SCHEDULE 14C
                                 (Rule 14c-101)
                  INFORMATION REQUIRED IN INFORMATION STATEMENT
                            SCHEDULE 14C INFORMATION
        Information Statement Pursuant to Section 14(c) of the Securities
                              Exchange Act of 1934

Check the appropriate box:



|X|  Preliminary information statement    |_|  Confidential, for Use of the
                                               Commission Only (as permitted by
                                               Rule 14c-5(d)(2))
|_|  Definitive information statement




                             SUMMIT LIFE CORPORATION
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                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

|X|  No Fee required

|_|  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

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

     (2)  Aggregate number of securities to which transaction applies:

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

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

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

     (4)  Proposed maximum aggregate value of transaction:

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

     (5)  Total fee paid:

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

|_|  Fee paid previously with preliminary materials.

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

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

     (2)  Form, Schedule or Registration Statement No.:

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

     (3)  Filing Party:

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

     (4)  Date Filed:

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



                             SUMMIT LIFE CORPORATION
                                3021 Epperly Dr.
                            Del City, Oklahoma 73115
                                 (405) 677-0781

                                November __, 2003

Dear Stockholder:

This information  statement is being furnished to the holders of common stock of
Summit Life Corporation in connection with the proposal to amend our Certificate
of Incorporation to effect a one for 100 reverse stock split of our common stock
which will result in our common  stock's  becoming  eligible for  termination of
registration  pursuant to Section  12(g)(4) of the  Securities  Exchange  Act of
1934.  Commonly  referred  to as a "going  private"  transaction,  the  proposed
transaction  will reduce the number of stockholders of record to fewer than 500,
as  required  for the  deregistration  of our  common  stock  under the  federal
securities  laws. After the reverse stock split, our common stock will no longer
be traded on the OTC Bulletin Board.

Our  board of  directors  unanimously  supports  the  reverse  stock  split.  In
addition,  our  controlling  stockholders  have  consented  in  writing  to  the
amendment to our  Certificate of  Incorporation  to effect a one for 100 reverse
stock split. This action by the controlling stockholders is sufficient to ensure
that a majority of our  stockholders  approve the amendment  without the vote of
any other  stockholders.  Accordingly,  your approval is not required and is not
being sought.

On the effective date of the reverse stock split,  you will receive one share of
common stock for each 100 shares you hold immediately prior to the reverse stock
split and you will  receive cash in lieu of any  fractional  shares to which you
would otherwise be entitled. The cash payment for such fractional shares will be
equal to $.50 per pre-split share.

This  information  statement  and the  accompanying  documents  provide you with
detailed  information about the reverse stock split. Please read these documents
carefully  in their  entirety.  You may also  obtain  information  about us from
publicly  available  documents  that have been  filed  with the  Securities  and
Exchange Commission.

We appreciate your support.

                                  Very truly yours,



                                  JAMES L. SMITH
                                  Chairman of the Board, Chief Executive Officer
                                  and Secretary



                             SUMMIT LIFE CORPORATION
                                3021 Epperly Dr.
                            Del City, Oklahoma 73115
                                 (405) 677-0781

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

                              INFORMATION STATEMENT

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

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This information  statement is being furnished to the holders of common stock of
Summit Life Corporation in connection with the proposal to amend our Certificate
of Incorporation to effect a one for 100 reverse stock split,  which will result
in our common stock's becoming eligible for termination of registration pursuant
to Section  12(g)(4) of the Securities  Exchange Act of 1934.  After the reverse
stock split, we anticipate that we will have  approximately  308 stockholders of
record.  As a result,  we will no longer be subject to many of the reporting and
other  requirements  under the federal  securities  laws that are  applicable to
public  companies.  In  addition,  our stock  will cease to be traded on the OTC
Bulletin Board and any trading in our common stock after the reverse stock split
will occur only in privately negotiated transactions. For further information on
the effects of the reverse  stock split,  see "SPECIAL  FACTORS--Effects  of the
Reverse Stock Split--Termination of Registraton."

Our  board of  directors  unanimously  supports  the  reverse  stock  split.  In
addition,  our  controlling  stockholders  have  consented  in  writing  to  the
amendment to our  Certificate of  Incorporation  to effect a one for 100 reverse
stock split. This action by the controlling stockholders is sufficient to ensure
that a majority of our  stockholders  approve the amendment  without the vote of
any other  stockholder.  Accordingly,  your  approval is not required and is not
being sought.

The reverse stock split will become effective upon the filing of an amendment to
our  Certificate  of  Incorporation  with the Secretary of State of the State of
Oklahoma. On the effective date of the reverse stock split, you will receive one
share of common  stock for each 100  shares  you hold  immediately  prior to the
reverse stock split and you will receive cash in lieu of any  fractional  shares
to which you would  otherwise be entitled.  The cash payment for such fractional
shares will be equal to $.50 per pre-split share.

As soon as practicable  after the reverse stock split is effective,  a letter of
transmittal  will be  mailed  to all  holders  of our  common  stock  for use in
surrendering your stock certificates in connection with the reverse stock split.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS APPROVED OR  DISAPPROVED  OF THIS  TRANSACTION,  PASSED UPON THE
MERITS OR FAIRNESS OF THIS TRANSACTION,  OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE  DISCLOSURE IN THIS  INFORMATION  STATEMENT.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

This information statement is dated November __, 2003, and is first being mailed
to our stockholders on or about ___________, 2003.



                                TABLE OF CONTENTS

                                                                           Page

                                                                         -------

SUMMARY                                                                       1
SPECIAL FACTORS ...........................................................   4
   Background of the Reverse Stock Split...................................   4
   Purposes of and Reasons for the Reverse Stock Split ....................   5
   Alternatives Considered ................................................   6
   Effects of the Reverse Stock Split .....................................   7
   United States Federal Income Tax Consequences of the Reverse Stock Split  10
   Fairness of the Reverse Stock Split to our Unaffiliated Stockholders ...  11
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION .............................  15
   General ................................................................  15
   Required Vote ..........................................................  15
   Description of the Reverse Stock Split .................................  16
   Conduct of Business After the Reverse Stock Split ......................  17
   Failure to Effect the Reverse Stock Split ..............................  17
   Abandonment of the Reverse Stock Split .................................  18
   No Appraisal Rights ....................................................  18
TRADING AND MARKET PRICES .................................................  18
DIVIDENDS .................................................................  19
BACKGROUND INFORMATION OF EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING
PERSONS ...................................................................  19
   The Company ............................................................  19
   Directors and Executive Officers .......................................  19
   Control Persons ........................................................  20
INTERESTS OF EXECUTIVE OFFICERS AND DIRECTORS; POTENTIAL CONFLICTS
OF INTEREST................................................................  20
PRINCIPAL STOCKHOLDERS ....................................................  20
FINANCIAL INFORMATION AND INCORPORATION BY REFERENCE.......................  21
APPENDIX A--Certificate of Amendment to the Certificate of Incorporation
of Summit Life Corporation................................................. A-1




                                      -i-



                             SUMMIT LIFE CORPORATION
                                3021 Epperly Dr.
                            Del City, Oklahoma 73115
                                 (405) 677-0781

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                              INFORMATION STATEMENT

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

The following is a summary of the material  terms of the proposed  reverse stock
split.  This  summary is  qualified  in its  entirety by  reference  to the more
detailed  information  appearing  elsewhere in or accompanying  this information
statement.  We  urge  you  to  review  this  entire  information  statement  and
accompanying documents carefully.

                                     SUMMARY

Q:   WHAT IS BEING PROPOSED?

A:   We are proposing an amendment to our Certificate of Incorporation to effect
     a one for 100 reverse  stock split of our common stock which will result in
     our common  stock's  becoming  eligible  for  termination  of  registration
     pursuant to Section  12(g)(4) of the  Securities  Exchange Act of 1934 (the
     "1934 Act").  As a result of the reverse stock split,  you will receive one
     share of common stock for each 100 shares you hold immediately prior to the
     effective date of the reverse stock split and you will receive cash in lieu
     of any fractional shares to which you would otherwise be entitled. The cash
     payment  for such  fractional  shares  will be equal to $.50 per  pre-split
     share. The amendment to our Certificate of Incorporation will also decrease
     our authorized capital stock from 10,000,000 shares, of which 5,000,000 are
     common stock and 5,000,000 are preferred  stock,  to 5,050,000  shares,  of
     which  50,000 are common  stock and  5,000,000  are  preferred  stock.  See
     "Amendment to Our Certificate of  Incorporation--Description of the Reverse
     Stock Split."

Q:   WHAT VOTE OF STOCKHOLDERS IS REQUIRED TO APPROVE THE REVERSE STOCK SPLIT?

A:   The amendment to our Certificate of Incorporation to effect the one for 100
     stock split must be  approved  by holders of a majority of our  outstanding
     voting securities.  Our controlling  stockholders have consented in writing
     to the amendment. This action by our controlling stockholders is sufficient
     to obtain the stockholder  vote necessary to approve the amendment  without
     the approval of any other stockholder. Accordingly, you are not required to
     vote and your vote is not being sought.  See "Amendment to Our  Certificate
     of Incorporation--Required Vote."

Q:  WHAT ARE THE PURPOSES OF AND REASONS FOR THE REVERSE STOCK SPLIT?

A:   The reverse  stock split will reduce the number of our  stockholders  below
     500, which will cause our common stock to become  eligible for  termination
     of  registration  under the 1934 Act. Our board of  directors  and James L.
     Smith and Charles L. Smith, in their individual capacities,  considered the
     following factors when recommending the reverse stock split:






     o    the cost savings per year that we expect to realize as a result of the
          deregistration  of our  common  stock  and the  decrease  in  expenses
          relating to  servicing  stockholders  holding  small  positions in our
          common  stock   (representing  an  estimated  annual  cost  to  us  of
          approximately  $116,000  for  legal  and  accounting  fees,  printing,
          postage, data entry, stock transfer and other administrative  expenses
          related to servicing stockholders who are record holders of relatively
          small numbers of shares);

     o    the additional  savings in terms of  management's  and employees' time
          that will no longer be spent preparing the periodic  reports  required
          of publicly-traded  companies and managing  stockholder  relations and
          communications;

     o    the fact that we have not  realized  many of the  benefits  associated
          with being a publicly  traded  company,  such as enhanced  stockholder
          value, access to capital markets and business credibility,  due to the
          limited liquidity and low market price of our common stock;

     o    the fact that the poor  performance  of our common stock in the public
          market has been a detriment to attracting  and retaining  high quality
          employees  because of the  perceived  negative  image that a low stock
          price  creates and the fact that stock options are not a viable method
          of compensation; and

     o    the belief that our  stockholders  have not benefited  proportionately
          from the costs of  registration  and OTC Bulletin Board trading of our
          common stock,  principally  as a result of the thin trading market for
          our common stock, which may have resulted in:

          o    depressed market prices for our common stock;

          o    a lack of market makers and analysts  following our  performance;
               and

          o    a limitation of our  stockholders'  abilities to sell  relatively
               large  blocks  of  their  shares  in  the  open  market   without
               significantly decreasing the market price.

