SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13E-3
                                 (RULE 13e-100)

           RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             SUMMIT LIFE CORPORATION
                                (Name of Issuer)

                             Summit Life Corporation
                                 James L. Smith
                                Charles L. Smith
                                ----------------
                      (Names of Person(s) Filing Statement)

                     Common Stock, $0.01 par value per share
                     ---------------------------------------
                         (Title of Class of Securities)

                                   866140 10 6
                                   -----------
                      (CUSIP Number of Class of Securities)

                     James L. Smith, Chief Executive Officer
                             Summit Life Corporation
                        3021 Epperly Dr., P.O. Box 15808
                          Oklahoma City, Oklahoma 73155
                                 (405) 677-0781
                                 --------------
      (Name, address, and telephone numbers of person authorized to receive
             notices and communications on behalf of filing persons)

                                    Copy To:
                            Jeanette C. Timmons, Esq.
                   Day, Edwards, Propester & Christensen, P.C.
                           210 Park Avenue, Suite 2900
                          Oklahoma City, Oklahoma 73102
                                 (405) 239-2121

This statement is filed in connection with (check the appropriate box):
a.   |X|  The  filing of  solicitation  materials  or an  information  statement
          subject to Regulation  14A,  Regulation 14C or Rule 13e-3(c) under the
          Securities Exchange Act of 1934.
 b.  |_|  The filing of a  registration  statement  under the  Securities Act of
          1933.
c.   |_|  A tender offer.
d.   |_|  None of the above.
Check the following box if the  soliciting  materials or  information  statement
referred to in checking box (a) are preliminary copies: |X|
Check the following box if the filing is a final amendment reporting the results
of the transaction: |_|

                            CALCULATION OF FILING FEE
     Transaction valuation*                               Amount of Filing Fee**
           $14,206.50                                             $2.84

*    For  purposes  of  calculating  the  fee  only.  This  amount  assumes  the
     acquisition  of 28,413  shares of common  stock of the subject  company for
     $.50 per share in cash in lieu of issuing  fractional  shares to holders of
     less than one share after the reverse stock split.

**   Determined pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of
     1934, as amended, by multiplying $14,206.50 by 1/50 of 1%.

|_|  Check  the  box if any  part  of the  fee is  offset  as  provided  by Rule
     0-11(a)(2)  and  identify  the  filing  with which the  offsetting  fee was
     previously  paid.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.
     Amount Previously Paid:  N/A               Filing Party:  N/A
     Form or Registration No.:  N/A             Date Filed:  N/A





                                  INTRODUCTION

         Summit  Life  Corporation  ("Summit")  hereby  submits  this Rule 13e-3
Transaction  Statement  on  Schedule  13E-3 (the  "Statement").  This  Statement
relates to a proposed  amendment to Summit's  Certificate  of  Incorporation  to
effect a one for 100 reverse stock split of the common stock of Summit. Summit's
board of directors has unanimously  approved the reverse stock split. A majority
of Summit's  stockholders have approved the amendment to Summit's Certificate of
Incorporation by written consent. The remaining stockholders will be informed of
the amendment to effect the stock split by means of an information  statement to
be circulated to such stockholders (the "Information  Statement").  Concurrently
with the filing of this Statement,  Summit is filing the  Information  Statement
with the Securities and Exchange Commission (the "Commission").  The Information
Statement is expressly incorporated herein by reference in response to the Items
of this Statement.

         This  Statement is intended to satisfy the  reporting  requirements  of
Section 13(e) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").

Item 1.  Summary Term Sheet.

         The  information  set  forth in the  Information  Statement  under  the
caption "SUMMARY" is incorporated herein by reference.

Item 2.  Subject Company Information.

         (a) The name of the subject company is Summit Life  Corporation and the
address and telephone number of its principal executive offices are 3021 Epperly
Dr., P.O. Box 15808, Oklahoma City, Oklahoma 73155, (405) 677-0781.

         (b) The subject class of equity  securities is common stock,  par value
$0.01 per share. As of September 18, 2003, there were 2,691,255 shares of common
stock outstanding.  The information set forth in the Information Statement under
the  caption  "SPECIAL  FACTORS  -  Effects  of the  Reverse  Stock  Split"  and
"PRINCIPAL STOCKHOLDERS" is incorporated herein by reference.

