  sold  by
___________,  2002,we will promptly return all investors'  funds, with interest.
Interest on subscriptions is not otherwise payable. Any subscription proceeds we
accept after we have accepted  subscriptions for the initial 200,000 shares, but
before this offering is terminated,  will not be deposited in the escrow account
but will be  available  for  immediate  use by Summit Life  Corporation.  If the
minimum  number of shares is sold, we may  thereafter  terminate the offering at
any time and at less than the maximum offering.  In no event,  however, will the
offering extend beyond ___________, 2002.

         The escrow agent has not  investigated the desirability or advisability
of an investment in shares of common stock by prospective  investors and has not
approved, endorsed or passed upon the merits of an investment in such shares. We
may  direct  the  escrow  agent to invest  subscription  funds held in escrow in
short-term  United States Treasury  securities,  banker's  acceptances,  federal
funds,  insured or fully  collateralized  certificates of deposit and/or insured
money market accounts,  including those of the escrow agent, until released from
escrow. In no event will the subscription proceeds held in escrow be invested in
instruments  that  would  mature  after the  termination  of the  offering.  Our
management  presently expects that all subscription funds held in escrow will be
invested in short-term United States Treasury securities.

How to Subscribe

         Subscriptions  to  purchase  shares  of  common  stock  can be  made by
completing the  subscription  agreement  attached to this prospectus and mailing
the same,  with first class mail postage  prepaid,  to Summit Life  Corporation,
P.O. Box 15808,  Oklahoma City,  Oklahoma 73155 or delivering the same to Summit
Life  Corporation,  3021 Epperly Drive,  Oklahoma  City,  Oklahoma  73155.  Full
payment of the purchase price must accompany the subscription.  Unless otherwise
agreed, all subscription  amounts must be made in United States dollars by cash,
check,  bank draft or money order payable to "Summit Life  Corporation,"  in the
amount of $1.00 multiplied by the number of shares  subscribed for.  Subscribers
should retain a copy of the completed subscription agreement and form of payment
for their  records.  Any  subscriber  who intends to purchase  shares  through a
self-directed  retirement  plan should contact Summit Life  Corporation at (405)
677-0781 for directions as to how to subscribe and pay for shares.


                       WHERE YOU CAN FIND MORE INFORMATION

         We file  annual,  quarterly  and  special  reports,  as  well as  proxy
statements  and  other  information  with  the  SEC.  You may  read and copy any
document we file with the SEC at the SEC's  Public  Reference  Room at 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549 or at its Regional  Offices in Chicago,
Illinois or New York,  New York. You may obtain  further  information  about the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our
SEC filings are also  available to the public over the Internet at the SEC's web
site at  http://www.sec.gov,  which contains reports, proxy statements and other
information regarding registrants like us that file electronically with the SEC.


                                       33


         This prospectus is part of a registration  statement on Form SB-2 filed
by us with the SEC under the  Securities  Act. As permitted  by SEC rules,  this
prospectus does not contain all of the information  included in the registration
statement and the accompanying exhibits filed with the SEC. You may refer to the
registration  statement  and its  exhibits for more  information.  Copies of the
registration  statement may be inspected,  without charge, at the offices of the
SEC, or obtained at prescribed  rates from the Public  Reference  Section of the
SEC at the address set forth above.

         You should rely only on the information provided in this prospectus. We
have not authorized anyone to provide you with different information. You should
not assume that the  information  in this  prospectus is accurate as of any date
other than the date on the cover of the prospectus. We are not making this offer
of  securities  in any state or country  in which  this offer or the  acceptance
thereof would not be in compliance  with the securities or blue sky laws of such
jurisdiction.


                                 LEGAL OPINIONS

         Day, Edwards,  Propester & Christensen,  P.C.,  Oklahoma City, Oklahoma
will pass upon the validity of the securities.


                                     EXPERTS

         Our  financial  statements  as of and for the years ended  December 31,
1999 and 2000 have been included in this prospectus and  registration  statement
in reliance upon the report of Grant Thornton LLP, independent  certified public
accountants,  given on the authority of this firm as experts in  accounting  and
auditing.




                                       34



                             SUMMIT LIFE CORPORATION
                       REGISTRATION STATEMENT ON FORM SB-2

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24.  Indemnification of Directors and Officers.

         Section  1006(B)(7)  of the  General  Corporation  Act of the  State of
Oklahoma  (the  "OGCA")   authorizes  a  corporation   in  its   certificate  of
incorporation  to eliminate  or limit the  personal  liability of members of its
board of directors to the corporation or its  stockholders  for monetary damages
for  violations  of  a  director's   fiduciary  duty  of  care,  including  acts
constituting  gross  negligence.  Such a  provision  would have no effect on the
availability  of equitable  remedies,  such as an injunction or rescission,  for
breach of fiduciary duty. In addition,  no such provision may eliminate or limit
the liability of a director for breaching his duty of loyalty to the corporation
or its  shareholders,  failing to act in good  faith,  engaging  in  intentional
misconduct  or  knowingly  violating  a law,  paying  an  unlawful  dividend  or
approving an illegal stock  repurchase,  or executing any transaction from which
the director obtained an improper personal benefit.

         Section 1031 of the OGCA empowers a corporation to indemnify any person
who was or is a party to or is threatened to be made a party to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation),  by  reason  of the fact  that he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful. With respect to actions or suits by or in the right of the
corporation,  such indemnification is limited to expenses (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or settlement of such action or suit. Further, no indemnification  shall
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the court in which such action or suit was  brought  shall  determine  upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which the court shall deem proper.  Additionally,  a
corporation is required to indemnify its directors and officers against expenses
to the extent that such directors or officers have been successful on the merits
or otherwise in defense of any action,  suit or proceeding  referred to above or
in defense of any claim, issue or matter therein.

         An  indemnification  can  be  made  by  the  corporation  only  upon  a
determination made in the manner prescribed by the statute that  indemnification
is proper in the circumstances because the party seeking indemnification has met
the applicable standard of conduct as set forth in the OGCA. The indemnification
provided by the OGCA shall not be deemed  exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaw,  agreement,  vote
of stockholders or disinterested directors, or otherwise. A corporation also has
the power to purchase  and maintain  insurance on behalf of any person  covering
any  liability  incurred by such person in his capacity as a director,  officer,
employee  or agent of the  corporation,  or  arising  out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability. The indemnification provided by the OGCA shall, unless otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                      II-1




The Registrant's Charter and Bylaw Provisions

         The   Registrant's   First   Amended  and   Restated   Certificate   of
Incorporation  (i) limits its directors'  liability for monetary  damages to the
Registrant  and its  shareholders  for breach of fiduciary duty except under the
circumstances  outlined in Section  1006(B)(7)  of the OGCA as described  above,
(ii) provides for  elimination  or limitation of liability to the fullest extent
permitted  should the OGCA be amended to authorize  corporation  action  further
eliminating  or limiting the personal  liability of directors and (iii) provides
for indemnification to the fullest extent permitted by Section 1031 of the OGCA.

Item 25.  Other Expenses of Issuance and Distribution.

         The following table sets forth the various  expenses in connection with
the sale and  distribution of the securities being  registered.  All expenses of
registration  of the Shares  will be borne by the  Company.  All of the  amounts
shown are estimates, except the registration fee.

      Securities and Exchange Commission registration fee...    $  250.00

      Legal fees and expenses...............................   $40,000.00

      Accounting fees and expenses..........................   $30,000.00

      Printing and engraving expenses.......................   $25,000.00

      Blue sky fees and expenses............................   $ 4,750.00
                                                               ----------

               TOTAL EXPENSES                                 $100,000.00
                                                              ===========

Item 26. Recent Sales of Unregistered Securities.

         The  following  sets  forth  certain  information  regarding  sales  of
securities  of the Company  issued  within the past three years,  which were not
registered  pursuant to the Securities Act of 1933, as amended (the  "Securities
Act").