In view of the foregoing,  our board of directors and James L. Smith and Charles
L. Smith, in their individual  capacities,  believe that  deregistration  of our
common stock may provide a more effective  means of using our capital to benefit
our stockholders.  See "Special  Factors--Purpose of and Reasons for the Reverse
Stock Split."

Q:   WHAT  ALTERNATIVES  WERE  CONSIDERED  WHEN  RECOMMENDING  THE REVERSE STOCK
     SPLIT?

A:   Our board of  directors  and James L. Smith and Charles L. Smith,  in their
     individual capacities, considered several alternatives to the reverse stock
     split,  including a tender offer,  remaining a public company and a sale of
     the company,  before  recommending  the reverse  stock split.  See "Special
     Factors--Alternatives Considered."

Q:   WHAT WILL BE THE EFFECTS OF THE REVERSE STOCK SPLIT?

A:   The reverse stock split will have the following effects on the company:

     o    our number of stockholders will be reduced from approximately 1,397 to
          approximately 308 and the number of outstanding shares of common stock
          will decrease from approximately 2,691,255 to approximately 2,662,842.

     o    we will be entitled to terminate the  registration of our common stock
          under the 1934 Act, which will mean that we will no longer be required
          to file  reports with the  Securities  and  Exchange  Commission  (the
          "SEC") or be classified as a public company;



                                       2


     o    our common  stock will no longer be traded on the OTC  Bulletin  Board
          and no public market will exist for our common stock;

     o    the book  value  per share of  common  stock as of June 30,  2003 will
          change from  approximately  ($.02) per share on a historical  basis to
          approximately ($.03) per pre-split share on a pro forma basis; and

     o    our cash and cash equivalents will be reduced by approximately $34,207
          after  the  effective  time  of  the  reverse  stock  split,   with  a
          corresponding decrease in our net stockholders' equity.

The reverse stock split will have the following effects on our stockholders:

     o    the  percentage  ownership of our common stock  beneficially  owned by
          executive  officers  and  directors  as a  group  will  increase  from
          approximately  55.58% to approximately 56.17% after the effective time
          of the reverse stock split;

     o    unaffiliated  stockholders who own less than 100 shares will be cashed
          out,  will receive $.50 for each share of common stock they own before
          the  reverse  stock  split and will no longer be  stockholders  of the
          company; and

     o    unaffiliated  stockholders  who own more than 100 shares  will  remain
          stockholders,  but  unaffiliated  stockholders  as a group  will own a
          lesser  percentage of shares than before the reverse stock split,  and
          there will be less liquidity, if any, for those shares.

See "Special Factors--Effects of the Reverse Stock Split."

Q:   IS THE REVERSE STOCK SPLIT FAIR TO OUR UNAFFILIATED STOCKHOLDERS?

A:   We and James L. Smith and Charles L. Smith, in their individual capacities,
     believe that the reverse stock split is fair to, and in the best  interests
     of, our  unaffiliated  stockholders,  both those who will be cashed out and
     those who will remain stockholders.  The board of directors has unanimously
     approved the reverse stock split. In making its determination  with respect
     to the reverse stock split and the price to be paid for fractional  shares,
     our board of directors  considered,  among other things,  the book value of
     the  Company's  shares of  Common  Stock and the  trading  activity  in the
     Company's stock  (including the actual sale prices of Common Stock over the
     last two calendar quarters). See "Special  Factors--Fairness of the Reverse
     Stock Split to Our Stockholders."

Q:   WHAT ARE THE UNITED STATES FEDERAL INCOME TAX  CONSEQUENCES  OF THE REVERSE
     STOCK SPLIT?

A:   As a result of the reverse  stock  split,  stockholders  who  receive  only
     common stock will not recognize gain or loss. Stockholders who receive cash
     will  recognize  a gain or loss,  which may be treated as income or capital
     gains/losses  depending on the individual  stockholder's  circumstances and
     the  amount  of  time  the  stockholder  held  the  shares.   See  "Special
     Factors--United States Federal Income Tax Consequences of the Reverse Stock
     Split."

Q:   HOW ARE WE FUNDING THE REVERSE STOCK SPLIT?

A:   We  estimate  that  approximately  $34,207  will be  required to effect the
     reverse  stock  split,  including  approximately  $14,207  to pay  for  the
     fractional  shares of our common  stock  exchanged  for cash in the reverse
     stock split and $20,000  for  expenses.  Funds  required to  implement  the
     reverse  stock split will be derived from  existing  working  capital.  See
     "Amendment to Our Certificate of  Incorporation--Description of the Reverse
     Stock Split--Source of Funds and Expenses."



                                       3


Q:   DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE REVERSE STOCK SPLIT?

A:   No. You do not have appraisal  rights in connection  with the reverse stock
     split  under  our  Certificate  of  Incorporation  or  Bylaws  or under the
     corporate   laws  of   Oklahoma.   See   "Amendment   to   Certificate   of
     Incorporation--No Appraisal Rights."

Q:   WHEN WILL THE REVERSE STOCK SPLIT BE EFFECTIVE?

A:   The reverse stock split will become  effective upon filing of the amendment
     to our  Certificate  of  Incorporation  with the  Secretary of State of the
     State of Oklahoma,  which we expect to be  __________  __, 2003. As soon as
     practicable  after the  effective  date of the  reverse  stock  split,  the
     stockholders  will be notified  and asked to surrender  their  certificates
     representing  shares of common  stock for  certificates  and/or  cash.  See
     "Amendment  to  Certificate  of  Incorporation--Description  of the Reverse
     Stock Split--Effectiveness of the Reverse Stock Split."

Q:   WHOM DO I CALL IF I HAVE QUESTIONS?

A:   If you have any questions, require assistance, or need additional copies of
     this  information  statement or other  related  materials,  you should call
     Charles L. Smith, our Chief Financial Officer, at (405) 677-0781.


                                 SPECIAL FACTORS

Background of the Reverse Stock Split

In the first  quarter of 2003,  James L.  Smith,  our  chairman of the board and
chief executive officer,  engaged in various discussions with management and our
board of directors regarding whether we should continue to keep our common stock
registered  under the  provisions  of the 1934 Act or whether it would be in the
best  interests of the company and our  stockholders  to engage in a transaction
that would result in our common  stock's  becoming  eligible for  termination of
registration  pursuant to Section 12(g)(4) of the 1934 Act. At a meeting on June
24, 2003, the board of directors  discussed the advantages and  disadvantages of
becoming a private company. On August 15, 2003, our board of directors approved,
subject to approval by our stockholders,  a proposal to effect the reverse stock
split and the amendment to our Certificate of Incorporation. On August 15, 2003,
our controlling  stockholders approved the reverse stock split and the amendment
to our Certificate of Incorporation by written consent.

In deciding to engage in the going private  transaction  at this time as opposed
to other times in our  operating  history,  the board of directors  and James L.
Smith and Charles L. Smith, in their individual capacities,  considered a number
of factors, including:

     o    the cost savings per year that we expect to realize as a result of the
          deregistration of our common stock, including increased costs of being
          a public company due to recent  legislation  and corporate  governance
          regulations,  and the  decrease  in  expenses  relating  to  servicing
          stockholders holding small positions in our common stock;

     o    the additional  savings in terms of  management's  and employees' time
          that will no longer be spent preparing the periodic  reports  required
          of publicly-traded  companies and managing  stockholder  relations and
          communications;

     o    the fact that we have not  realized  many of the  benefits  associated
          with being a publicly  traded  company,  such as enhanced  stockholder
          value, access to capital markets and business credibility,  due to the
          limited liquidity and low market price of our common stock;

     o    the fact that the poor  performance  of our common stock in the public
          market has been a detriment to attracting  and retaining  high quality
          employees  because of the  perceived  negative  image that a low stock


                                       4


          price  creates and the fact that stock options are not a viable method
          of compensation; and

     o    the belief that our  stockholders  have not benefited  proportionately
          from the costs of  registration  and OTC Bulletin Board trading of our
          common stock,  principally  as a result of the thin trading market for
          our common stock, which may have resulted in:

          o    depressed market prices for our common stock;

          o    a lack of market makers and analysts  following our  performance;
               and

          o    a limitation of our  stockholders'  abilities to sell  relatively
               large  blocks  of  their  shares  in  the  open  market   without
               significantly decreasing the market price.


In view of the these  factors,  our board of  directors  and James L.  Smith and
Charles L. Smith, in their individual capacities, determined that deregistration
of our common stock through a reverse  stock split may provide a more  effective
means of using our capital to benefit our stockholders.

Purposes of and Reasons for the Reverse Stock Split

The primary  purpose of the reverse stock split is to enable us to terminate the
registration  of our common stock under Section 12(g) of the 1934 Act. Our board
of directors  holds the view that we and our  stockholders  currently  derive no
material benefit from continued registration under the 1934 Act.

We have  maintained  our  registered  status  in the past in order to  provide a
trading market for our stockholders; however, our stockholders have not made use
of that trading market. We had approximately  1,397 stockholders of record as of
June 30, 2003, of which  approximately 1,089 each owned less than 100 shares. Of
the remaining 308 record  holders,  one is Cede & Co., which is a depository for
securities brokers,  and the other 307 are record stockholders holding shares in
their own  accounts.  Since the average  daily volume of trading from January 1,
2003  through  August  25,  2003  was   approximately  89  shares   (eliminating
duplicative  trades),  we believe  there has not been a  material  change in the
ownership of our shares  during such time.  As of June 30,  2003,  approximately
98.94% of our outstanding  shares were held by fewer than 500 stockholders based
on  information  obtained  from  independent  parties.  As a result,  there is a
limited  market  for our  shares and our board of  directors  believes  there is
little  likelihood  that a more active  market will  develop in the  foreseeable
future. Even if our financial performance  improves,  our board believes that at
this time there is little  public  appetite for the common stock of small public
companies  with a history of  operating  losses  and  sporadic  cash  flow,  low
capitalization and limited opportunity to grow.

