Edgar Filing: SUMMIT LIFE CORP

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

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|X| Preliminary information statement |_| Confidential, for Use of the
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SUMMIT LIFE CORPORATION
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(Name of Registrant as Specified in Its Charter)

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(4) Date Filed:

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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

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INFORMATION STATEMENT

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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

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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

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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;

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."

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;

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

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

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

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.

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.

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

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

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

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

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;

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

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.

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.

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.

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.

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

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.

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.

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.

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