         On January 13, 1998,  pursuant to the terms of that certain acquisition
agreement between the Company and Benefit Capital Life Investment Corporation, a
Louisiana corporation, the Company issued 100,000 shares of common stock for all
of the issued and outstanding  stock of BCLIC.  It is the Company's  belief that
Benefit  Capital Life  Investment  Corporation  was a  "sophisticated  investor"
within the meaning of Section 4(2) of the Securities  Act and that,  pursuant to
the  negotiations  by which BCLIC was acquired by the Company,  it had access to
information regarding the Company and the proposed transaction.

         In February 1998, the following directors, as compensation for services
rendered to the Company,  were issued the following  shares of common stock: (i)
462 shares to Dean Brown;  (ii) 962 to Gary Ellis;  (iii) 962 to Thomas Sanders;
(iv) 500 to Gary Skibicki; (v) 961 to Charles L. Smith; and (vi) 961 to James L.
Smith. No sales  commissions  were paid in connection  with such  issuances.  In
April 1998, the following  directors,  as compensation for services  rendered to
the Company, were issued the following shares of common stock: (i) 500 shares to
Dean Brown; (ii) 570 to Gary Ellis;  (iii) 1,355 to Thomas Sanders;  (iv) 570 to
Gary  Skibicki;  (v) 1,392 to Charles L.  Smith;  (vi) 1,393 to James L.  Smith;
(vii) 820 to Randal Beach; and (viii) 285 to Russell Graham. The securities were
issued in reliance on the exemption from  registration  provided by Section 4(2)
of the Securities Act.

         In April 1998, pursuant to the provisions of the convertible debentures
of the Company held by Quinton Hiebert, an executive officer of the Company, Mr.
Hiebert was issued 3,000 shares of common stock. No sales  commissions were paid
in connection with such issuance.  The securities were issued in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act.


                                      II-2



         In April 1998, in lieu of  commissions  payable,  an agent received 262
shares of common stock. No sales  commissions  were paid in connection with such
issuance.  The  securities  were  issued  in  reliance  on  the  exemption  from
registration provided by Section 4(2) of the Securities Act.

         In April of 1999,  the Company  issued 4,892 shares of a newly  created
class of preferred stock, resulting in gross proceeds of approximately $489,200.
In October 1999, the Company issued an additional 108 shares of preferred stock,
resulting  in gross  proceeds  to the Company of  $10,800.  It is the  Company's
belief that each of the individuals to whom the preferred stock was issued was a
"sophisticated  investor"  within the meaning of Section 4(2) of the  Securities
Act and that each such investor had access to information  regarding the Company
and the proposed transaction.  No sales commissions were paid in connection with
the sale of the preferred  stock and the  securities  were issued in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act.

         On September 30, 2000, the Company issued  1,000,000  shares of a newly
created class of Series B Convertible  Preferred Stock to an accredited investor
for an aggregate consideration of $1,000,000. The Company has collected $350,000
of the  aggregate  consideration,  with the  remaining  $650,000 of the purchase
price to be paid to the Company  pursuant  to a one-year  promissory  note.  The
promissory note accrues interest at the rate of six percent (6%) per annum until
maturity.  No sales  commissions  were paid in  connection  with the sale of the
Series B Convertible  Preferred stock and the securities were issued in reliance
on the  exemption  from  registration  provided by Section  4(2) and Rule 506 of
Regulation  D of the  Securities  Act of  1933.  Each  share  of  the  Series  B
Convertible Preferred Stock may be converted,  at any time after March 31, 2003,
into fully paid and nonassessable  whole shares of the Company's common stock on
a 1-for-1 basis,  subject to the conditions of the Certificate of Designation of
Series B Convertible Preferred Stock.

                                      II-3



Item 27.  Exhibits.

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

         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*     Form of Promotional Shares Lock-In Agreement (filed as Exhibit
                  4.3 to the Company's Registration Statement on Form SB-2, file
                  number 333-65097 and incorporated herein by reference)

         4.4*     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)

         4.5*     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)

         4.6**    Specimen  Certificate  of the Series B  Convertible  Preferred
                  Stock

         4.7*     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)

         5.1**    Opinion of Day, Edwards,  Propester & Christensen,  P.C. as to
                  the legality of the securities being registered

         10.1*    Employment  Agreement  by and between the Company and James L.
                  Smith  (filed as Exhibit  10.1 to the  Company's  Registration
                  Statement on Form SB-2, file number 333-65097 and incorporated
                  herein by reference)

         10.2*    Employment Agreement by and between the Company and Charles L.
                  Smith  (filed as Exhibit  10.2 to the  Company's  Registration
                  Statement on Form SB-2, file number 333-65097 and incorporated
                  herein by reference)

                                      II-4



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

         10.3*    Stock Purchase  Agreement by and between the Company and BCLIC
                  (filed as Exhibit 10.3 to the Company's Registration Statement
                  on Form SB-2, file number 333-65097 and incorporated herein by
                  reference)

         10.4*    Stock Purchase Agreement between the Company and Orville Homer
                  Miller  et  al.  (filed  as  Exhibit  10.4  to  the  Company's
                  Registration Statement on Form SB-2, file number 333-65097 and
                  incorporated herein by reference)

         10.5**   Escrow Agreement between the Company and UMB Bank

         10.6*    Stock   Purchase   Agreement   between  the  Company  and  CLS
                  Enterprises,  Inc.  (filed as  Exhibit  10.6 to the  Company's
                  Registration Statement on Form SB-2, file number 333-65097 and
                  incorporated herein by reference)

         10.7*    Designated  Agency Officer Agreement (filed as Exhibit 10.7 to
                  the Company's Registration Statement on Form SB-2, file number
                  333-65097 and incorporated herein by reference)

         10.8*    Stock  Purchase  Agreement  between  Summit Life  Corporation,
                  Seller,  and First Alliance  Insurance  Company,  Buyer, dated
                  November  10,  1999  (filed as  Exhibit  2.1 to the  Company's
                  Current  Report  on Form  8-K  filed  November  24,  1999  and
                  incorporated herein by reference)

         10.9*    Stock Purchase Agreement between Texas Savings Holding Company
                  and Great Midwest Life Insurance  Company,  dated February 15,
                  2000 (filed as Exhibit 10.7 to the Company's  Annual Report on
                  Form 10-KSB for the fiscal year ended December 31, 1999,  file
                  number 000-25253 and incorporated herein by reference)

         21.1*    List of  subsidiaries  (filed as Exhibit 21.1 to the Company's
                  Registration Statement on Form SB-2, file number 333-55722 and
                  incorporated herein by reference)

         23.1**   Amended Consent of Grant Thornton LLP,  Independent  Certified
                  Public Accountants

         23.2**   Consent  of  Day,  Edwards,  Propester  &  Christensen,   P.C.
                  (included in Exhibit 5.1)

         99.1**   Amended Form of Subscription  Agreement

         *        Previously filed.
         **       Filed herewith.


                                      II-5




Item 28.  Undertakings.

         The undersigned Registrant hereby undertakes that:

         (1) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, treat the information  omitted from the form of prospectus filed
as part of this Registration  Statement in reliance upon Rule 430A and contained
in a form of prospectus  filed by the  registrant  pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act as part of this Registration Statement as
of the time the Commission declared it effective.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities  Act,  treat each  post-effective  amendment  that contains a form of
prospectus  as a new  registration  statement of the  securities  offered in the
registration statement,  and that offering of the securities at that time as the
initial bona fide offering of those securities.

         (3) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to:

         (a)      include any  prospectus  required  by section  10(a)(3) of the
                  Securities Act;

         (b)      reflect  in  the   Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the registration statement; notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high and of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed with the  Commission  pursuant to Rule 424(b) if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than 20 percent change in the maximum aggregate offering price
                  set forth in the  "Calculation of  Registration  Fee" table in
                  the effective registration statement. and

         (c)      include any additional or changed material  information on the
                  plan of distribution.