As a result of our limited trading  market,  we are not in a position to use our
public company  status to raise capital  through sales of securities in a public
offering in the future or to acquire other business  entities using our stock as
consideration.  Our ability to expand has been limited within the past two years
due to our inability to raise  capital.  Our board of directors  has  determined
that we need to  stabilize  and  reduce  operating  expenses  so we can focus on
running a successful business and plan with more certainty for our future. Given
our history of losses,  our board of directors  believes it necessary to realize
every opportunity to reduce overhead and focus our limited resources on becoming
profitable.  The direct and indirect  expenses we incur in being publicly traded
are the most  significant  expenses  that we can  eliminate  without  negatively
affecting our operations.

Our status as a public  company  has not only failed to  materially  benefit our
stockholders,  but also,  in our board's view,  places a  significant  financial
burden  on us.  Because  we have more than 500  stockholders  of record  and our
common stock is registered  under Section 12(g) of the 1934 Act, we are required
to comply with the disclosure and reporting requirements under the 1934 Act. The
cost of  complying  with these  requirements  is  substantial,  representing  an
estimated  annual cost to us of approximately  $116,000,  and includes legal and
accounting  fees,  printing,  postage,  data  entry,  stock  transfer  and other


                                       5


administrative expenses related to servicing stockholders who are record holders
of relatively small numbers of shares.  These cost savings are estimates and the
actual  savings  to be  realized  may be higher or lower  than  anticipated.  In
addition to the direct costs we incur, our management and employees are required
to devote their time and energy to completing the periodic  reports  required of
publicly-traded companies under the 1934 Act. In going private, we can eliminate
many of these direct and indirect costs.  Thus, in addition to the approximately
$116,000 in direct  annual  savings we expect to realize  following  the reverse
stock split,  our  management and employees will be able to focus their time and
effort on the operation of our business.

As a result of recent  corporate  governance  scandals and the  legislative  and
litigation  environment  resulting  from  those  scandals,  the costs of being a
public  company  in  general,  and the costs of  remaining  a public  company in
particular,  are  expected  to increase  dramatically  in the near  future.  For
example,  the recently enacted  Sarbanes-Oxley Act of 2002 has had the effect of
increasing  the burdens and potential  liabilities  of being a public  reporting
company. This and other proposed legislation will likely increase audit fees and
other costs of compliance such as attorneys'  fees, and by increasing  potential
liability of officers and directors,  will likely result in further increases in
insurance premiums.  In light of our current size and resources,  our board does
not believe that such costs are justified. Therefore, our board believes that it
is in our best interests to eliminate the  administrative  and financial  burden
associated with being and remaining a public company.

Finally, the low market price makes our business seem less credible. It has made
stock options  unattractive,  resulting in an inability to utilize stock options
as a method of attracting  or retaining  high-quality  employees.  By becoming a
private  company,  we hope to focus our employees'  attention on our fundamental
positive   aspects,   while  removing  the  negative   impression  of  being  an
underperforming  public  company,  and in doing so attract  and retain more high
quality employees.

In view of the fact that going  private  presents the best  opportunity  to save
operating  costs,  and in light of the  relatively  small  benefit  our board of
directors  and  James L.  Smith  and  Charles  L.  Smith,  in  their  individual
capacities,  believe our  stockholders  have  received as a result of our public
company status,  our board of directors and James L. Smith and Charles L. Smith,
in their individual  capacities,  believe the reverse stock split will provide a
more efficient means of using our capital to benefit our stockholders.

Alternatives Considered

Before making its  determination  to proceed with the reverse  stock split,  our
board of directors and James L. Smith and Charles L. Smith, in their  individual
capacities, considered the following alternatives:

     o    Issuer  Tender Offer.  Our board  considered an issuer tender offer to
          repurchase  shares of our outstanding  common stock. The results of an
          issuer  tender  offer  would  be  unpredictable,  however,  due to its
          voluntary  nature;  thus,  our board was  uncertain as to whether this
          alternative  would  result in a  sufficient  number  of  shares  being
          tendered.  Moreover,  federal  regulations  impose rules regarding the
          treatment  of  stockholders  in a  tender  offer,  including  pro-rata
          acceptance  of offers from  stockholders,  which make it  difficult to
          ensure  that we would be able to reduce  the  number  of  stockholders
          below 500. As a result, our board rejected this alternative.

     o    Maintaining  the Status  Quo.  Our board  considered  whether we could
          reduce  operating  costs while  providing the same quality  service to
          customers  without  taking the  company  private.  However,  our board
          concluded that  maintaining the status quo would be detrimental to all
          our  stockholders.  We would continue to incur the expenses of being a
          public  company  without  the  benefits,   and  would  have  no  other
          significant way to reduce expenses and stabilize operations other than
          to reduce  expenses that might have a more direct  negative  impact on
          the service we provide to our customers. Thus, our board rejected this
          alternative.

     o    Selling the Company. Our board determined that the sale of the company
          was not an  alternative  to going  private by means of a reverse stock
          split.  Our board  believes  that the reverse stock split would enable
          management  to devote full time and  attention  to our  business  thus
          allowing us to improve our financial  performance,  which could result
          in increased  stockholder  value over time. In discussing  the reverse


                                       6


          stock  split  and the  alternatives,  our board  knew  that  obtaining
          stockholders' approval of a sale of our company would have been highly
          unlikely  given the number of shares  beneficially  owned by directors
          and officers. They also noted their concern that exploring the sale of
          the company could create an unstable  environment  for many  employees
          whose  commitment  is  key to  company  operations,  thus  potentially
          disrupting and adversely affecting our business.

During the process of analyzing  the fairness of the  transaction  and preparing
this  information  statement,  our  affiliated  stockholders  (those who are our
directors and officers) concluded that it was inappropriate to sell their shares
at this  time  given  their  considerable  investment  of time and  money in the
company  (although they will receive cash for any fractional shares they hold as
a  result  of  the  reverse  stock  split).  While  recognizing  that  there  is
considerable uncertainty regarding our future performance, they are hopeful that
our performance  will improve if the reverse stock split is implemented and will
result in increased  stockholder value over time. Although neither our board nor
James L. Smith or Charles L. Smith,  in their  individual  capacities,  actively
solicited any third-party offers or attempted to sell the company, our board and
James  L.  Smith  and  Charles  L.  Smith,  in  their   individual   capacities,
nevertheless  concluded,  based on our  operating  history,  net losses and cash
flow, that we were not an attractive  candidate for  acquisition.  Our board and
James L. Smith and  Charles  L.  Smith,  in their  individual  capacities,  also
believed  that,  even though they had not  solicited an offer from a third party
and thus did not know with  certainty what a third party would be willing to pay
to acquire us, the price to be paid for the fractional shares was fair.

Effects of the Reverse Stock Split

Effects of the Reverse Stock Split on the Company.  The board and James L. Smith
and Charles L. Smith, in their individual  capacities,  considered the following
effects that the reverse stock split will have on the company:

     o    Reduction  in the Number of  Stockholders  of Record and the Number of
          Outstanding  Shares.  We believe  that the  reverse  stock  split will
          reduce our number of stockholders of record from  approximately  1,397
          to  approximately  308. We estimate that  approximately  28,413 shares
          will be exchanged for cash in lieu of fractional shares in the reverse
          stock  split.  The number of  outstanding  shares of common stock will
          decrease  from  2,691,255  to  approximately  2,662,842 on a pre-split
          basis).  Accordingly,  the liquidity of the shares of our common stock
          will substantially decrease.

     o    Change in Book  Value.  The price to be paid to  holders of fewer than
          100 shares of common  stock will be $.50 per share,  and the number of
          shares of common  stock  expected  to be cashed out as a result of the
          reverse stock split is estimated to be approximately 28,413. The total
          expenditures  for us,  including  expenses,  of effecting  the reverse
          stock split is expected to be approximately $34,207. At June 30, 2003,
          aggregate  stockholders'  equity  in  the  company  was  approximately
          $810,355,  or $.30 per share.  Taking into account the preferred stock
          liquidation  preference  of  $850,000,  expect that the book value per
          share of common  stock will be changed from  approximately  ($.02) per
          share as of June 30,  2003,  on a  historical  basis to  approximately
          ($.03)  per  pre-split  share on a pro  forma  basis.  However,  it is
          important to note that book value is an accounting  methodology  based
          on the  historical  cost of our assets,  and therefore may not reflect
          our current value.

     o    Available Cash. Our cash will be reduced by approximately $34,207 on a
          pro forma basis as of June 30, 2003, with a corresponding  decrease in
          our net stockholders' equity.









                                       7


     o    Termination of Registration  Our common stock is currently  registered
          under the 1934 Act and traded on the OTC  Bulletin  Board,  which is a
          regulated quotation service that displays real time quotes, last sales
          price and volume limitation in over-the-counter equity securities.  We
          are  permitted to terminate our  registration  if there are fewer than
          500 record holders of outstanding shares of our common stock. Upon the
          completion of the reverse stock split, we will have  approximately 308
          stockholders  of  record.  We  intend  to  apply  for  termination  of
          registration  of our common stock under the 1934 Act and to remove our
          common  stock from  trading on the OTC  Bulletin  Board as promptly as
          possible  after  the  effective  date  of  the  reverse  stock  split.
          Termination  of  registration  under  the 1934 Act will  substantially
          reduce  the  information  required  to  be  furnished  by  us  to  our
          stockholders and to the SEC.

          As a result of the termination of our reporting  obligations under the
          Exchange Act:

          o    We  will  not  be   required  to   publicly   disclose   material
               developments.

          o    We will no longer be subject to the more extensive  reporting and
               disclosure  and corporate  governance  provisions of the Exchange
               Act, such as filing of quarterly and annual  reports with the SEC
               and proxy  statement  disclosure in connection  with  stockholder
               meetings  and the  related  requirement  of an  annual  report to
               stockholders,  so that we will  not be  legally  obligated  to do
               those things.  However,  it is the present intent of the Board of
               Directors  that at least  annual  financial  statements  would be
               mailed to stockholders and that an annual meeting of stockholders
               would continue to be held.

          o    The corporate governance  provisions of the Sarbanes-Oxley Act of
               2002,  including any penalties for violations of such provisions,
               will not apply to us or our  directors or  officers,  since those
               provisions  only apply to  companies  with a class of  securities
               registered  under the Exchange  Act. For example,  the  following
               requirements  will not apply:  (i) the requirement that our chief
               executive  officer and chief  financial  officer certify that the
               financial  statements  contained in our periodic  reports  comply
               with  the  requirements  under  the  Exchange  Act and  that  the
               information contained in our periodic reports fairly presents, in
               all material respects, the financial condition and results of our
               operations;  (ii) management's annual assessment of the company's
               internal   controls  and  the   attestation   by  the   company's
               independent auditors to management's  assessment of such internal
               controls;  (iii)  the  prohibitions  on  loans  to  officers  and
               directors   of   reporting    companies;    (iv)   the   enhanced
               responsibilities  of  members  of audit  committees;  and (v) the
               requirements  for  maintenance  of a code of  ethics  for  senior
               financial officers and whistleblower procedures.

          o    The   restrictions  of  the  Exchange  Act,   including   without
               limitation  the reporting and  short-swing  profit  provisions of
               Section  16,  will no  longer  apply to our  executive  officers,
               directors and 10% stockholders.

