SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. __)

Check the appropriate box:
|_| Preliminary Information Statement

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

HFB FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)

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|X| No fee required.

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

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

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

4. Proposed maximum aggregate value of transaction:

5. Total fee Paid:

|_| Fee paid previously with preliminary materials:

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

1. Amount previously paid: _______________________________________________

2. Form, Schedule or Registration Statement No.: _________________________

3. Filing Party: _________________________________________________________

4. Date Filed: ___________________________________________________________

April 9, 2003

Dear Stockholder:

We invite you to attend the 2003 Annual Meeting of Stockholders of HFB
Financial Corporation (the "Corporation"), the holding company of Home Federal
Bank Corporation, a Kentucky chartered commercial bank, to be held at Pine
Mountain State Resort Park, Pineville, Kentucky, on April 23, 2003 at 2:00 p.m.

The Meeting has been called to discuss the results of the six-month
transition period ended December 31, 2002. There will not be an election of
directors, and the next election of directors will occur at the 2004 Annual
Meeting of Stockholders. Enclosed is a Securities and Exchange Commission Form
10-KSB Transition Report containing the financial information for the six-month
transition period ended December 31, 2002. Directors and officers of the
Corporation, as well as representatives of the Corporation's independent
auditors, will be present to respond to any questions the stockholders may have.

Sincerely,

/s/ David B. Cook

David B. Cook
President

HFB FINANCIAL CORPORATION
1602 CUMBERLAND AVENUE
MIDDLESBORO, KENTUCKY 40965
(606) 248-1095

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 2003

NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of Stockholders (the
"Meeting") of HFB Financial Corporation (the "Corporation"), the holding company
of Home Federal Bank Corporation, a Kentucky chartered commercial bank, will be
held at Pine Mountain State Resort Park, Pineville, Kentucky on April 23, 2003
at 2:00 p.m.

An Information Statement for the Meeting is enclosed.

The Meeting is for the purpose of:

1. Discussing the results of the six-month transition period ended
December 31, 2002; and

2. Considering and acting upon such other matters as may properly come
before the Meeting or any adjournment thereof.

No election of directors will take place at the Meeting.

NOTE: The Board of Directors is not aware of any other business to come before
the Meeting.

We are not asking you for a proxy, and you are requested not to send us a
proxy. Pursuant to the Bylaws of the Corporation, the Board of Directors has
fixed the close of business on April 2, 2003, as the record date for
determination of the stockholders entitled to attend the Meeting and any
adjournments thereof.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ EARL BURCHFIELD

Earl Burchfield
Secretary

Middlesboro, Kentucky
April 9, 2003

INFORMATION STATEMENT
OF
HFB FINANCIAL CORPORATION
1602 CUMBERLAND AVENUE
MIDDLESBORO, KENTUCKY 40965
(606) 248-1095

ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 2003

NO VOTE OF HFB FINANCIAL CORPORATION SHAREHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT.

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

This Information Statement is furnished in connection with the Annual
Meeting of Stockholders of HFB Financial Corporation (the "Corporation"), the
holding company of Home Federal Bank Corporation, a Kentucky chartered
commercial bank ("Home Federal" or the "Bank") (the "Meeting"), which will be
held at Pine Mountain State Resort Park, Pineville, Kentucky, on April 23, 2003
at 2:00 p.m. The accompanying Notice of Annual Meeting is being first mailed to
stockholders on or about April 9, 2003.

On February 19, 2002, the Board of Directors made a determination to
change the Corporation's fiscal year end from June 30 to December 31, effective
July 1, 2002. The six-month period ended December 31, 2002 was meant to
transition the Corporation to a December 31 year end. The Corporation is holding
this annual meeting to discuss the results of the six-month transition period
ended December 31, 2002 but NOT to elect directors. Beginning at the April 2004
annual meeting, the Corporation will resume its election of directors beginning
with the class of directors whose terms expired prior to or at that annual
meeting.