         (4) To file a post-effective  amendment to remove from registration any
of the securities that remain unsold at the termination or end of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-6




                                   SIGNATURES

         In accordance with the  requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements of filing on Form SB-2 and has authorized this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,  in
the City of Oklahoma City, State of Oklahoma, on May 7, 2001.

                             SUMMIT LIFE CORPORATION
                             an Oklahoma corporation

                             By:  /s/ Charles L. Smith
                                  --------------------
                                   Charles L. Smith, President

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:


                     NAME AND TITLE                             DATE
                     --------------                             ----

/s/ *James L. Smith                                          May 7, 2001
---------------------------
James L. Smith,
         Chairman of the Board of Directors and
         Chief Executive Officer
         (Principal Executive Officer)

/s/ Charles L. Smith                                         May 7, 2001
---------------------------
Charles L.Smith,
         President, Chief Operating Officer and
         Director
         (Principal Executive Officer)

/s/ *M. Dean Brown                                           May 7, 2001
---------------------------
 M. Dean Brown,
         Director

/s/ *Thomas D. Sanders                                       May 7, 2001
---------------------------
Thomas D.Sanders,
         Director

/s/ *Gary L. Ellis                                           May 7, 2001
------------------------------------
Gary L. Ellis,
         Director

/s/ Quinton L. Hiebert                                       May 7, 2001
---------------------------
Quinton L.Hiebert,
         Vice President, Chief Financial Officer
         and Secretary
         (Principal Financial and Accounting Officer)

*        By:  Charles L. Smith
              ----------------
              Attorney-in-fact

                                      II-7





                                   SIGNATURES

         In accordance with the  requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements of filing on Form SB-2 and has authorized this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,  in
the City of Oklahoma City, State of Oklahoma, on May 7, 2001.

                             SUMMIT LIFE CORPORATION
                             an Oklahoma corporation

                              /s/ Charles L. Smith
                          By: _________________________
                              Charles L. Smith, President

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:

                     NAME AND TITLE                             DATE
                     --------------                             ----
/s/ *James L. Smith
___________________________________________                  May 7, 2001
James L. Smith,
         Chairman of the Board of Directors and
         Chief Executive Officer
         (Principal Executive Officer)

/s/ Charles L. Smith
___________________________________________                  May 7, 2001
Charles L. Smith,
         President, Chief Operating Officer and
         Director
         (Principal Executive Officer)

/s/ *M. Dean Brown
___________________________________________                  May 7, 2001
M. Dean Brown,
         Director

/s/ *Thomas D. Sanders
___________________________________________                  May 7, 2001
Thomas D. Sanders,
         Director

/s/ *Gary L. Ellis
___________________________________________                  May 7, 2001
Gary L. Ellis,
         Director

/s/ Quinton L. Hiebert
___________________________________________                  May 7, 2001
 Quinton L. Hiebert,
         Vice President, Chief Financial Officer
         and Secretary
         (Principal Financial and Accounting Officer)

                                      II-8




                          INDEX TO FINANCIAL STATEMENTS

Summit Life Corporation

Consolidated Financial Statements as of and for the Years Ended
   December 31, 1999 and 2000
     Report of Independent Certified Public Accountants.................   F-3
     Consolidated Balance Sheets........................................   F-4
     Consolidated Statements of Operations..............................   F-6
     Consolidated Statement of Stockholders' Equity.....................   F-7
     Consolidated Statements of Cash Flows..............................   F-8
     Notes to Consolidated Financial Statements.........................   F-10



                                      F-1








                      [THIS PAGE LEFT BLANK INTENTIONALLY]




                                      F-2



               Report of Independent Certified Public Accountants
               --------------------------------------------------


Board of Directors
Summit Life Corporation

We have  audited the  accompanying  consolidated  balance  sheets of Summit Life
Corporation and Subsidiaries,  as of December 31, 1999 and 2000, and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Summit
Life  Corporation  and  Subsidiaries,  as of December 31, 1999 and 2000, and the
consolidated  results of their operations and their  consolidated cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.






GRANT THORNTON LLP

Oklahoma City, Oklahoma
February 21, 2001

                                      F-3






                    Summit Life Corporation and Subsidiaries


                           CONSOLIDATED BALANCE SHEETS

                                  December 31,


                                    ASSETS                            1999         2000
                                                                   ----------   ----------
                                                                          

INVESTMENTS
    Debt and equity securities                                     $3,286,869   $2,939,740
    Notes receivable                                                  312,864      941,878
    Short-term investments                                          1,470,000         --
    Policy loans                                                       37,947       33,382
    Investment real estate, net of accumulated depreciation of
       $6,080 in 1999                                                  72,580         --
    Investments in limited partnerships                                  --         57,300
                                                                   ----------   ----------
                                                                    5,180,260    3,972,300

CASH AND CASH EQUIVALENTS                                             935,746    1,436,338

RECEIVABLES
    Accrued investment income                                          85,753       41,984
    Advances to affiliates                                             10,000        9,928
    Other                                                               4,808         --
                                                                   ----------   ----------
                                                                      100,561       51,912

PROPERTY AND EQUIPMENT - AT COST
    Building and improvements                                         129,419      129,419
    Furniture and equipment                                           114,470      116,570
    Automobiles                                                        54,015       22,015
                                                                   ----------   ----------
                                                                      297,904      268,004
       Less accumulated depreciation                                   88,573      102,638
                                                                   ----------   ----------
                                                                      209,331      165,366
    Land                                                               56,000       56,000
                                                                   ----------   ----------
                                                                      265,331      221,366

OTHER ASSETS
    Cost in excess  of net  assets of  business  acquired,  less
       accumulated  amortization  of $5,000 in 1999 and $ 10,000
       in 2000                                                         45,000       40,000
    Deferred policy acquisition costs                                  42,226       57,527
    Value of  purchased  insurance  business,  less  accumulated
       amortization of $52,965 in 1999 and $101,872 in 2000           370,758      321,851
    Deferred income taxes                                              37,241       37,241
    Other                                                              38,698       24,147
                                                                   ----------   ----------
                                                                      533,923      480,766
                                                                   ----------   ----------

                                                                   $7,015,821   $6,162,682
                                                                   ==========   ==========


        The accompanying notes are an integral part of these statements.

                                      F-4







                    Summit Life Corporation and Subsidiaries

                     CONSOLIDATED BALANCE SHEETS - CONTINUED

                                  December 31,


       LIABILITIES AND STOCKHOLDERS' EQUITY                         1999           2000
                                                                -----------    -----------
                                                                         

LIABILITIES
    Policy reserves and policyholder funds                      $ 5,335,971    $ 4,708,295
    Unpaid claims                                                   107,000        175,951
    accounts payable                                                 74,742         39,458
    accrued and other liabilities                                    28,713         15,424
    Advances from affiliates                                         11,138           --
    Notes payable                                                   442,219        248,254
                                                                -----------    -----------

                                                                  5,999,783      5,187,382

COMMITMENTS AND CONTINGENCIES                                          --             --

STOCKHOLDERS' EQUITY
    Common  stock, $.01 par value - authorized, 5,000,000
       shares; issued 2,267,605 shares                               22,676         22,676
    Series A  cumulative  preferred  stock, $.001 par value -
       authorized, issued, and outstanding, 5,000 shares;
       stated at liquidation value                                  500,000        500,000
    Series B  convertible  preferred  stock, $.001 par value -
       authorized, 1,000,000 shares; issued and outstanding,
       350,000 shares in 2000; stated at liquidation value             --          350,000
    Additional paid-in capital                                    2,923,596      2,923,596
    Common stock of parent held by subsidiary - 19,000 shares       (95,000)       (95,000)
    Series B convertible preferred stock subscribed                    --          650,000
    Accumulated other comprehensive loss                            (83,565)       (19,882)
    Accumulated deficit                                          (2,251,669)    (2,706,090)
                                                                 -----------   -----------
                                                                   1,016,038     1,625,300
       Less stock subscriptions receivable                             --          650,000
                                                                 -----------   -----------
                                                                   1,016,038       975,300
                                                                 -----------   -----------

                                                                 $ 7,015,821   $ 6,162,682
                                                                 ===========   ===========


        The accompanying notes are an integral part of these statements.