          Furthermore,  our directors,  officers,  and other  affiliates will be
          deprived  of the ability to dispose of their  common  stock under Rule
          144 promulgated under the Securities Act of 1933.

          However,  we will  continue  to be subject to the  general  anti-fraud
          provisions of federal securities laws.

     o    Financial  Effects  of the  Reverse  Stock  Split.  We  estimate  that
          approximately  $14,207  will be  required  to pay  for the  fractional
          shares of our common  stock  exchanged  for cash in the reverse  stock
          split.  Additionally,  we estimate  that  professional  fees and other
          expenses related to the transaction,  will total approximately $20,000
          for the following: $10,000 for legal and professional fees; $9,000 for
          accounting fees; and $1,000 for printing costs and other miscellaneous
          costs.  We do not expect  that the payment to  stockholders  receiving
          cash in the reverse  stock split or the payment of expenses  will have
          any material adverse effect on our capital,  liquidity,  operations or
          cash  flow.  However,  there  will be less  capital  available  to us.
          Because we do not currently know the actual number of shares that will
          be  cashed  out in the  reverse  stock  split,  we do not know the net
          amount of cash to be paid to stockholders in the reverse stock split.



                                       8


          As discussed  above in "Special  Factors--Purposes  of and Reasons for
          the Reverse Stock Split," we anticipate saving  approximately  $40,000
          annually  in direct  costs and an  indeterminable  amount in  indirect
          savings  resulting from the reduction in the time that must be devoted
          by  our  employees  to  preparing   public  reports  and  filings  and
          responding to stockholder inquiries. We will be the beneficiary of the
          projected  savings as a result of termination of  registration  of our
          common  stock  under  the  1934  Act.  As of  June  30,  2003,  we had
          approximately   $1,797,807  in  net  operating   loss   carry-forwards
          available to offset future  taxable  income.  The net  operating  loss
          carry-forwards  will expire in 2017. If we generate  taxable income in
          future   periods   (but   prior   to  the   expiration   of  the  loss
          carry-forwards),  our stockholders in such future periods may derive a
          benefit because we may utilize these loss  carry-forwards to reduce or
          eliminate our federal income tax liability in such periods.


     o    Rights, Preferences and Limitations.  There are no differences between
          the respective rights, preferences and limitations of our common stock
          currently outstanding and the common stock to be outstanding after the
          reverse  stock split  becomes  effective.  There will be no difference
          with  respect  to  dividend,   voting,  liquidation  or  other  rights
          associated  with our common stock  before and after the reverse  stock
          split.

Effects of the Reverse Stock Split on our  Stockholders.  Our board and James L.
Smith and Charles L. Smith, in their individual capacities, reviewed the effects
of the  reverse  stock  split  on our  stockholders.  In  doing  so,  our  board
considered the effects on our affiliated  stockholders  (those who are directors
and  officers)  and our  unaffiliated  stockholders,  both those who will remain
stockholders and those who will be cashed out in the reverse stock split.

     o    Affiliated  Stockholders.  As a result of the reverse stock split,  we
          expect that the percentage of beneficial ownership of our common stock
          held by our  directors  and  officers  as a group will  increase  from
          approximately  55.58% to approximately  56.17% after the reverse stock
          split,  and  approximately  all of our  voting  common  stock  will be
          controlled by our affiliates and related entities.  These stockholders
          will  increase  their  ownership  percentage  without  any  additional
          investment.   As  a  result  of  their  additional  ownership,   these
          stockholders  will be able, under Oklahoma law, to approve a merger or
          sale of the company,  among other things,  by majority written consent
          without  needing  to  seek  or  obtain  the  consent  of  unaffiliated
          stockholders.  Our  directors  and  officers  will  remain in the same
          positions  in the  company  that they had prior to the  reverse  stock
          split.

          After the reverse stock split, our common stock will not be registered
          under the 1934 Act. Our directors,  officers and other affiliates will
          no longer be subject to many of the  reporting  requirements,  such as
          reporting  of  related  party   transactions  and  compensation,   and
          restrictions of the 1934 Act,  including the reporting and short-swing
          profit  provisions  of Section 16. Our  directors,  officers and other
          affiliates  will,  however,  be  deprived of the ability to dispose of
          their shares of our common  stock under Rule 144 under the  Securities
          Act of 1933.  Our  directors and officers will still be subject to the
          fiduciary and other obligations of Oklahoma law.

     o    Unaffiliated Stockholders. Our board reviewed the following effects of
          the reverse stock split on our unaffiliated  stockholders,  both those
          who will remain  stockholders  after the reverse stock split and those
          who  would   receive   only  cash  and  be   eliminated   entirely  as
          stockholders.

          |X|  Remaining  Stockholders.  Terminating  the  registration  of  our
               common  stock will affect the market for our common stock and the
               ability of remaining stockholders to buy and sell shares. Even as
               a public reporting  company,  however,  we have a limited trading
               market for our common stock, especially for sales of large blocks
               of shares.  Our board noted that our  stockholders  derive little
               relative benefit from our status as a public  reporting  company.
               After the reverse stock split, our common stock will no longer be
               quoted on the OTC Bulletin Board. In addition,  we will no longer
               be required to file public reports of our financial condition and
               other  aspects  of  our  business  with  the  SEC.  As a  result,
               stockholders   will  have  less   legally   mandated   access  to



                                       9


               information  about our  business and results of  operations  than
               they had prior to the reverse stock split. Finally, the remaining
               unaffiliated  stockholders  will have no control  over us because
               the  affiliated   stockholders   will  increase  their  ownership
               percentages and  substantially  all of our voting securities will
               be beneficially owned by our affiliated  stockholders and related
               entities.

          |X|  Stockholders Being Cashed Out. Stockholders being cashed out will
               receive  $.50  per   pre-split   share  and  will  no  longer  be
               stockholders of the company.  Such stockholders will no longer be
               entitled  to  vote  as a  stockholder  or  share  in our  assets,
               earnings or profits with respect to such cashed out shares.

     o    Preferred  Stock.  The  conversion  price of each share of outstanding
          preferred stock will  automatically  increase by a factor of 100:1 and
          the  number of  shares  of  common  stock  into  which  each  share of
          preferred stock is convertible will decrease by a factor of 100:1.

United States Federal Income Tax Consequences of the Reverse Stock Split

The discussion of United States federal income tax  consequences set forth below
is for general information only and does not purport to be a complete discussion
or  analysis of all  potential  tax  consequences  which may apply to us and our
stockholders.  You are  strongly  urged to consult your tax advisor to determine
the particular tax consequences to you of the reverse stock split, including the
applicability and effect of federal, state, local, foreign and other tax laws.

The following  discussion sets forth the principal  United States federal income
tax  consequences  of the reverse  stock split to us and our  stockholders.  The
following  disclosure  addresses  only the  United  States  federal  income  tax
consequences to the  stockholders  who hold their shares as a capital asset. The
following disclosure does not address all of the federal income tax consequences
that may be  relevant to  particular  stockholders  based upon their  individual
circumstances  or to  stockholders  who are  subject to special  rules,  such as
financial institutions,  tax-exempt organizations,  insurance companies, dealers
in securities,  foreign holders or holders who acquired their shares pursuant to
the  exercise  of employee  stock  options or  otherwise  as  compensation.  The
following  disclosure is based upon the United States  Internal  Revenue Code of
1986,  as amended (the  "Code"),  laws,  regulations,  rulings and  decisions in
effect as of the date of this information statement, all of which are subject to
change, possibly with retroactive effect, and to differing interpretations.  The
following  disclosure does not address the tax  consequences to our stockholders
under state,  local and foreign laws.  We have neither  requested nor received a
tax opinion  from legal  counsel  with  respect to any of the matters  discussed
herein.  No rulings have been or will be requested  from the IRS with respect to
any of the  matters  discussed  herein.  There can be no  assurance  that future
legislation,  regulations,  administrative  rulings or court decisions would not
alter the consequences set forth below.

The Company. The reverse stock split will be a tax free reorganization described
in Section 368(a)(1)(E) of the Code. Accordingly,  we will not recognize taxable
income, gain or loss in connection with the reverse stock split.

Stockholders  Who Receive Shares of New Common Stock. A stockholder who receives
only shares of new common stock in the transaction (i.e., a stockholder who owns
a number of shares of old common stock equal to the product of 100 multiplied by
a whole number) will not recognize gain or loss, or dividend income, as a result
of the reverse stock split and the basis and holding period of such  stockholder
in shares of old common stock will carry over as the basis and holding period of
such stockholder's shares of new common stock.

A  stockholder  who  receives  both  shares of new common  stock and cash in the
transaction (i.e., a stockholder who owns a number of shares of old common stock
which is greater than 100 and is not equal to the product of 100 multiplied by a
whole number) will be treated as having exchanged a portion of his shares of old
common stock for the shares of new common stock and as having had the balance of
his old shares  redeemed by us in exchange for the cash payment.  The portion of
the transaction  treated as a cash redemption of a portion of the old stock will
be a taxable  transaction to such  stockholder,  the  consequences  of which are


                                       10


described below. The portion of the transaction  which is treated as an exchange
of shares of old  common  stock for  shares of new  common  stock  will not be a
taxable  transaction for the stockholder and the stockholder  will not recognize
gain or loss,  or dividend  income on that portion of the  transaction,  and the
basis and holding period of such stockholder in the portion of his shares of old
common  stock  exchanged  for shares of new common  stock will carry over as the
basis and holding period of such stockholder's shares of new common stock.

Stockholders  Who Receive Cash.  The receipt by a stockholder of cash in lieu of
fractional  shares of new common stock  pursuant to the reverse stock split will
be  treated  as a  redemption  of stock  and will be a taxable  transaction  for
federal  income tax  purposes.  The tax  treatment of a  redemption  of stock is
governed by Section 302 of the Code and, depending on a stockholder's situation,
will be taxed as either: (i) a sale or exchange of the redeemed shares, in which
case the stockholder will recognize gain or loss equal to the difference between
the cash payment and the  stockholder's  tax basis for the redeemed  shares;  or
(ii) a cash distribution  which is treated:  (i) first, as a taxable dividend to
the extent of our 2002 earnings and our accumulated  earnings and profits;  (ii)
then,  as a tax-free  return of capital to the extent of the  stockholder's  tax
basis in the  redeemed  shares;  and  (iii)  finally,  as gain  from the sale or
exchange of the redeemed shares.