         (c) The information  set forth in the  Information  Statement under the
caption "TRADING AND MARKET PRICES" is incorporated herein by reference.

         (d) The information  set forth in the  Information  Statement under the
caption "DIVIDENDS" is incorporated herein by reference.

         (e) On May 14, 2001,  the Commission  declared  effective the Company's
public  offering of 1,000,000  shares of its common stock with an offering price
of $1.00 per share (the "Public  Offering").  The Public Offering was terminated
by the Company on March 31, 2002, and the Company received gross proceeds in the
amount of $423,700 based on the sale of an aggregate of 423,700 shares of common
stock.

         (f) The Company has not  purchased  any of its common  stock during the
two years preceding the filing of this Schedule 13E-3.

Item 3.  Identity and Background of Filing Person.

         (a) - (c) The information set forth in the Information  Statement under
the  caption  "BACKGROUND  INFORMATION  OF  EXECUTIVE  OFFICERS,  DIRECTORS  AND
CONTROLLING PERSONS" is incorporated herein by reference.

Item 4.  Terms of the Transaction.

         (a) The information  contained in the  Information  Statement under the
captions of "SUMMARY - What is Being  Proposed;  - What Vote of  Stockholders is
Required to Approve the Reverse Stock Split;  and - What are the Purposes of and
Reasons for the Reverse Stock Split;" "SPECIAL FACTORS - Purposes of and Reasons
for the Reverse Stock Split; - Effects of the Reverse Stock Split;  and - United



States Federal Tax  Consequences  of the Reverse Stock Split;" and "AMENDMENT TO
OUR CERTIFICATE OF  INCORPORATION  - General;  Required Vote; and Description of
the Reverse Stock Split" is incorporated herein by reference.

         (c) Not applicable.

         (d) The information  contained in the  Information  Statement under the
captions  "SUMMARY - Do I Have Appraisal  Rights in Connection  with the Reverse
Stock Split" and "AMENDMENT TO OUR  CERTIFICATE OF  INCORPORATION - No Appraisal
Rights" is incorporated herein by reference.

         (e) Except as required by Oklahoma  law, no provision  has been made to
grant  unaffiliated  security holders access to our corporate files or to obtain
counsel or appraisal services at our expense.

         (f) The information  set forth in the  Information  Statement under the
caption  "SPECIAL  FACTORS - Effects of the Reverse Stock Split - Termination of
Registration" is incorporated herein by reference.

Item 5.  Past Contacts, Transactions, Negotiations and Agreements.

         (a) - (c) Not applicable.

         (e) Not applicable.

Item 6.  Purposes of the Transaction and Plans or Proposals.

         (b) The shares  acquired in the transaction as a result of the purchase
of fractional interests will be retired.

         (c)(1 - 8) The information contained in the Information Statement under
the  captions  "SUMMARY - What are the  Purposes  of and Reasons for the Reverse
Stock  Split;  and - What will be the Effects of the Reverse  Stock  Split;" and
"SPECIAL  FACTORS - Purposes of and Reasons for the Reverse  Stock Split;  and -
Effects  of  the  Reverse  Stock  Split  -  Termination  of   Registration"   is
incorporated herein by reference.

Item 7.  Purposes, Alternatives, Reasons and Effects.

         (a) - (d) The information  contained in the Information Statement under
the  captions  "SUMMARY - What are the Purposes of, and Reasons for, the Reverse
Stock Split; - What  Alternatives  Were Considered When Recommending the Reverse
Stock  Split;  and - What Will be the Effects of the Reverse  Stock  Split;" and
"SPECIAL  FACTORS - Purposes  of and  Reasons for the  Reverse  Stock  Split;  -
Alternatives  Considered;   and  -  Effects  of  the  Reverse  Stock  Split"  is
incorporated hereby by reference.

Item 8.  Fairness of the Transaction.

         (a) - (e) The information  contained in the Information Statement under
the  captions  "SUMMARY - Is the Reverse  Stock  Split Fair to Our  Unaffiliated
Stockholders;" and "SPECIAL FACTORS - Fairness of the Reverse Stock Split to our
Unaffiliated Stockholders is incorporated herein by reference.

         (f) Not applicable.

Item 9.  Reports, Opinions, Appraisals and Negotiations.