                                      F-5







                    Summit Life Corporation and Subsidiaries


                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,


                                                                      1999           2000
                                                                      ----           ----
                                                                           


Revenues
    Insurance premiums and other considerations                   $   213,598    $   152,624
    Investment income                                                 519,434        377,184
    Net realized gains on sale of available for sale securities         5,202         91,679
    Net losses on trading securities                                     --         (159,755)
    Other                                                              74,500        109,025
                                                                  -----------    -----------
                                                                      812,734        570,757

Benefits, losses, and expenses
    Policy benefits                                                   244,156         96,397
    Increase in policy reserves                                       208,160        235,033
    Interest                                                           97,402         22,838
    Taxes, licenses, and fees                                          58,437         43,071
    Depreciation and amortization                                     308,803         93,431
    General, administrative, and other operating                      729,169        484,408
    Loss on disposal of subsidiary                                     57,824           --
                                                                  -----------    -----------
                                                                    1,703,951        975,178
                                                                  -----------    -----------

                  Loss before income taxes                           (891,217)      (404,421)

Income tax benefit - current                                           (7,538)          --
                                                                  -----------    -----------

                  Net loss                                           (883,679)      (404,421)

Preferred stock dividends                                              28,830         50,000
                                                                  -----------    -----------

                  NET LOSS TO COMMON STOCKHOLDERS                 $  (912,509)   $  (454,421)
                                                                  ===========    ===========

Basic and diluted net loss per common share                       $      (.42)   $      (.20)
                                                                  ===========    ===========

Weighted average outstanding common shares, basic and diluted       2,177,196      2,248,605
                                                                  ===========    ===========


        The accompanying notes are an integral part of these statements.

                                      F-6





                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                     Years ended December 31, 1999 and 2000




                                                                                     Series A cumulative       Series B convertible
                                                              Common stock             preferred stock           preferred stock
                                                       -------------------------  ------------------------  ------------------------
                                                          Shares         Par         Shares    Liquidation     Shares    Liquidation
                                             Total        issued        value        issued       value        issued       value
                                          -----------  -----------   -----------  -----------  -----------  -----------  -----------
                                                                                                    
Balance at January 1, 1999                $   776,830    2,054,735   $    20,547         --    $      --           --    $      --

Sale of common stock, net of offering
   expenses of $110,488                       711,934      163,770         1,638         --           --           --           --

Sale of preferred stock                       500,000         --            --          5,000      500,000         --           --

Collection of stock subscriptions
   receivable                                  39,130       30,100           301         --           --           --           --

Issuance of common stock of parent
   to subsidiary                                 --         19,000           190         --           --           --           --

Dividends on Series A preferred stock         (18,627)        --            --           --           --           --           --

Comprehensive loss
   Net loss                                  (883,679)        --            --           --           --           --           --
   Other comprehensive loss
      Unrealized loss on investments, net    (109,550)
                                          -----------
              Comprehensive loss             (993,229)
                                          -----------  -----------   -----------  -----------  -----------  -----------  -----------


Balance at December 31, 1999                1,016,038    2,267,605        22,676        5,000      500,000         --           --

Sale of preferred stock                       350,000         --            --           --           --        350,000      350,000

Dividends on Series A preferred stock         (50,000)        --            --           --           --           --           --

Comprehensive loss
   Net loss                                  (404,421)        --            --           --           --           --           --
   Other comprehensive income
      Unrealized gain on investments, net      63,683
                                          -----------
              Comprehensive loss             (340,738)
                                          -----------  -----------   -----------  -----------  -----------  -----------  -----------

Balance at December 31, 2000              $   975,300    2,267,605   $    22,676        5,000  $   500,000      350,000  $   350,000
                                          ===========  ===========   ===========  ===========  ===========  ===========  ===========

                                                          Common
                                                         stock of                 Accumulated
                                           Additional     parent                     other                     Stock
                                            paid-in      held by        Stock    comprehensive Accumulated subscriptions
                                            capital     subsidiary    subscribed income (loss)   deficit     receivable
                                          -----------  -----------   -----------  -----------  -----------  -----------

Balance at January 1, 1999                $ 2,079,661  $      --     $    39,130  $    25,985  $(1,349,363) $   (39,130)

Sale of common stock, net of offering
   expenses of $110,488                       710,296         --            --           --           --           --

Sale of preferred stock                          --           --            --           --           --           --

Collection of stock subscriptions
   receivable                                  38,829         --         (39,130)        --           --         39,130

Issuance of common stock of parent
   to subsidiary                               94,810      (95,000)         --           --           --           --

Dividends on Series A preferred stock            --           --            --           --        (18,627)        --

Comprehensive loss
   Net loss                                      --           --            --           --       (883,679)        --
   Other comprehensive loss
      Unrealized loss on investments, net                                            (109,550)

              Comprehensive loss
                                          -----------  -----------   -----------  -----------  -----------  -----------


Balance at December 31, 1999                2,923,596      (95,000)         --        (83,565)  (2,251,669)        --

Sale of preferred stock                          --           --         650,000         --           --       (650,000)

Dividends on Series A preferred stock            --           --            --           --        (50,000)        --

Comprehensive loss
   Net loss                                      --           --            --           --       (404,421)        --
   Other comprehensive income
      Unrealized gain on investments, net                                              63,683

              Comprehensive loss
                                          -----------  -----------   -----------  -----------  -----------  -----------

Balance at December 31, 2000              $ 2,923,596  $   (95,000)  $   650,000  $   (19,882) $(2,706,090) $  (650,000)
                                          ===========  ===========   ===========  ===========  ===========  ===========




         The accompanying notes are an integral part of this statement.

                                       F-7






                    Summit Life Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,


                                                                                               1999           2000
                                                                                           -----------    -----------
                                                                                                    
Increase (Decrease) in Cash and Cash Equivalents

Cash flows from operating activities
    Net loss                                                                               $  (883,679)   $  (404,421)
    Adjustments to reconcile net loss to net cash used in operating activities
       Depreciation and amortization                                                           303,472         86,627
       Deferral of policy acquisition costs                                                    (26,631)       (22,105)
       Amortization of deferred policy acquisition costs                                         5,331          6,804
       Interest credited to policyholder account balances                                      233,523        211,030
       Gain on sale of investment securities, other than trading                                (5,202)       (91,679)
       Gain on sale of assets                                                                   (1,664)       (83,805)
       Loss on disposal of subsidiary                                                           57,824           --
       Other                                                                                   (29,107)        26,604
       (Increase) decrease in
           Trading securities                                                                     --         (113,643)
           Accrued investment income                                                           144,242         43,769
           Other receivables                                                                    (9,430)         4,808
           Other assets                                                                        (29,668)        (5,449)
       Increase (decrease) in
           Policy reserves                                                                     (28,388)         6,880
           Unpaid claims                                                                          --           68,951
           Accounts payable                                                                    154,710        (47,311)
           Accrued and other liabilities                                                      (120,193)       (13,289)
                                                                                           -----------    -----------

                  Net cash used in operating activities                                       (234,860)      (326,229)

Cash flows from investing activities
    Purchases of investment securities, other than trading                                  (2,627,174)    (3,728,505)
    Proceeds from disposition or maturities of investment securities, other than trading     1,830,142      5,808,035
    Net investment in limited partnerships                                                        --          (57,300)
    Issuance of notes receivable                                                               (71,000)      (517,000)
    Payments received on notes receivable                                                    1,015,251         49,297
    Increase (decrease) in policy loans                                                        (12,226)         4,565
    Payments on advances to affiliates                                                            --               72
    Purchase of property and equipment                                                          (6,636)        (2,100)
    Proceeds from sale of assets                                                               165,500          8,419
    Net cash paid in acquisition of business                                                  (406,766)          --
    Net cash acquired on disposal of subsidiary                                                 86,869           --
                                                                                           -----------    -----------