Fairness of the Reverse Stock Split to our Unaffiliated Stockholders

At the board of directors  meeting on June 24,  2003,  the board  discussed  the
little  benefit that the company and its  stockholders  were  deriving  from the
company's  public company status and considered the advantage and  disadvantages
of  becoming  a  private  company.  Due to the  declining  market  price  of the
company's stock and the increasing costs of being a public company,  among other
factors,  the board  concluded  that taking the company  private was in the best
interest  of the  company  and its  stockholders.  The  board  decided  the most
effective  means of taking the  company  private  was to effect a reverse  stock
split of the common stock,  with cash being paid for the fractional  shares that
result. The board determined that a one for 100 reverse stock split would result
in the number of stockholders of record falling below 500, which would allow the
company to deregister its common stock under the 1934 Act.

As discussed in detail below, the board and James L. Smith and Charles L. Smith,
in their individual  capacities,  believe that the reverse stock split is in the
best interests of the company and is both procedurally and substantively fair to
our unaffiliated stockholders.

Procedural Fairness for Unaffiliated  Stockholders.  In accordance with Oklahoma
law, the  affirmative  vote of a majority of  directors of the company,  and the
affirmative  vote of a majority of the outstanding  shares of common stock,  are
required to approve the reverse  stock split.  The reverse  stock split has been
unanimously  approved  by  the  board,  including  by  all  of  the  independent
directors,  who collectively constitute a majority of the board, as well as by a
majority  of the  outstanding  shares of  common  stock.  Oklahoma  law does not
require  that  the   amendment  be  approved  by  a  majority  of   unaffiliated
stockholders,   although   separate   unaffiliated   stockholder   approval  has
occasionally  been provided for by other  companies in the context of affiliated
going private  transactions.  In this case, however, the board determined not to
impose  any  voting  requirement  other  than that  required  by law in  seeking
approval  of the  reverse  stock  split.  In reaching  its  decision,  the board
considered  that a majority of the board  approving  the reverse stock split was
composed of  independent  directors.  The board also  considered  the common law
rights and other legal safeguards  available to minority  stockholders  whenever
action is taken by the majority  stockholders,  even in the absence of appraisal
rights being granted under the Oklahoma  General  Corporation  Act in connection
with a reverse stock split.  In light of these  safeguards,  the board concluded
that separate voting by the unaffiliated stockholders was not required to ensure
procedural fairness in approving the amendment, and instead determined to adhere
to a basic premise  underlying  stock  ownership as provided  under Oklahoma law
(and the laws of virtually all other states), namely the right of the holders of
a majority  of the shares of common  stock of a  corporation  to  influence  the
direction of that corporation,  including  considering and approving the reverse
stock split.

No  unaffiliated   representative   acting  solely  on  behalf  of  unaffiliated
stockholders for the purpose of negotiating the terms of the reverse stock split
or preparing a report  covering its fairness was retained by us or by a majority
of  directors  who are not  employees  of the  company.  The board of  directors
obtained a quote for procuring a fairness opinion from a qualified valuation and



                                       11


financial advisor. That quote, including the actuarial appraisal required by the
advisor, indicated a total cost in the range of $55,000, plus additional amounts
depending on developments.  Given the board of directors' knowledge of actuarial
appraisals,  the board concluded that the estimate quoted was reasonable for the
assignment  and that it was  unlikely  that the company  could obtain a fairness
opinion for an amount  substantially  less than the price  quoted.  The board of
directors concluded,  given the other considerations  discussed herein, that the
expense of obtaining a fairness  opinion was not  reasonable  in relation to the
size of the  transaction  being  contemplated  and decided not to obtain such an
opinion.  The board of directors  concluded it could  adequately  establish  the
fairness of the reverse stock split  without such an opinion by  addressing  the
factors and considerations described in this Information Statement.

We have not made any  provision in  connection  with the reverse  stock split to
grant  unaffiliated  stockholders  access  to our  corporate  files,  except  as
provided under the Oklahoma General  Corporation Act, or to obtain legal counsel
or appraisal services at our expense. With respect to unaffiliated stockholders'
access to our  corporate  files,  the  board  determined  that this  Information
Statement,  together  with our  other  filings  with the SEC,  provide  adequate
information  for  unaffiliated  stockholders  with respect to the reverse  stock
split.  The board  also  considered  the fact that  under the  Oklahoma  General
Corporation  Act and subject to specified  conditions  set forth under  Oklahoma
law,  stockholders  have the right to review our  relevant  books and records of
account.  In deciding not to adopt these additional  procedures,  the board also
took into account  factors such as our size and financial  capacity and the cost
of such procedures.

After  consideration  of the factors  described  above,  the board of  directors
concluded that the reverse stock split is procedurally fair, notwithstanding the
absence of an unaffiliated  stockholder  approval  requirement,  an unaffiliated
stockholder  representative  and the  provision  of legal  counsel or  appraisal
services at our expense.

Substantive  Fairness to our Unaffiliated  Stockholders.  The board and James L.
Smith and Charles L. Smith,  in their  individual  capacities,  believe that the
reverse  stock split is in the best  interests of the company and is fair to all
unaffiliated stockholders, both those who will remain stockholders and those who
will be cashed out as a result of the reverse stock split.  In  determining  the
fairness of the reverse stock split, the board and James L. Smith and Charles L.
Smith, in their individual  capacities,  considered a number of factors prior to
approval of the proposed transaction, including the following:

     Factors in Support of the Reverse Stock Split

     o    Unaffiliated   Stockholders   Who  Will   Remain   Stockholders.   Our
          unaffiliated  stockholders who will remain stockholders  following the
          reverse  stock  split  will  benefit  from  the  direct  and  indirect
          operating  costs  saved by us since we will no longer be  required  to
          maintain  our public  company  status.  These  costs do not  adversely
          affect  the  services  we  provide to our  customers;  therefore,  the
          remaining  stockholders would enjoy any increased value of the company
          that might result from  improved  operations  and improved  stability,
          even though they were not enjoying immediate liquidity.  Regarding the
          increased ownership percentage for affiliated stockholders,  the board
          determined  that,  even  under  current   ownership,   the  affiliated
          stockholders  have  control  over  the  company.  Furthermore,   those
          stockholders  who wish to be cashed  out  entirely  may  reduce  their
          holdings  below 100 shares prior to the effective  time of the reverse
          stock split.

     o    Unaffiliated Stockholders Being Cashed Out. The reverse stock split is
          fair  to  unaffiliated  stockholders  who  will be  cashed  out in the
          reverse  stock split  because of the price  being paid for  fractional
          shares  of our  common  stock.  Our  board  considered  the fact  that
          stockholders  who will  receive  cash  will have no  control  over the
          timing or a price of the sale of their shares.  However, the board and
          James L. Smith and Charles L. Smith, in their  individual  capacities,
          noted that  there is  limited,  if any,  liquidity  currently  for our
          common stock, and thus  stockholders  have limited choice as to timing
          and price, particularly if they wish to sell a large number of shares.
          The board and James L. Smith and Charles L. Smith, in their individual
          capacities,  determined  that the  certainty of liquidity  through the
          reverse  stock  split,  together  with  price  being  paid  in lieu of



                                       12


          fractional shares, made the transaction fair, even taking into account
          the lack of control  over  timing  and  price.  The board and James L.
          Smith and Charles L. Smith, in their individual capacities, also noted
          the  stockholders  would be able to  dispose of their  shares  without
          incurring brokerage costs. Furthermore, those stockholders who wish to
          increase their holdings above 100 shares to avoid being cashed out may
          do so by  purchasing  shares of our  common  stock in the open  market
          prior to the effective time of the reverse stock split.

     Factors Not in Support of the Reverse Stock Split

     o    Termination of Public Sale Opportunities.  Following the reverse stock
          split and the  deregistration  of our common stock,  the public market
          for shares of common stock will be  eliminated.  Stockholders  will no
          longer  have the option of selling  their  shares on the open  market.
          However,  the  current  public  market for our common  stock is highly
          illiquid;  therefore,  the  board and James L.  Smith and  Charles  L.
          Smith, in their individual  capacities,  believe that any further loss
          of liquidity will have little effect on our unaffiliated  stockholders
          and will be outweighed by the benefits of going private. Additionally,
          the effect of further losses of liquidity will have the same effect on
          all of our stockholders, both affiliated and unaffiliated.

     o    Termination of Publicly Available Information. Upon termination of the
          registration of our common stock, we will no longer file,  among other
          things,  periodic reports with the SEC, and information  regarding our
          operations  and  financial   results  will  no  longer  be  available.
          Remaining  stockholders,  however, will have a limited right to obtain
          such information  under Oklahoma law. The board and James L. Smith and
          Charles L. Smith, in their individual capacities,  do not believe this
          factor  makes  the  transaction  unfair to  unaffiliated  stockholders
          because  any  detriment  that may result  from  termination  of public
          filings  will be offset by the  benefits  to the  company of no longer
          being a public company.

     o    Inability  To  Participate  in Future  Increase in Value of our Common
          Stock.  Stockholders  who  will be  cashed  out will  have no  further
          interest  in the  company  and thus will not have the  opportunity  to
          participate  in the  potential  upside of any increase in the value of
          our common stock. However, the board and James L. Smith and Charles L.
          Smith, in their individual capacities,  do not believe that this makes
          the  transaction  unfair to  unaffiliated  stockholders  because  such
          stockholders  may retain  their  interest in the company by  acquiring
          sufficient  shares so that they hold at least 100  shares  immediately
          prior to the reverse stock split.

After  considering  all of these factors and the fairness of the price discussed
below,  the board and James L. Smith and Charles L. Smith,  in their  individual
capacities, determined that the reverse stock split and the process by which the
transaction was approved is fair to unaffiliated stockholders.

Fairness of the Price.  In  analyzing  the fairness of the  transaction  and the
price to be paid  for  fractional  shares  of our  common  stock,  our  board of
directors  and  James L.  Smith  and  Charles  L.  Smith,  in  their  individual
capacities,  sought  to  determine  a price  that was  fair to our  unaffiliated
stockholders,  both those who would receive only cash in the reverse stock split
and those who would remain stockholders after the reverse stock split. Our board
of  directors  and James L. Smith and  Charles  L.  Smith,  in their  individual
capacities, considered and reviewed the following documentation and information:

     o    our  annual  financial  statements,   including  consolidated  audited
          financial  statements  for  each  of the  past  five  years  up to and
          including December 30, 2002;

     o    our quarterly  unaudited  financial  statements for the fiscal quarter
          ended June 30, 2003;

     o    management  projected  revenue  and cost  budgets  for the fiscal year
          ending December 31, 2003;

     o    the  terms  of  the  reverse   stock  split  and  its  effect  on  our
          stockholders;



                                       13


     o    market  information on the recent price behavior and trading volume of
          our common stock;

     o    the pro forma  financial  effects of the reverse stock split on us and
          our stockholders; and

     o    the tax effects of the reverse stock split on our stockholders.