This Information Statement is being furnished to the holders of record of
the Corporation's shares as of the close of business on April 2, 2003 of common
stock of the Corporation.

SECURITY OWNERSHIP

Holders of record of the Corporation's common stock, par value $1.00 per
share (the "Common Stock"), as of the close of business on April 2, 2003 (the
"Record Date") are entitled to attend the meeting. As of the Record Date, the
Corporation had 1,301,101 shares of Common Stock issued and outstanding.

The following table sets forth information as of the Record Date with
respect to any person who was known to the Corporation to be the beneficial
owner of more than 5% of the Common Stock.

Amount and Nature Percent of Shares
of Beneficial of Capital Stock
Beneficial Owner Ownership (1)(2)(3) Outstanding
---------------- -------------------- -----------------

David B. Cook 108,334 8.33%
3226 W. Cumberland Avenue
Middlesboro, KY 40965

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

(1), (2), (3) See corresponding footnotes in table below.

The following table sets forth, as of the Record Date, information known
to the Corporation with respect to the beneficial ownership of Common Stock by
each director or nominee of the Corporation, by each executive officer of the
Corporation who is not a Director, and by all directors and executive officers
of the Corporation as a group.

Amount and Nature Percent of Shares
of Beneficial of Capital Stock
Beneficial Owner Ownership (1)(2)(3) Outstanding
---------------- -------------------- -----------------

Roger Roper, Director and Branch Manager 13,534 1.04%
Frances Coffey Rasnic, Director 8,643 .66%
David B. Cook, Director and President and
Chief Executive Officer 108,334 8.33%
Earl Burchfield, Director 34,610 2.66%
Robert V. Costanzo, Chairman of the Board 18,665 1.44%
Kenneth V. Jones, Director & Chief Operations Officer 4,867 .37%
Stanley Alexander, Jr., Chief Financial Officer 13,610 1.05%

All directors and executive
officers as a group (7 persons) 202,263 15.55%

- -----------------
(1) As to the Corporation's directors and executive officers, includes 4,767
shares, 7,225 shares, and 11,992 shares which may be acquired by Mr. Jones,
Ms. Rasnic and all directors and executive officers as a group,
respectively, upon the exercise of stock options granted under the HFB
Financial Corporation 1992 Stock Option Plan (the "1992 Stock Option Plan").
In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, a person is deemed to be the beneficial owner, for purposes of this
table, of any shares of Common Stock if he or she has or shares voting or
investment power with respect to such Common Stock or has a right to acquire
beneficial ownership at any time within 60 days from the Record Date. As
used herein, "voting power" is the power to vote or direct the voting of
shares and "investment power" is the power to dispose or direct the
disposition of shares. Except as otherwise noted, ownership is direct, and
the named individuals and group exercise sole voting and investment power
over the shares of the Common Stock.

(2) Includes 4,660 shares, 11,695 shares, 5,617 shares and 21,969 shares
held for the benefit of Directors Cook, Burchfield, Costanzo and all
directors and executive officers as a group, respectively, through trusts
established under the Bank's discontinued and current deferred compensation
plans for directors.

(3) Includes shares held by certain directors and executive officers as
custodians under Uniform Transfers to Minors Acts, by their spouses and
children and for the benefit of certain directors and executive officers
under individual retirement accounts ("IRAs").

BOARD OF DIRECTORS

The following table sets forth, for each director continuing in office,
such person's name, age as of December 31, 2002, the year he or she first became
a director of the Bank or the Corporation (if applicable) and the year his or
her current term as a director will expire. All existing directors were
directors of the Bank in 1992 and became directors of the Corporation in 1992
upon the Corporation's organization, except Ms. Rasnic, who was appointed a
director of the Corporation in 1996, Mr. Jones, who was elected as director of
the Corporation in 2001 and Mr. Roper, who was appointed as director of the
Corporation in 2002.