                  Net cash provided by (used in) investing activities                          (26,040)     1,565,483

Cash flows from financing activities
    Deposits to policyholder account balances                                                   67,009        166,857
    Withdrawals from policyholder account balances                                            (394,212)    (1,012,443)
    Payments on notes payable                                                               (1,492,731)      (213,965)
    Payments on advances from affiliates                                                        (4,862)       (11,138)
    Proceeds from issuance of notes payable                                                    510,000         20,000
    Proceeds from stock subscriptions receivable                                                39,130           --
    Proceeds from sale of common and preferred stock                                         1,039,172        350,000
    Dividends paid on preferred stock                                                          (18,627)       (37,973)
    Initial public offering costs                                                              (40,429)          --
                                                                                           -----------    -----------

                  Net cash used in financing activities                                       (295,550)      (738,662)
                                                                                           -----------    -----------

                  NET INCREASE (DECREASE) IN CASH
                     AND CASH EQUIVALENTS                                                     (556,450)       500,592

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

Cash and cash equivalents at end of year                                                   $   935,746    $ 1,436,338
                                                                                           ===========    ===========


                                      F-8





                    Summit Life Corporation and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                             Year ended December 31,


                                                                                                1999            2000
                                                                                             ----------     -----------
                                                                                                      
Cash paid (received) during the year for:

    Interest                                                                                 $  246,000     $    32,000
    Income taxes                                                                                 (7,000)    $       -

Noncash investing and financing activities:

    Notes receivable acquired on sale of investment real estate                              $      -       $    94,000

    Purchase of an automobile by the incurrence of a note payable                                14,059             -

    Conversion of convertible notes, other notes payable, and accrued interest
       to common stock                                                                          281,700             -

    Acquisition of Great Midwest Life Insurance Company in exchange for
       issuance of note payable and cash (note M)                                               331,807             -
           In conjunction with the acquisition, assets were acquired and
           liabilities were assumed as follows:
              Estimated fair value of assets acquired, including
                  cash and cash equivalents of $250,546             $ 1,349,905
              Liabilities assumed                                      (360,786)
              Issuance of note payable                                 (331,807)
                                                                    -----------

                     Cash paid                                     $    657,312
                                                                    ===========

    Disposal of Benefit Capital Life Insurance Company in exchange for
       stock and cash (note N)                                                                   62,500             -
           In conjunction with the disposal, assets were sold and
           liabilities were transferred as follows:
              Book value of assets sold, including cash and
                  cash equivalents of $432,460                      $ 1,597,816
              Liabilities transferred                                  (958,163)
                                                                     -----------

                         Net assets sold                                639,653

              Proceeds from sale
                  Cash received                                         519,329
                  First Alliance Corporation common
                     stock received                                      62,500
                                                                   ------------
                                                                        581,829

                     Loss on disposal of subsidiary               $      57,824
                                                                   ============


        The accompanying notes are an integral part of these statements.

                                       F-9





                    Summit Life Corporation and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

    1.     Basis of Consolidation and Nature of Operations
           -----------------------------------------------

     The consolidated  financial  statements include the accounts of Summit Life
     Corporation  (SLC) and its wholly  owned  subsidiaries  (collectively,  the
     Company).  Wholly  owned  subsidiaries  included  Summit  Life and  Annuity
     Company  (SLAC),  Family Benefit Life Insurance  Company  (FBLIC),  Benefit
     Capital Life Insurance  Company  (BCLIC),  and Great Midwest Life Insurance
     Company  (GMLIC).  BCLIC was  acquired  on January 13, 1998 and was sold on
     December 30, 1999. GMLIC was acquired on January 13, 1999. FBLIC was merged
     into GMLIC with an  effective  date of February 1, 1999.  In October  1999,
     GMLIC and SLAC  received the necessary  regulatory  approvals to complete a
     reinsurance  agree-ment which transferred all of SLAC's insurance  business
     to  GMLIC.   Effective  November  24,  1999,  SLAC  was  merged  into  SLC.
     Intercompany transactions and balances have been eliminated.

     SLC is a holding  company which  specializes  in the sale of life insurance
     products through its life insurance subsidiary, GMLIC. GMLIC is licensed in
     Oklahoma  and Texas and  primarily  sells  fixed  rate  annuities  and life
     insurance products.

    2.     Use of Estimates
           ----------------

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  ___ that affect  certain  reported  amounts  and  disclosures;
     accordingly, actual results could differ from those estimates.

    3.     Cash and Cash Equivalents
           -------------------------

     cash  equivalents  include time deposits and  certificates  of deposit with
     maturities when acquired of three months or less and money market funds.

     The Company  maintains its cash and cash  equivalents in accounts which may
     not be federally  insured.  The Company has not  experienced  any losses in
     such accounts and believes it is not exposed to any significant credit risk
     on such accounts.

    4.     Investments
           -----------

     The Company accounts for certain  investments in debt and equity securities
     as follows:

     o    Debt  securities  that the Company has the positive intent and ability
          to hold to maturity are classified as held-to-maturity  securities and
          reported at amortized cost.

     o    Debt and equity  securities  that are bought and held  principally for
          the  purpose  of selling  in the near term are  classified  as trading
          securities  and  reported at fair  value,  with  unrealized  gains and
          losses included in operations.

                                      F-10




                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

    4.     Investments - Continued
           -----------------------

     o    Debt and equity  securities  not classified as either held to maturity
          securities or trading securities are classified as  available-for-sale
          securities  and  reported at fair  value,  with  unrealized  gains and
          losses  excluded from  operations and reported as other  comprehensive
          income (loss).

     For   individual    securities    classified   as   available-for-sale   or
     held-to-maturity,  declines in the fair value below cost or amortized  cost
     that are other than temporary result in write-downs included in operations.
     The specific  identification  method is followed in determining the cost of
     securities sold.

     Generally,  notes  receivable  are  stated at the  aggregate  of the unpaid
     balances less estimated uncollectible amounts.

     Short term investments are carried at cost, which  approximates  market. At
     December 31, 1999, short-term  investments consisted primarily of interests
     in medical receivables.

     Investment real estate is carried at depreciated cost.

     Investments in limited partnerships are accounted for on the equity method.
     Accordingly,   the  consolidated   statements  of  operations  include  the
     Company's share of the partnerships net operating results.

    5.     Property and Equipment
           ----------------------

     Depreciation  is  provided  in  amounts  sufficient  to relate  the cost of
     depreciable  assets to operations over their estimated  useful lives on the
     straight-line method. Useful lives range from five to 40 years.

     Long-lived  assets to be held and used,  including  investment real estate,
     are reviewed for  impairment  whenever  events or changes in  circumstances
     indicate  that the related  carrying  amount may not be  recoverable.  When
     required,  impairment  losses are recognized  based upon the estimated fair
     value of the asset.

    6.     Cost in Excess of Net Assets of Business Acquired
           -------------------------------------------------

     Cost in excess of net  assets of  business  acquired  is  amortized  on the
     straight-line method over ten years.

     If  impairment  indicators  exist,  management  reviews the  valuation  and
     amortization of cost in excess of net assets of business acquired.  As part
     of this review,  the Company estimates the value and future benefits of the
     net income to be generated by the related  subsidiary to determine  whether
     impairment has occurred.

                                      F-11




                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

    7.     Income Taxes
           ------------

     SLC and its subsidiary file separate income tax returns.

     The  Company  recognizes  current tax expense  based on  estimated  amounts
     payable or refundable on tax returns for the year.

     Deferred tax liabilities or assets are recognized for the estimated  future
     tax effects  attributable to temporary  differences and carryforwards based
     on provisions of the enacted tax law.  Deferred tax assets are reduced by a
     valuation  allowance if it is more likely than not that some portion or all
     of the deferred tax assets will not be realized.