Our  board of  directors  and James L.  Smith and  Charles  L.  Smith,  in their
individual  capacities,   considered  the  following  factors  in  reaching  its
conclusion  as to the reverse  stock  split and the  fairness of the price to be
paid in lieu of  fractional  shares  resulting  from the  reverse  stock  split.
Individual  directors  and  James  L.  Smith  and  Charles  L.  Smith,  in their
individual  capacities,  may have given differing weights to different  factors.
Due to the  relative  illiquidity  of our common  stock,  the board and James L.
Smith and Charles L. Smith, in their individual capacities, ultimately adopted a
price of $.50 per share,  which  represents a premium to both book value and the
average  closing  trading  price of $.30 for the thirty  calendar  days prior to
September 18, 2003, which was the last trading day on which our common stock was
traded before we announced the proposed reverse stock split.

     o    Current and Historical Market Prices of our Common Stock. The board of
          directors and James L. Smith and Charles L. Smith, in their individual
          capacities,  considered  recent  historical  market prices and current
          market prices of common stock.  Although our common stock is quoted on
          the OTC  Bulletin  Board,  there is a limited  trading  market for our
          common  stock.  The high and low sale prices for our common stock from
          January 1, 2000 to  November  4, 2003,  ranged from a high of $1.01 in
          January 2003 to a low of $.20 per share in September 2003. The closing
          sale  price of the common  stock on  September  18,  2003 was $.20 per
          share,  and the closing  sale price of the common stock on October 30,
          2003,  the most recent day  preceding  the filing of this  Information
          Statement  on which a trade  occurred,  was $.35 per share.  In the 90
          days  preceding  the mailing of this  Information  Statement,  trading
          occurred  on only  five  days and  covered  an  aggregate  of only 800
          shares.  The board and James L. Smith and Charles L.  Smith,  in their
          individual  capacities,  concluded that there was not an active market
          for the stock,  but did note that the cash-out price of $.50 per share
          substantially exceeded the prices paid for the common stock for the 90
          days preceding the filing of this Information Statement.  See "Trading
          and Market Prices" for more information about our common stock prices.

     o    Premium Over Market Price. The price to be paid for fractional  shares
          in the  reverse  stock split on a pre-split  basis  represents  a 150%
          premium  over the last  closing  trading  price of $.20 for our common
          stock  prior  to  the  announcement  of the  reverse  stock  split  on
          September 18, 2003,  and a premium of 66.67% over the average  closing
          trading price of $.30 for the thirty  calendar days prior to September
          18, 2003.

     o    Net Book  Value.  As of June 30,  2003,  the book  value  per share of
          common  stock was  approximately  ($.02).  Although  book  value was a
          factor,  among others,  that was  considered by the board and James L.
          Smith  and  Charles  L.  Smith,  in their  individual  capacities,  in
          determining the consideration to be paid to cashed-out stockholders in
          the  merger,  the board and James L. Smith and  Charles L.  Smith,  in
          their  individual  capacities,  determined  that it was  not  directly
          relevant due to the negative book value.  The board and James L. Smith
          and Charles L. Smith, in their individual capacities, believe that net
          book value is a concept  used in  valuing a company  in  circumstances
          where the  assets of the  business  are  relatively  easy to value and
          economically  productive.   In  circumstances  where  the  assets  are
          unproductive  or  under-productive  and especially in cases where they
          are producing a negative cash flow, as in the case of the company,  we
          believe  that the  concept  of net  book  value  in  valuation  may be
          misleading or irrelevant.

     o    Liquidation  Value.  The net book  value  of our  tangible  assets  is
          negative,  and we and James L. Smith and  Charles L.  Smith,  in their
          individual  capacities,  had no basis to  believe  that such  tangible


                                       14


          assets could be liquidated for an amount greater than our liabilities.
          Therefore,  we and  James L.  Smith and  Charles  L.  Smith,  in their
          individual   capacities,   did  not  consider   liquidation  value  in
          determining  the  fairness  of the  price  to be paid  for  fractional
          shares.

          Going  Concern  Value.  The board and James L.  Smith and  Charles  L.
          Smith, in their  individual  capacities,  did not determine a specific
          going  concern  value  for  the  company.  However,  we  reviewed  the
          company's net asset value,  recent losses and limited  liquidity,  and
          concluded that the company's  going concern value would not exceed the
          implied  valuation of the company using the cash-out price of $.50 per
          share.  The board and James L. Smith and  Charles L.  Smith,  in their
          individual  capacities,  reviewed  the  results of  operations  of the
          company for the previous three years and for the first two quarters of
          fiscal year 2003.  For fiscal years 2000,  2001 and 2002,  the company
          reported net losses of $ 454,421, $374,204 and $145,154, respectively.
          For the six months  ended June 30,  2003,  the company  reported a net
          loss of $162,670.  At June 30, 2003, the company had a working capital
          deficit  of  $1,478,412  and a ratio  of  current  assets  to  current
          liabilities of .76.

No firm offers have been made by an unaffiliated person during the preceding two
years  for (i) the  merger or  consolidation  of the  company  into or with such
person;  (ii) the sale or other transfer of all or any  substantial  part of our
assets;  and (iii) the purchase of a number of shares of common stock that would
enable the holder thereof to exercise control of us.

Our  board  of  directors  met  to  discuss  its  initial   conclusions  and  to
preliminarily  approve the reverse  stock split on June 24, 2003.  On August 15,
2003,  our board of  directors  approved  the reverse  stock split by  unanimous
written  consent and  determined  that,  based upon the factors set forth above,
$.50  per  pre-split  share  was a fair  price  to be paid to  stockholders  for
fractional shares resulting from the reverse stock split.

                  AMENDMENT TO OUR CERTIFICATE OF INCORPORATION

General

Our board of  directors  has  declared  advisable,  authorized  and  approved an
amendment to our  Certificate of  Incorporation  to effect a one for 100 reverse
stock split of our common stock as soon as practicable. The text of Article V of
our Certificate of  Incorporation,  as amended to effect the reverse stock split
and to decrease the number of  authorized  shares of common stock is attached to
this information statement as Appendix A.

On the effective date of the reverse stock split,  each 100 shares of our common
stock  will be  converted  automatically  into one  share of common  stock.  The
effective  date of the  reverse  stock  split  will be the  date  on  which  the
amendment to our  Certificate  of  Incorporation  is filed with the Secretary of
State of the State of Oklahoma, which we expect to be _____________, 2003.

The reverse  stock split is structured to be a "going  private"  transaction  as
defined in Rule 13e-3  promulgated  under the 1934 Act because it is intended to
terminate  our  reporting  requirements  under Section 12(g) of the 1934 Act. In
connection  with the reverse  stock split,  we have jointly  filed with James L.
Smith and Charles L. Smith a Rule 13e-3 transaction  statement on Schedule 13E-3
with the SEC.

Required Vote

The affirmative vote of a majority of the shares entitled to vote is required to
approve the amendment to our Certificate of  Incorporation to effect the reverse
stock  split.  Our  controlling  stockholders  have  consented in writing to the
amendment  and  the  reverse  stock  split  .  This  action  by our  controlling
stockholders is sufficient to obtain the  stockholder  vote necessary to approve
the  amendment  and the reverse  stock split  without the  approval of any other
stockholders.  Accordingly,  you are not  required  to vote and your vote is not
being sought.




                                       15


Description of the Reverse Stock Split

Our common stock is currently registered under the 1934 Act and, as such, we are
a reporting  company  under the 1934 Act. The reverse stock split is intended to
reduce the number of holders of our common stock to fewer than 500,  which would
permit us to terminate our registration  under the 1934 Act and become a private
company.  We intend to file for termination of our 1934 Act registration as soon
as practicable after the effective date of the reverse stock split.

Conversion of Shares.  The reverse stock split will be effective upon our filing
of an amendment to our  Certificate of  Incorporation  that will provide for the
conversion and  reclassification  of each outstanding  share of our common stock
into one one hundredth  (1/100) of a share of our common  stock.  In the reverse
stock split,  you will receive one share of common stock for each 100 shares you
hold immediately prior to the effective date of the reverse stock split, and you
will receive cash in lieu of any fractional  shares to which you would otherwise
be entitled.  The cash payment will be equal to $.50 per  pre-split  share.  The
following  examples  illustrate  the  effect  of  the  reverse  stock  split  on
stockholders in various circumstances:

Example 1:  Stockholders Owning Fewer than 100 Shares of Record

On the effective  date of the reverse stock split,  Stockholder A owns of record
87 shares of our common stock.  Using the ratio of one share of common stock for
each 100  shares  outstanding  immediately  prior to the  reverse  stock  split,
Stockholder  A would be entitled to receive only .87 of a share of common stock.
Because no  fractional  shares will be issued as a result of the  reverse  stock
split, Stockholder A will not receive any common stock, but will instead receive
a cash payment from us at the rate of $.50 per pre-split share. In this example,
Stockholder A would  receive  $43.50 in cash and will no longer be a stockholder
of the company.

Example 2:  Stockholders Owning 100 or More Shares of Record

On the effective  date of the reverse stock split,  Stockholder B owns of record
7,150 shares of our common  stock.  Using the ratio of one share of common stock
for each 100 shares  outstanding  immediately  prior to the reverse stock split,
Stockholder B would be entitled to receive 71.50 shares of common stock. Because
fractional  shares  will not be issued as a result of the reverse  stock  split,
Stockholder  B will receive 71 shares of common stock and $25.00 in cash (at the
rate of $.50 per pre-split  share) for his  remaining  0.50 of a share of common
stock.

Authorized Capital Stock Following the Reverse Stock Split. The amendment to our
Certificate  of  Incorporation,  a copy of which is attached as Appendix A, will
reclassify  each  outstanding  share of our  common  stock and will  reduce  our
authorized  capital  stock  from  10,000,000  shares to  5,050,000  shares.  The
amendment  will reduce our  authorized  common  stock from  5,000,000  to 50,000
shares  but will  not  affect  our  authorized  preferred  stock.  Our  board of
directors  currently  has,  and will  continue to have,  authority  to issue all
authorized  but  unissued  shares of  capital  stock at such  times and for such
consideration as the board determines. This authority will continue although the
number of shares of capital  stock  authorized  will be  significantly  reduced.
Other than the  issuance of shares of common  stock on  exercise of  outstanding
options or rights of conversion,  we have no plans to issue any shares of common
stock.  We plan to retire the fractional  shares  purchased in the reverse stock
split.