YEAR FIRST CURRENT
ELECTED OR TERM
AGE AS OF APPOINTED TO
NAME DECEMBER 31, 2002 DIRECTOR* EXPIRE
---- ----------------- ----------- ------

David B. Cook 53 1974 2003
Earl Burchfield 72 1976 2003
Kenneth V. Jones 45 2001 2004
Robert V. Costanzo 46 1989 2004
Roger Roper 58 2002 2005
Frances Coffey Rasnic 54 1996 2005

*of the Corporation or the Bank

The principal occupation of each director and each nominee for director of
the Corporation during the last five years is set forth below.

ROBERT V. COSTANZO is Chairman of the Board of the Corporation. A 1989
graduate of Salmon P. Chase College of Law, Mr. Costanzo serves as District
Judge of Bell County, Kentucky. He is a member of the Kentucky Bar Association
and presently serves on the KBA House of Delegates. He is a member of the
Kiwanis International and St. Julian Catholic Church in Middlesboro.

FRANCES COFFEY RASNIC has been a lifelong resident of Claiborne County.
She graduated from the University of Tennessee and holds 45 hours above her
Masters in Education. She has served her community in various civic and school
groups. She has been self-employed in real estate development and in her
previously owned family business, Coffey Funeral Home, in New Tazewell and
Harrogate, Tennessee where she is currently employed. She is a businesswoman who
remains active in the Claiborne County Chamber of Commerce and serves as
Memorial Secretary of the American Cancer Society and Chairperson of the Tourism
Committee and Board Member of the Clinch-Powell Enterprise Community. She is a
member of the New Tazewell United Methodist Church.

DAVID B. COOK currently serves as president and chief executive officer of
the Corporation and the Bank. A graduate of Western Kentucky University and a
member of First Baptist Church in Middlesboro, Mr. Cook has served as president
of both the Lexington Chapter of the Society of Real Estate Appraisers and the
ROHO Club of Middlesboro. He has previously served as a board member on the Bell
County Chamber of Commerce, the Board of Housing Appeals for the City of
Middlesboro and as a member of the "Advisory Group" of the Middlesboro City
Council's Finance Committee. He is a past board member of the Bluegrass Council
of Boy Scouts of America, Lexington, Kentucky. Mr. Cook has also served as
president of the Kentucky Thrift Foundation, board member of the Central
Kentucky League of Savings Associations and board member of the Kentucky Bankers
Association. Mr. Cook is currently president of the Bell County Industrial
Foundation and Revolving Loan Committee.

EARL BURCHFIELD is retired as a newspaper publisher. Mr. Burchfield is a
past member of the Middlesboro Rotary Club, a past trustee of Appalachian
Hospitals, a past member of Bell County and Claiborne County Chambers of
Commerce and active in the area Gideons organization. He serves as a Nursing
Home Volunteer, as well as church treasurer and Deacon.

KENNETH V. JONES joined Home Federal Bank in October of 1999 and was
appointed Chief Operations Officer on May 15, 2000. Prior to joining Home
Federal Bank, Mr. Jones served as Executive Vice President, Chief Financial
Officer and Director of Citizens Bank, New Tazewell, TN, with 24 years of
experience in both operations and lending. He received his Bachelor of Science
Degree in Business Administration from the University of Tennessee and graduated
with honors from the American Bankers Association Graduate School of Banking.
Ken serves as director and secretary of the Bell County Chamber of Commerce and
director of the Bell County Industrial Foundation. Mr. Jones also served as past
president and director of the Claiborne County Chamber of Commerce.

ROGER ROPER is currently the manager of the Bank's offices in Harlan,
Kentucky. Mr. Roper has over 29 years of banking experience. Prior to joining
Home Federal in 1996, Mr. Roper was serving as President, CEO of Harlan Federal
Bank. He began his banking career in the early 1960s as a trainee at Harlan
National Bank while still in college. Active in local civic affairs, Mr. Roper
has served on numerous boards and committees. He has been a member of the CVADD
Loan Review Committee for over 15 years, a member and past president of the
Harlan Kiwanis Club, a member of the first Harlan County Industrial Development
Board, former member of the Board of Christian Outreach for Appalachian People,
and a 32nd Degree Mason for over 25 years.