         (a) The information  contained in the  Information  Statement under the
captions  "SPECIAL  FACTORS  -  Fairness  of  the  Reverse  Stock  Split  to our
Unaffiliated Stockholders is incorporated herein by reference.

         (b) Not applicable.

         (c) Not applicable.



Item 10.  Source and Amounts of Funds or Other Consideration.

         (a) The information  contained in the  Information  Statement under the
captions  "SUMMARY - How Are We  Funding  the  Reverse  Stock  Split;"  "SPECIAL
FACTORS - Effects of the Reverse Stock Split - Financial  Effects of the Reverse
Stock Split;" and "AMENDMENT TO OUR  CERTIFICATE OF  INCORPORATION - Description
of the  Reverse  Stock  Split - Source of Funds and  Expenses"  is  incorporated
herein by reference.

         (b) No alternative financing plans have been made.

         (c) The information  contained in the  Information  Statement under the
captions  "SUMMARY - How Are We  Funding  the  Reverse  Stock  Split;"  "SPECIAL
FACTORS - Effects of the Reverse Stock Split - Financial  Effects of the Reverse
Stock Split;" and "AMENDMENT TO OUR  CERTIFICATE OF  INCORPORATION - Description
of the  Reverse  Stock  Split - Source of Funds and  Expenses"  is  incorporated
herein by reference.

         (d) Not applicable.

Item 11.  Interest in Securities of the Subject Company.

         (a) The information  contained in the  Information  Statement under the
caption  "PRINCIPAL  STOCKHOLDERS" is incorporated  herein by reference.

         (b) No  person  specified  in the  Instruction  to  Schedule  13E-3 has
effected any transactions in the subject securities within the 60 days preceding
the filing of this Schedule 13E-3.

Item 12.  The Solicitation or Recommendation.

         (d) The information  contained in the  Information  Statement under the
captions "SUMMARY - What Vote of Stockholders is Required to Approve the Reverse
Stock Split;" "SPECIAL FACTORS - Alternatives Considered;  and - Fairness of the
Reverse Stock Split to our Unaffiliated  Stockholders - Procedural  Fairness for
Unaffiliated  Stockholders" and "AMENDMENT TO OUR CERTIFICATE OF INCORPORATION -
Required Vote" is incorporated herein by reference.

         (e) The information  set forth in the  Information  Statement under the
captions "SUMMARY - What are the Purposes of, and Reasons for, the Reverse Stock
Split;"  "SPECIAL FACTORS - Purposes of and Reasons for the Reverse Stock Split;
and "AMENDMENT TO OUR  CERTIFICATE OF  INCORPORATION  - General" is incorporated
herein by reference.

Item 13.  Financial Statements.

         (a) The information  contained in the  Information  Statement under the
caption  "AVAILABLE  INFORMATION AND INCORPORATION BY REFERENCE" is incorporated
herein by reference,  which  incorporates by reference the financial  statements
and financial  information  provided in the following documents previously filed
by us under the Exchange Act with the Commission:

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

         (2)      Our Quarterly  Report on Form 10-QSB for the quarterly  period
                  ended March 31, 2003, filed May 15, 2003; and

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

         We file annual,  quarterly and special  reports,  proxy  statements and
other  information  with the  Commission.  You may  read  and copy any  reports,
statements or other  information  we file at the  Commissions  public  reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call



the Commission at 1-800-SEC-0330 for further information on the public reference
rooms.  Our Commission  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."

         We will provide without charge to each person, including any beneficial
owner  of such  person,  to whom a copy of the  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.

         (b) Not applicable.

Item 14.  Persons/Assets, Retained, Employed, Compensated or Used.

         (a) - (b) Not applicable.

Item 15.  Additional Information.

         (b) None.

Item 16.  Exhibits.

         (a) Summit's  Information  Statement  on Schedule  14C,  including  all
appendices  thereto  (incorporated  herein by reference to Summit's  Information
Statement on Schedule 14C, filed with the Securities and Exchange  Commission on
____________ ____, 2003).

         (b) None.

         (c) None.

         (d) None.

         (f) Not applicable.

         (g) None.


                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                      SUMMIT LIFE CORPORATION



                      By:  /s/ James L. Smith
                         -------------------------------------------------------
                         James L. Smith, Chief Executive Officer



                      By:  /s/ Charles L. Smith
                         -------------------------------------------------------
                         Charles L. Smith, President and Chief Operating Officer