Effectiveness  of the Reverse Stock Split.  On the effective date of the reverse
stock  split,  each  certificate  representing  a  share  of  our  common  stock
outstanding immediately prior to the reverse stock split will be deemed, for all
corporate  purposes  and without any further  action by any person,  to evidence
ownership  of the reduced  number of shares of common  stock and/or the right to
receive cash for fractional  shares.  Each  stockholder  who owns fewer than 100
shares of record  immediately prior to the reverse stock split will not have any
rights with  respect to the common stock and will have only the right to receive
cash in lieu of the  fractional  shares  to which he or she would  otherwise  be
entitled.


                                       16


Exchange  of Stock  Certificates.  We will  promptly  file an  amendment  to our
Certificate of  Incorporation  with the Oklahoma  Secretary of State  twenty-one
days after the date of this information statement.  The reverse stock split will
become effective on the date of filing the amendment,  which we will refer to as
the "effective  date." As soon as practicable  after the effective date, we will
send you a letter of transmittal  which will provide the  instructions  by which
stockholders  will surrender their stock  certificates  and obtain  certificates
evidencing the shares of company common stock or cash to which they are entitled
after the reverse stock split. If certificates evidencing common stock have been
lost or destroyed, we may, in our sole discretion, accept in connection with the
reverse stock split a duly executed affidavit and indemnity agreement of loss or
destruction,  in a form  satisfactory  to us,  in lieu of the lost or  destroyed
certificate. If a certificate is lost or destroyed, the stockholder must submit,
in addition to other  documents,  a bond or other security  satisfactory  to the
board  indemnifying  us and all other persons  against any losses  incurred as a
consequence  of the  issuance  of a new stock  certificate.  Stockholders  whose
certificates   have  been  lost  or  destroyed  should  contact  us.  Additional
instructions  regarding lost or destroyed stock certificates will be included in
the letter of transmittal  that will be sent to  stockholders  after the reverse
stock split becomes effective.

Except as described above with respect to lost stock certificates, there will be
no service  charges or costs  payable by  stockholders  in  connection  with the
exchange of their certificates or in connection with the payment of cash in lieu
of fractional shares. We will bear these costs.

The  letter  of  transmittal  will be sent to  stockholders  promptly  after the
effective  date  of  the  reverse  stock  split.  DO  NOT  SEND  IN  YOUR  STOCK
CERTIFICATE(S) UNTIL YOU HAVE RECEIVED THE LETTER OF TRANSMITTAL.

Source of Funds and  Expenses.  We estimate that  approximately  $14,207 will be
required to pay for the fractional shares of our common stock exchanged for cash
in the  reverse  stock  split.  Additionally,  we will  pay all of the  expenses
related to the reverse stock split.  We estimate that these expenses will amount
to $20,000,  as follows:  $10,000 for legal and  professional  fees;  $9,000 for
accounting fees; and $1,000 for printing and other  miscellaneous  costs.  Funds
required to implement the reverse stock split shall be derived from our existing
working capital.

Conduct of Business After the Reverse Stock Split

Following the reverse  stock split,  we will continue to conduct our business in
the same manner as presently  conducted.  The  executive  officers and directors
immediately  prior to the  reverse  stock split will  continue  to be  executive
officers and directors  after the reverse stock split.  Except for the amendment
to our Certificate of Incorporation to effect the reverse stock split,  which is
attached hereto as Appendix A, our Certificate of Incorporation  and Bylaws will
remain in effect and unchanged by the reverse stock split.

We believe that there are significant  advantages in becoming a private company,
and we plan to avail  ourselves  of any  opportunities  we may have as a private
company,  including  making  any  public or  private  offering  for our  shares.
However,  we  do  not  have  any  current  plans  or  proposals  to  effect  any
extraordinary  corporate  transaction,  such  as  a  merger,  reorganization  or
liquidation;  to sell or transfer any material amounts of our assets;  to change
our board of directors or management;  to change  materially our indebtedness or
capitalization;  or  otherwise to effect any  material  change in our  corporate
structure or business.

Failure to Effect the Reverse Stock Split

Although the board of directors  believes  that the reverse  stock split will be
consummated  and that we will go private,  we cannot  guarantee that the reverse
stock split will result in the company's  going private.  The board of directors
will not implement  the reverse  stock split if it  determines  that the reverse
stock split would result in the number of stockholders  of record  remaining 500
or more. Our stock would continue to be listed on the OTC Bulletin Board, and we
would  continue  to file  annual and  quarterly  reports on Form 10-KSB and Form
10-QSB. The board of directors considered the possibility that the reverse stock
split may not be implemented.  The board determined that the potential  benefits
of  implementing  the  reverse  stock  split,  in the form of reduced  operating
expenses without  directly  affecting the company's  operations,  were worth the
risk that the reverse stock split might not be implemented.



                                       17


Abandonment of the Reverse Stock Split

Our board of directors  has the right to abandon the reverse  stock split before
the effective time of the reverse stock split, even after stockholder  approval,
if for any reason the board of directors  determines that it is not advisable to
proceed with the reverse stock split.

No Appraisal Rights

Stockholders  do not have  appraisal  rights  under  Oklahoma  law or under  our
Certificate  of  Incorporation  or Bylaws in  connection  with the reverse stock
split.

                            TRADING AND MARKET PRICES

Our common stock is quoted and traded on a limited and sporadic basis on the OTC
Bulletin  Board  operated by The NASDAQ  Stock  Market,  Inc.  under the trading
symbol "SUMC." The limited and sporadic trading does not constitute,  nor should
it be considered, an established public trading market for our common stock. The
following  table sets forth the high and low closing prices for our common stock
for  the  periods  indicated,  as  reported  by the  OTC  Bulletin  Board.  Such
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commissions, and may not necessarily represent actual transactions.



                                           2001                       2002                        2003
                                 ------------------------   ------------------------    ------------------------
                                    High          Low          High          Low           High          Low
                                 -----------   ----------   -----------   ----------    -----------   ----------
                                                                                      
First Quarter...................   $  .53        $  .25       $  .95        $  .23        $ 1.01        $  .40
Second Quarter..................   $ 1.05        $  .10       $ 1.01        $  .30        $  .80        $  .80
Third Quarter (to 9/18/03)......   $  .80        $  .75       $ 1.00        $  .51        $  .80        $  .20
Fourth Quarter..................   $  .90        $  .10       $  .90        $  .51


On November 4, 2003,  the closing bid price was $.21 and the closing asked price
was $.35.

















                                       18


                                    DIVIDENDS

We have never declared or paid any cash  dividends on our common stock.  For the
foreseeable  future,  we expect to retain any earnings to finance the  operation
and expansion of our business.  We also  presently  have  outstanding  preferred
stock  that  requires  us to accrue  dividends  in the  amount of  approximately
$12,500  every  quarter.  The  holders of our  outstanding  preferred  stock are
entitled to receive all accrued dividends before we can pay any dividends on our
common stock. In addition to the terms of our outstanding preferred stock, it is
anticipated that the terms of future debt and/or equity  financings may restrict
the amount of cash  dividends.  Therefore,  the payment of any cash dividends on
the common stock is unlikely.

             BACKGROUND INFORMATION OF EXECUTIVE OFFICERS, DIRECTORS
                             AND CONTROLLING PERSONS

The Company

This  information  statement is filed on behalf of Summit Life  Corporation,  an
Oklahoma  corporation  with its principal  office at 3021 Epperly Dr.,  Oklahoma
City, Oklahoma 73155, telephone number (405) 677-0781.

Directors and Executive Officers

James L.  Smith,  age 64,  co-founded  the  Company  in April 1994 and served as
Chairman of the Board of Directors, President and Chief Executive Officer of the
Company until April 1998, at which time he was elected its Chairman of the Board
and Chief Executive  Officer.  Mr. Smith was elected the Company's  Secretary in
2001.  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 Mawr, Pennsylvania. Mr. Smith retired from the
Army Reserves as the Assistant  Division  Commander of the 95th  Division,  Army
Reserves,  at the rank of Colonel  (Brigadier  General upon  Mobilization).  Mr.
Smith is the father of Charles L. Smith,  President and Chief Operating  Officer
of the Company.

Charles L.  Smith,  age 44,  co-founded  the Company in April 1994 and served as
Director,  Vice President,  Secretary and Treasurer from the Company's inception
in 1994  until  April  1998,  at  which  time he was  elected  President,  Chief
Operating  Officer,  and a director of the Company.  Mr. Smith was  subsequently
elected Chief Financial Officer.  Mr. Smith also serves as President of Security
General 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,  an  Oklahoma
licensed  insurance  agency.  Mr. Smith is Vice  President and a director of the
Smith Agency.  Mr. Smith has been involved in the insurance industry for over 18
years.  Mr.  Smith is the son of James L. Smith,  Chairman  of the Board,  Chief
Executive Officer and Secretary of the Company.

M. Dean Brown, age 73, 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,  age 63, 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, age 59, 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


                                       19


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.

Each of our directors and executive  officers are citizens of the United States.
The address of each of our directors and executive officers is 3021 Epperly Dr.,
Oklahoma City,  Oklahoma 73155,  telephone  number (405)  677-0781.  None of our
directors or executive officers has been convicted,  during the last five years,
in a criminal  proceeding nor has any of them been a party to a civil proceeding
of a judicial or administrative  body of competent  jurisdiction  resulting in a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.

Control Persons

James L. Smith, the Chairman of the Board, Chief Executive Officer and Secretary
of the company, and Charles L. Smith, the Chief Operating Officer and a director
of the company,  are our  majority  stockholders.  The address of the  principal
offices of James L. Smith and  Charles L. Smith is 3021  Epperly  Dr.,  Oklahoma
City,  Oklahoma  73155.  Neither  James L.  Smith nor  Charles L. Smith has been
convicted,  during the last five years, in a criminal  proceeding nor has any of
them been a party to a civil proceeding of a judicial or administrative  body of
competent jurisdiction resulting in a judgment,  decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.

                 INTERESTS OF EXECUTIVE OFFICERS AND DIRECTORS;
                         POTENTIAL CONFLICTS OF INTEREST

James L. Smith and Charles L. Smith  beneficially  own an aggregate of 51.68% of
our common stock. On August 15, 2003,  James L. Smith and Charles L. Smith voted
by  written  consent  to  approve  the  reverse  stock  split.   See  "Principal
Stockholders" for a discussion of our security ownership.