    8.     Deferred Policy Acquisition Costs
           ---------------------------------

     The costs of writing new business,  consisting primarily of commissions and
     certain costs of policy issuance, are deferred. Deferred policy acquisition
     costs for life insurance products,  including immediate annuities with life
     contingencies,  are  amortized  over the  estimated  lives of the policies.
     Deferred  policy  acquisition  costs for investment  products,  principally
     single premium deferred annuities,  are amortized with interest in relation
     to the present  value of the  expected  gross  profits,  based on estimated
     investment yields, mortality,  persistency, and surrender charges, over the
     lives of the  policies.  Deferred  policy  acquisition  costs are  reviewed
     periodically to insure that the  unamortized  balance does not exceed those
     amounts recoverable from future profits.

    9.     Value of Purchased Insurance Business
           -------------------------------------

     Value of purchased insurance business represents the actuarially determined
     present  value of estimated net cash flows  embedded in existing  insurance
     contracts  when  acquired  and is  amortized  with  interest  based  on the
     incidence  of the related cash flows.  At December 31, 2000,  approximately
     13% of the unamortized value of purchased insurance business is expected to
     be  amortized in each of the next five years,  based on current  conditions
     and assumptions as to future events on acquired policies in force.

     An analysis of the value of purchased insurance business is presented below
     for the years ended December 31:

                                                    1999         2000


Balance, beginning of year                        $ 272,465    $ 370,758
Acquisition                                         423,723         --
Imputed interest on unamortized balance at 6.5%      45,252       24,099
Amortization                                       (182,842)     (73,006)
Disposal of subsidiary                             (187,840)        --
                                                  ---------    ---------

Balance, end of year                              $ 370,758    $ 321,851
                                                  =========    =========

                                      F-12







                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

    10.    Revenues and Policy Reserves and Policyholder Funds
           ---------------------------------------------------

     Premiums  received  on  deferred   annuities  and  annuities  without  life
     contingencies  (i.e.,  investment  contracts) are recorded as deposits into
     the  policyholder's  account balance.  Revenues relating to these contracts
     consist primarily of withdrawal and  administrative  charges.  Premiums for
     life insurance products and for certain annuities with life  contingencies,
     including  selection of annuity settlement options with life contingencies,
     are recognized as revenues when due.

     Policyholder  account balances  include amounts  deposited by policyholders
     plus interest  credited,  less withdrawals and any  administrative  charges
     deducted by the Company.  The  liabilities  for future policy  benefits for
     annuities  with life  contingencies  are  computed as the present  value of
     future benefit payments,  including assumptions as to investment yields and
     mortality.

     Policy reserves for life insurance  products are computed using assumptions
     as to  investment  yields,  mortality,  morbidity,  withdrawals,  and other
     assumptions  based on the  Company's  experience,  modified as necessary to
     give effect to  anticipated  trends and to include  provisions for possible
     unfavorable deviations. Reserve interest assumptions range from 5.5% to 3%.
     Such liabilities  are, for some plans,  graded to equal statutory values or
     cash values at or prior to maturity.  Policy  benefit claims are charged to
     expense in the period that the claims are incurred.  All  insurance-related
     benefits, losses, and expenses are reported net of reinsurance ceded.

    11.    Earnings (Loss) Per Common Share
           --------------------------------

     Earnings  (loss)  per common  share is  computed  based  upon net  earnings
     (loss),  after  deduction  of  preferred  stock  dividends,  divided by the
     weighted  average number of common shares  outstanding  during each period.
     For  2000,   Series  B  convertible   preferred   stock  (see  Note  D)  is
     antidilutive;  therefore,  basic and diluted  loss per common share are the
     same.

    12.    Other Comprehensive Income (Loss)
           ---------------------------------

     Accumulated  other  comprehensive  income  (loss)  consists  solely  of net
     unrealized investment gains (losses).

     Unrealized  gain (loss) on  investments,  net consists of the following for
     the years ended December 31:

                                                                        1999         2000
                                                                        ----         ----
                                                                             


Unrealized gain (loss) on investments arising during period           $(104,348)   $ 155,362
    Less reclassification adjustment for gains included in net loss       5,202       91,679
                                                                      ---------    ---------

                  Unrealized gain (loss) on investments, net          $(109,550)   $  63,683
                                                                      =========    =========


                                      F-13






                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

    13.    Reclassifications
           -----------------

         Certain  reclassifications  have  been  made to the  1999  consolidated
         financial statements to conform to the 2000 presentation.

NOTE B - INVESTMENTS

    Investments in securities are summarized as follows:

                                                                                     December 31, 1999
                                                                    --------------------------------------------------
                                                                        Cost/       Gross        Gross      Estimated
                                                                      amortized   unrealized   unrealized     fair
                   Type of investment                                   cost        losses       gains        value
       -------------------------------------------                  ------------  -----------  -----------  ----------
                                                                                                
       Debt securities - available for sale
           U.S. Treasury and other U.S. government
              corporations and agencies                              $   327,065   $      134  $   (11,561) $   315,638
           Mortgage-backed securities                                  2,623,905          526      (56,238)   2,568,193
           Industrial and miscellaneous                                  331,002          -        (12,464)     318,538
                                                                     -----------  -----------  -----------  -----------

                                                                     $ 3,281,972  $       660  $   (80,263) $ 3,202,369
                                                                     ===========  ===========  ===========  ===========

       Equity securities - available for sale                        $    25,962  $       -    $    (3,962) $    22,000
                                                                     ===========  ===========  ===========  ===========

       Equity securities - other                                     $    62,500
                                                                     ===========

                                                                                     December 31, 2000
                                                                    --------------------------------------------------

                                                                       Cost/         Gross        Gross     Estimated
                                                                     amortized     unrealized   unrealized     fair
                   Type of investment                                   cost         gains        losses       value
       -------------------------------------------                  ------------  -----------  -----------  ----------



       Debt securities - held to maturity
           U.S. Treasury and other U.S. government
              corporations and agencies                             $    177,788  $    14,312  $      -     $  192,100
           Mortgage-backed securities                                    150,287          -           (662)    149,625
                                                                    ------------  -----------  -----------  ----------

                                                                    $    328,075  $    14,312  $      (662) $  341,725
                                                                    ============  ===========  ===========  ==========
       Debt securities - available for sale
           Mortgage-backed securities                               $  2,158,672  $    11,576  $   (12,657) $2,157,591
           Industrial and miscellaneous                                  281,732          -        (12,716)    269,016
                                                                    ------------  -----------  -----------  ----------

                                                                    $  2,440,404  $    11,576  $   (25,373) $2,426,607
                                                                    ============  ===========  ===========  ==========

       Equity securities - available for sale                       $     15,000  $       -    $    (6,085) $    8,915
                                                                    ============  ===========  ===========  ==========

       Equity securities - trading                                                                           $ 113,643
                                                                                                            ==========

       Equity securities - other                                    $     62,500
                                                                    ============


                                      F-14




                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE B - INVESTMENTS - CONTINUED

     The  amortized  cost and  estimated  fair  values  of debt  securities,  by
     contractual  maturity,  at  December  31,  2000  are  shown  below.  Actual
     maturities may differ from  contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                Held to maturity         Available for sale
                             -----------------------   -----------------------

                             Amortized    Estimated    Amortized    Estimated
                                cost      fair value      cost      fair value
                             ----------   ----------   ----------   ----------


Due six to ten years         $     --     $     --     $  182,690   $  171,796
Due after ten years             177,788      192,100       99,042       97,220
                             ----------   ----------   ----------   ----------
                                177,788      192,100      281,732      269,016

Mortgage-backed securities      150,287      149,625    2,158,672    2,157,591
                             ----------   ----------   ----------   ----------

                             $  328,075   $  341,725   $2,440,404   $2,426,607
                             ==========   ==========   ==========   ==========

     Proceeds from sales of  available-for-sale  securities  were  approximately
     $446,000 for 1999 and $3,609,000  for 2000.  Gross gains of $7,387 for 1999
     and  $146,958  for 2000 and gross losses of $2,185 for 1999 and $55,279 for
     2000 were realized on those sales.