Our executive  officers and directors,  including  James L. Smith and Charles L.
Smith,  collectively  beneficially own approximately 55.58% of our common stock,
concluded that it was inappropriate to sell their shares of common stock at this
time given their considerable investment of time and money in the company. These
persons,  however,  will be paid cash for any  fractional  shares they hold as a
result  of the  reverse  stock  split in the  same  manner  as our  unaffiliated
stockholders.

After the reverse  stock  split,  our  executive  officers  and  directors  will
collectively beneficially own approximately 56.17% of our common stock, and they
will retain their  positions in the company.  These  stockholders  will increase
their ownership positions in the company without investing any additional money.

                             PRINCIPAL STOCKHOLDERS

As of September 18, 2003, we had 2,691,255 shares of common stock,  5,000 shares
of series a  preferred  stock and  350,000  shares of series b  preferred  stock
outstanding. None of the preferred stock has voting rights.

The table below sets forth,  as of September 18, 2003, the number and percentage
of outstanding  shares of common stock beneficially owned by (i) each person who
is  known by us to be the  beneficial  owner  of more  than 5% of the  company's
common stock which is the company's only class of voting  securities,  (ii) each
of the company's  directors,  (iii) each executive  officer of the company,  and
(iv) all  directors  and  executive  officers of the company as a group.  Unless
otherwise  noted,  the persons named below have sole voting and investment power
with respect to such shares.


                                       20


                                                         Common Stock
                                             -----------------------------------
Name of Beneficial Holder                    Number of Shares   Percent of Class
-------------------------                    ----------------   ----------------

James L. Smith* (1)                               693,485            25.77%

Charles L. Smith* (1)                             697,435            25.91%

Dean Brown * (1)                                  100,963             3.75%

Thomas D. Sanders * (1)                             2,318              (2)

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

All executive officers and directors
as a group (5 persons)                          1,495,733            55.58%

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

*    Director
(1)  Address is c/o Summit Life Corporation, 3021 Epperly Drive, P.O. Box 15808,
     Del City, Oklahoma 73155.
(2)  Less than 1%.

              FINANCIAL INFORMATION AND INCORPORATION BY REFERENCE

We file  annual,  quarterly  and special  reports,  proxy  statements  and other
information with the SEC. You may read and copy any reports, statements or other
information we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago,  Illinois. Please call the SEC at 1-800-SEC-0330 for
further  information  on the public  reference  rooms.  Our SEC filings are also
available to the public from commercial  document  retrieval services and at the
web site maintained by the SEC at "http://www.sec.gov."

The following  documents  previously filed by us under the 1934 Act with the SEC
are incorporated herein by reference:

     (1)  Our Annual Report on Form 10-KSB for the year ended December 31, 2002,
          filed March 31, 2003; and

     (2)  Our  Quarterly  Report on Form 10-QSB for the  quarterly  period ended
          June 30, 2003, filed August 7, 2003.

We will provide without charge to each person, including any beneficial owner of
such person, to whom a copy of this Information Statement has been delivered, on
written or oral  request,  a copy of any and all of the  documents  referred  to
above  that have been or may be  incorporated  by  reference  herein  other than
exhibits to such documents  (unless such exhibits are specifically  incorporated
by reference herein).  Requests for such copies should be directed to Charles L.
Smith,  Chief Operating  Officer,  3021 Epperly Drive,  Oklahoma City,  Oklahoma
73155.

The following  selected financial data is only a summary and should be read with
our financial  statements and the notes to those statements included in our Form
10-KSB for the year ended  December  31,  2002 and Form  10-QSB for the  quarter
ended June 30, 2003,  which are incorporated  herein.  The income statement data
for the years  ended  December  31, 2002 and  December  31, 2001 and the balance
sheet data at December  31,  2002 and  December  31,  2001 are derived  from our
financial statements,  which have been audited by our independent auditors.  The
income  statement  data for the six months ended June 30, 2003 and June 30, 2002
and the balance  sheet data at June 30, 2003 and June 30, 2002 are derived  from
our unaudited financial statements.



                                       21




                                                     Six Months Ended                   Year Ended
                                                       (Unaudited)                       (Audited)
                                             ------------------------------   ------------------------------
                                                                               December 31,     December 31,
                                             June 30, 2003    June 30, 2002        2002             2001
------------------------------------------   -------------    -------------   -------------    -------------
                                                                                   
Balance Sheet Data
    Investments...........................   $   2,744,235    $   4,062,698   $   3,037,787    $   4,040,168
    Cash and cash equivalents.............       1,951,253        1,972,288       2,109,388        1,661,410
    Receivables...........................          84,004           59,576          54,994           92,576
    Property and Equipment-at cost........       1,296,123          188,028       1,327,265          195,762
    Other assets..........................         992,644          583,657         533,516          639,179
    Total assets..........................       7,068,259        6,866,247       7,062,950        6,629,095

    Policy reserves and policyholder funds       5,849,797        5,396,003       5,777,027        5,364,682
    Unpaid claims.........................          12,000            9,650          10,000           24,971
    Accounts payable......................          19,952           15,432           8,910           63,116
    Accrued liabilities...................           7,913            8,363           9,950            8,233
    Notes payable.........................         368,242          200,835         277,364          111,206
    Total liabilities.....................       6,257,904        5,630,283       6,083,251        5,572,208

    Total stockholders' equity............         810,355        1,235,964         979,699        1,056,887
    Book value per common share...........   $       (0.02)   $       14.34   $        4.82    $        9.12

Income Statement Data
    Total revenues........................         283,656          536,354         763,045          609,614
    Benefits, losses and expenses.........         421,326          388,682         852,758          933,818
    Net earnings (loss)...................        (137,670)         147,672         (95,154)        (324,204)
    Preferred stock dividend requirement..          25,000           25,000          50,000           50,000
    Net earnings (loss) applicable to
      common shares.......................        (162,670)         122,672        (145,154)        (374,204)
    Earnings (loss) per common share,
      basic and diluted...................   $        (.06)   $         .05   $        (.05)   $        (.15)
    Weighted average outstanding
      common shares.......................       2,691,305        2,671,827       2,681,523        2,419,037

Ratio of Earnings to Fixed Charges                   (4.88)            5.87           (1.89)           (5.09)




STOCKHOLDERS  ARE  ENCOURAGED  TO  REVIEW  THE  INFORMATION  CONTAINED  IN  THIS
INFORMATION  STATEMENT AS WELL AS THE FINANCIAL STATEMENTS AND OTHER INFORMATION
IN OUR ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2002, OUR QUARTERLY  REPORT
ON FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2003, AND OUR QUARTERLY REPORT ON
FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 2003.



















                                       22


                                   APPENDIX A

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                             SUMMIT LIFE CORPORATION

SUMMIT  LIFE  CORPORATION  (the  "Corporation"),  a  corporation  organized  and
existing under and by virtue of the Oklahoma General Corporate Act ("OGCA") does
hereby certify:

FIRST: That the Board of Directors of the Corporation,  by the unanimous written
consent  of its  members,  filed  with  the  minutes  of the  Board,  adopted  a
resolution  proposing  and declaring  advisable  the following  amendment to the
Certificate of Incorporation of the Corporation:

     RESOLVED,  that,  to effectuate  the Reverse Stock Split,  Article V of the
     Certificate of  Incorporation,  as amended and in effect on the date hereof
     (the  "Certificate of  Incorporation"),  be amended by adding the following
     paragraphs thereto:

     Upon this  Certificate of Amendment to the Certificate of  Incorporation of
     the  Corporation   becoming   effective  in  accordance  with  the  General
     Corporation Act of the State of Oklahoma (the "Effective  Time"),  each One
     Hundred (100) shares of Common Stock, par value $.01 per share ("Old Common
     Stock"), of the Corporation issued and outstanding immediately prior to the
     Effective  Time  shall  be,  without  any  action  of the  holder  thereof,
     automatically  reclassified  as and converted  into one (1) share of Common
     Stock, par value $.01 per share ("New Common Stock"), of the Corporation.

     Notwithstanding the immediately  preceding paragraph,  no fractional shares
     of New Common  Stock shall be issued to the holders of record of Old Common
     Stock in connection  with the foregoing  reclassification  of shares of Old
     Common Stock, and no certificates or scrip representing any such fractional
     shares  shall be  issued.  In lieu of such  fraction  of a share,  and upon
     surrender of the  certificate or certificates  representing  the Old Common
     Stock as provided below, any holder of Old Common Stock who would otherwise
     be  entitled to receive a fraction  of a share of New Common  Stock,  after
     aggregating  all  fractional  shares of New Common  Stock to which any such
     holder would  otherwise  be entitled,  shall be entitled to receive cash in
     lieu of any fractional shares.

     Each stock  certificate  that,  immediately  prior to the  Effective  Time,
     represented  shares of Old Common Stock shall, from and after the Effective
     Time,  automatically  and without the necessity of presenting  the same for
     exchange,  represent  that number of whole  shares of New Common Stock into
     which the shares of Old Common Stock  represented by such certificate shall
     have been  reclassified.  A letter of transmittal will provide the means by
     which each holder of record of a certificate that represented shares of Old
     Common  Stock shall  receive,  upon  surrender of such  certificate,  a new
     certificate  representing  the number of whole  shares of New Common  Stock
     into which the shares of Old Common Stock  represented by such  certificate
     shall  have been  reclassified.  Each  stockholder  who owns fewer than 100
     shares of record  immediately prior to the Effective Time will not have any
     rights with respect to the New Common Stock and will only have the right to
     receive  cash in lieu of the  fractional  shares to which  the  stockholder
     would otherwise be entitled.

     As of the Effective  Time, the total number of shares which the Corporation
     shall have authority to issue is 5,050,000  shares of Capital Stock,  which
     shall be divided into 50,000 shares of New Common Stock, par value $.01 per
     share, and 5,000,000 shares of Preferred Stock, par value $.001 per share.



                                      A-1


SECOND:  That  in  lieu  of a  meeting  and  vote  of  the  stockholders  of the
Corporation,  a majority of the stockholders of the Corporation have given their
written  consent to said amendment in accordance  with the provisions of Section
1073 of the OGCA,  and written  notice of the adoption of the amendment has been
given as provided in Section 1073(E) of the OGCA to every  stockholder  entitled
to such notice.

THIRD: That the foregoing amendment of the Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 1073 of the OGCA.

IN WITNESS WHEREOF,  the Corporation has caused this Certificate of Amendment to
be executed on this ____ day of November, 2003.


                                      SUMMIT LIFE CORPORATION




                                      By:_______________________________________
                                         James L. Smith, Chief Executive Officer



























                                      A-2