     Net losses on  trading  securities  include  $118,763  relating  to trading
     securities held at December 31, 2000.

     For 2000,  gross losses of $18,789  were  included in net losses on trading
     securities   as  a   result   of   transfers   of   securities   from   the
     available-for-sale category to the trading category.

     Equity  securities  - other  consist of First  Alliance  Corporation  (FAC)
     common   stock   carried  at  cost   because  fair  value  is  not  readily
     determinable.  These  securities  are  restricted  as to sale  or  transfer
     through  December  30, 2000 and FAC  retains the right of first  refusal to
     purchase the shares through December 30, 2001.

                                      F-15






                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE B - INVESTMENTS - CONTINUED

    Notes receivable consist of the following at December 31:

                                                                                   1999          2000
                                                                                   ----          ----
                                                                                          

         Three promissory notes from an individual;  due in monthly installments
         through  May and  November  2010,  including  interest  at 6.5% and 7%;
         collateralized by real estate mortgages                                  $    -        $135,153

         Two  promissory  notes  from an  individual;  one  with  principal  and
         interest at 7.5% due  December   2001,   the  other  with  interest due
         monthly at 7.5% with principal due February 2010;  collateralized  by a
         real estate mortgage                                                          -         325,000

         Uncollateralized promissory note from a corporation;  due with interest
         at 10% in August 2001                                                         -         150,000

         Two promissory notes from a corporation (1)                               183,428       227,745

         Promissory note from an individual; renegotiated during 2000 to provide
         for monthly  installments  of $1,000  through  October 2005,  including
         interest at 9.75%; collateralized by real estate mortgage                  53,425        46,322

         Promissory note to an individual;  renegotiated  during 2000 to provide
         for monthly  installments  of $990  through  December  2004,  including
         interest  at  7%;   collateralized  by  certain  commissions  and  life
         insurance policy proceeds                                                  47,892        41,345

         Other                                                                      28,119        16,313
                                                                                  --------      --------

                                                                                  $312,864      $941,878
                                                                                  ========      ========



         (1)      During  1998,  an 8%,  $240,000   ten-year  first mortgage and
                  an 8%,  $50,000  ten-year  second  mortgage  were  received in
                  conjunction  with the sale of a building  and related land for
                  $300,000  which  had  a  carrying   value  of  $220,000.   The
                  transaction  resulted in a gain of $80,000  which was deferred
                  and recognized on the installment  method.  In 2000,  adequate
                  down payment was received  and the  remaining  gain of $67,000
                  was recognized.  Notes receivable at December 31, 1999 are net
                  of deferred gain of $67,000.

                                      F-16






                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE C - NOTES PAYABLE

    Notes payable consist of the following at December 31:

                                                                                       1999        2000
                                                                                       ----        ----
                                                                                            
         Uncollateralized note payable to stockholder, interest payable annually
         at 6.75%, due February 1, 2000                                               $ 50,000    $   -

         Uncollateralized  note  payable  to  stockholder,  interest  payable at
         6.75%, due with principal on April 30, 2000                                    50,000        -

         Bank line of credit,  interest  payable  quarterly  at the Wall  Street
         Journal   prime  (8.5%  and  9.5%  at  December   31,  1999  and  2000,
         respectively)  plus  .5%,  due  July 1,  2001;  guaranteed  by  certain
         officers and directors                                                        110,000     130,000

         Note payable to  corporation,  interest  payable at 6%, due with annual
         principal   installments of approximately $111,000 through June 1, 2001       221,205     110,602

         Note payable to bank,  payable in monthly  installments of $337 through
         January 2003, including interest at 6.95%;  collateralized by   vehicle        11,014       7,652
                                                                                      --------    --------

                                                                                      $442,219    $248,254
                                                                                      ========    ========


    The aggregate maturities of notes payable for years subsequent to December
31, 2000 are as follows:

                     Year ending December 31
                         2001                                                         $244,211
                         2002                                                            3,873
                         2003                                                              170
                                                                                      --------

                                                                                      $248,254
                                                                                      ========


NOTE D - STOCKHOLDERS' EQUITY

         On April 23, 1999,  nonvoting  Series A Cumulative  Preferred Stock was
         created.  Semiannual  dividends  of $5 per  share are  cumulative.  The
         Series A preferred stock has priority as to liquidation value ($100 per
         share) and dividends in arrears over common stock upon dissolution.

         On  September  29,  2000,  Series B  convertible  preferred  stock  was
         created. The Series B preferred stock is noncumulative,  nonvoting, and
         is  convertible  into one  share of common  stock at the  option of the
         holders  after March 31, 2003.  The Series B preferred  stock is ranked
         senior to common  stock and  junior to Series A  preferred  stock as to
         payment of  dividends.  Upon the  Company's  dissolution,  the Series B
         preferred stock is ranked equivalent to the Series A preferred stock as
         to liquidation value ($1 per share) and unpaid dividends.

                                      F-17




                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE E - INCOME TAXES

    The components of net deferred tax assets and changes in the related
valuation allowance are as follows:

                                                       December  31,
                                                  ----------------------
                                                    1999         2000
                                                  ---------    ---------


Deferred tax assets
    Net operating loss carryforwards              $ 203,852    $ 284,002
    Capital loss carryforward                        62,494       63,501
    Policy reserves and policyholder funds           38,782       14,835
    Other                                            14,767       18,170
    Valuation allowance for deferred tax assets    (229,519)    (293,666)
                                                  ---------    ---------
                                                     90,376       86,842

Deferred tax liabilities
    Value of purchased insurance business           (51,906)     (43,772)
    Depreciation                                       --         (2,182)
    Other                                            (1,229)      (3,647)
                                                  ---------    ---------
                                                    (53,135)     (49,601)
                                                  ---------    ---------

                  Net deferred tax assets         $  37,241    $  37,241
                                                  =========    =========

Increase in valuation allowance                   $  65,508    $  64,147
                                                  =========    =========

A  reconciliation  of income tax benefit at the statutory  rate to the Company's
effective rate is as follows at December 31:

                                                         1999   2000
                                                        ----    ----


Expected statutory rate                                   34%     34%
Small life insurance company deduction                   (20)    (20)
Increase in valuation allowance                           (7)    (17)
Other                                                     (6)      3
                                                        ----    ----
                                                           1%     - %
                                                        ----    ----

At December 31, 2000, the following  operating loss  carryforwards,  which begin
expiring in 2010, were available for tax purposes:

                            SLC        $1,595,000
                            GMLIC         329,000

                                      F-18




                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE F - RELATED PARTY TRANSACTIONS

     The Company is affiliated with an insurance  agency by common ownership and
     management.  During 1999,  commissions of approximately $1,000 were paid to
     this  agency  from SLAC  under an  agreement  with the  Oklahoma  Insurance
     Department.

     From time to time, the Company makes advances to and receives advances from
     affiliates,  generally  officers and  stockholders.  Such  advances have no
     specified repayment terms but are generally short-term in nature.

NOTE G - COMMITMENTS AND CONTINGENCIES

     Under its annuity contracts, the Company is committed to credit interest on
     policyholder  account balances at guaranteed rates. During the first policy
     year,  the  guaranteed  rates range up to 8.5%.  After the first year,  the
     lowest guaranteed rate is 3%.

     Most states have  established  guaranty  fund  associations  to ensure that
     policyholders  receive  the  benefit of the  insurance  products  they have
     purchased.  The guaranty funds receive their funding through assessments to
     companies  which write  business in the respective  states.  The Company is
     liable for such  mandatory  assessments  upon  notification  by the states;
     however, such assessments may be partially recovered through a reduction in
     future premium taxes.

     Certain  investments  with  carrying  values of  $277,979  were  pledged to
     regulatory   authorities  in  accordance  with  statutory  requirements  at
     December 31, 2000.

     The Company leases certain  equipment used in operations and storage space.
     Rent  expense  under these leases for 1999 and 2000 was $16,322 and $1,851,
     respectively.  At December 31, 2000, there are no future commitments due to
     terms being on a month-to-month basis.

     The Company is involved in various legal actions relating to its operation.
     Management believes that losses, if any, arising from such actions will not
     be material to the Company's consolidated financial statements.

NOTE H - STATUTORY CAPITAL AND SURPLUS

     SLC's insurance company subsidiary prepares its  statutory-basis  financial
     statements in accordance with accounting  practices prescribed or permitted
     by the  domiciliary  state  insurance  department.  "Prescribed"  statutory
     accounting   practices  include  state  laws,   regulations,   and  general
     administrative  rules, as well as a variety of publications of the National
     Association  of  Insurance  Commissioners  (NAIC).   "Permitted"  statutory
     accounting  practices  encompass  all  accounting  practices  that  are not
     prescribed;  such practices may differ from state to state, may differ from
     company to company within a state,  and may change in the future.  The NAIC
     has  approved  the  Codification  of Statutory  Accounting  Practices  (the
     Codification).  The Codification  will be effective on January 1, 2001. The
     Company has not yet determined what effect,  if any, the Codification  will
     have on its subsidiary's statutory financial statements.

                                      F-19




                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE H - STATUTORY CAPITAL AND SURPLUS - CONTINUED

     GMLIC is  required to  maintain  statutory  capital and surplus of at least
     $800,000.  GMLIC's statutory  capital and surplus,  as reported at December
     31,  1999,  was  adjusted  to  $732,000  as  the  result  of  a  regulatory
     examination  in 2000.  The Company and GMLIC took  certain  actions  during
     2000, with regulatory  approval,  to increase statutory capital and surplus
     above the minimum  required  amount,  and at  December  31,  2000,  GMLIC's
     statutory  capital and surplus  amounted to  $812,000.  Failure to meet the
     capital requirements in the future could expose GMLIC to regulatory actions
     that may include restrictions on operations and growth, among other things.
     GMLIC cannot declare dividends which exceed the greater of 10% of statutory
     capital and surplus or the gain from  operations of the preceding 12 months
     without  the prior  consent of the Texas  Commissioner  of  Insurance.  The
     maximum  dividend  which  may be paid  in 2001  without  prior  consent  is
     $12,000.

NOTE I - REGULATORY MATTERS

     At periodic intervals, the domiciliary state insurance department routinely
     examines the insurance company subsidiaries' statutory financial statements
     as part of their legally  prescribed  oversight of the insurance  industry.
     Based  on  these   examinations,   the   regulators  can  direct  that  the
     subsidiaries' statutory financial statements be adjusted in accordance with
     their findings.

NOTE J - REINSURANCE

     The Company  reinsures that portion of insurance risk which is in excess of
     its retention  limits,  generally  under yearly  renewable term  contracts.
     Retention limits range up to $5,000 on life policies. Rein-surance premiums
     are   recognized   as  a  reduction   of   insurance   premiums  and  other
     considerations  over the policy  term and  totaled  $52,000 and $37,000 for
     1999 and 2000, respectively.

     Reinsurance  does not  discharge or diminish  the primary  liability of the
     Company  on the  risks  reinsured;  however,  it does  serve to  limit  the
     Company's  maximum  loss on risks.  The  Company  would be  liable  for the
     reinsurance  risks ceded to other  companies  in the event that  reinsurers
     were unable to meet their obligations.

     At December 31, 1999 and 2000, reinsurance  recoverables on policy reserves
     were not significant.

NOTE K - EMPLOYMENT AGREEMENTS

     The Company has employment  agreements with its Chief Executive Officer and
     President,  both Company  stockholders.  The employment agreements provide,
     among  other  things,  for  terms  through  March  2003,  base and  maximum
     salaries, increases to base salaries subject to Board of Director approval,
     annual bonuses, and benefits.

                                      F-20






                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE K - EMPLOYMENT AGREEMENTS - CONTINUED

     The agreements may be terminated by mutual  consent,  by the Company at its
     sole discretion without cause, or by the Company for cause, as defined.  If
     the agreements are terminated for cause, as defined,  severance payments of
     $50,000 are payable to each  employee.  If the  agreements  are  terminated
     without  cause,  severance  payments to each employee will be equivalent to
     the maximum salary over the term of the agreements less amounts  previously
     paid,  but not less than  $360,000 for the  President  and $450,000 for the
     Chief Executive Officer.

NOTE L - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The following  methods and assumptions were used to estimate the fair value
     of each class of  financial  instruments  as of December 31, 1999 and 2000.
     Such information,  which pertains to the Company's  financial  instruments,
     does not purport to represent  the aggregate net fair value of the Company.
     The  carrying  amounts in the table are the amounts at which the  financial
     instruments are reported in the consolidated financial statements.

     Except as identified,  all of the Company's financial  instruments are held
     for  purposes  other  than  trading.  The fair  values  of debt and  equity
     securities are estimated based on quoted market prices for those or similar
     investments.  The carrying  value of certain  notes  receivable  and policy
     loans   approximate  fair  value  due  to  nominal  interest  rate  changes
     subsequent to issuance.  The fair value of other notes  receivable is based
     on discounted  future cash flows using current rates at which similar loans
     with  similar  maturities  would be made to borrowers  with similar  credit
     risk.  The  carrying   amounts  of  cash,  cash   equivalents,   short-term
     investments,  and receivables  approximate fair values because of the short
     maturity of those assets.  Cash surrender  value is used in determining the
     fair value of investment  contracts.  Estimated fair value of notes payable
     is the discounted  amount of future cash flows using the Company's  current
     incremental rate of borrowing for similar liabilities.

                                                                       1999                             2000
                                                             ----------------------------------------------------------
                                                              Carrying        Fair             Carrying        Fair
                                                               amount         value             amount         value
                                                             ----------     ----------        ----------     ----------
                                                                                                 
       Financial assets
           Debt securities - held to maturity                $     -        $     -           $  328,075     $  341,725
           Debt securities - available for sale               3,202,369     $3,202,369         2,426,607      2,426,607
           Equity securities - available for sale                22,000         22,000             8,915          8,915
           Equity securities - trading                              -              -             113,643        113,643
           Equity securities - other                             62,500          (*)              62,500          (*)
           Notes receivable                                     312,864        370,957           941,878        887,308
           Short-term investments                             1,470,000      1,470,000               -              -
           Policy loans                                          37,947         37,947            33,382         33,382
           Cash and cash equivalents                            935,746        935,746         1,436,338      1,436,338
           Receivables                                          100,561        100,561            51,912         51,912

       Financial liabilities
           Policyholder account balances -
              investment contracts                           $4,886,903     $4,673,874        $4,256,203     $4,101,159
           Notes payable                                        442,219        440,987           248,254        248,254



         (*)      Sales  prices  for  these  securities  are  not  quoted  on an
                  exchange  or  over-the-counter;  therefore,  fair value is not
                  readily determinable.

                                      F-21




                    Summit Life Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 2000


NOTE M - BUSINESS ACQUISITIONS

     In January 1999, the Company acquired 100% of the outstanding  common stock
     of GMLIC in a business combination  accounted for as a purchase.  GMLIC was
     primarily  engaged in the sale of life  insurance  products in the state of
     Texas.  The  results  of  operations  of GMLIC  have been  included  in the
     accompanying   consolidated   financial   statements   since  the  date  of
     acquisition.  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.

NOTE N - DISCONTINUED OPERATIONS AND DISPOSITIONS

     On December 30, 1999, the Company sold 100% of the outstanding common stock
     of BCLIC for $62,500 of First  Alliance  Corporation  common stock  (25,000
     shares) and $519,329 in cash, resulting in a loss of $57,824.  BCLIC's 1999
     operating  results  included in the  consolidated  statements of operations
     were revenues of $142,705 and benefits, losses, and expenses of $159,330.

                                      F-22