EXECUTIVE OFFICER WHO IS NOT A DIRECTOR

The following sets forth information with respect to the executive
officers of the Corporation, including their ages as of the Record Date, who do
not serve on the Board of Directors.

STANLEY ALEXANDER, JR., age 53, is currently the Bank's and the
Corporation's Chief Financial Officer. Mr. Alexander received Bachelor of
Science Degree in Accounting from Lincoln Memorial University, graduated from
the Graduate School of Banking at the University of Wisconsin in 1984 and had 17
years of banking experience prior to joining the Bank in 1991. He has served as
treasurer of the Middlesboro-Bell County Airport Board, Secretary of the ROHO
Club, Adjutant for American Legion Dewey Guy Post 14 and as a member of the
"Advisory Group" to the Middlesboro City Council's Finance Committee. Mr.
Alexander currently serves as Finance Officer for American Legion Dewey Guy Post
14 and is a member of the Middlesboro-Bell County 4 H Advisory Council.

COMMITTEES OF THE BOARDS OF DIRECTORS OF THE CORPORATION AND THE BANK

The Boards of Directors of the Corporation and the Bank conduct their
business through meetings of the Boards and their committees. During the
six-month transition period ended December 31, 2002, the Corporation's Board of
Directors held 7 meetings. No current director attended fewer than 75% of the
total aggregate meetings of the Corporation's Board of Directors and committees
on which such Board member served during the six-month transition period ended
December 31, 2002.

The Corporation's audit committee is comprised of Directors Burchfield
(Chairman), Rasnic, and Costanzo. The audit committee meets as needed to examine
and approve the audit report prepared by the independent auditors of the
Corporation. During the six-month transition period ended December 31, 2002, the
Corporation's audit committee met 2 times. Each of the directors who serve on
the audit committee is "independent" of the Corporation, as the term
"independent" is defined under Rule 4200 of the listing standards of NASD Inc.
For the calendar year ending December 31, 2003, the Chairman of the audit
committee will be Mr. Burchfield. This committee meets quarterly to (1) monitor
the accounting and financial reporting practices of the Corporation, and (2)
determine whether the Corporation has adequate administrative, operating and
internal accounting controls. The Corporation's Board of Directors has adopted a
written charter, a copy of which was included in proxy materials for the
Company's 2001 Annual Meeting of Stockholders. A copy of the audit committee's
Report is attached as Appendix A.

The Corporation's nominating committee is comprised of the full Board of
Directors for the purpose of evaluating candidates and making nominations for
election as directors. This Committee met 1 time during the six-month transition
period ended December 31, 2002 in that capacity. While the Board of Directors
will consider nominees recommended by stockholders, it has not actively
solicited recommendations from the Corporation's stockholders for nominees nor,
subject to the procedural requirements set forth in the Corporation's Charter
and Bylaws, established any procedures for this purpose.

The Corporation's compensation committee is comprised of Directors
Costanzo (Chairman) and Burchfield. The Committee meets periodically to evaluate
the compensation and fringe benefits of the directors, officers and employees
and to recommend changes and to monitor and evaluate employee morale. The
compensation committee met 1 time during the six-month transition period ended
December 31, 2002.

EXECUTIVE COMPENSATION

Summary Compensation Table. The Corporation's principal subsidiary is the
Bank. The Corporation has no full time employees, relying instead on employees
of the Bank for the limited corporate services provided. All compensation paid
to officers and other employees is paid by the Bank. Other than as set forth
below, no executive officer's total salary and bonus for the fiscal year
exceeded $100,000 for services rendered in all capacities to the Corporation and
its subsidiaries.

Long-Term
Name and Principal Annual Compensation(1)(2) Compensation
------------------------- Payout of All Other
Position Year Salary Bonus Restricted Stock Compensation(3)
- -----------------------------------------------------------------------------------------------------------------

Transition
David B. Cook Period $ 81,000 $29,954 $ -- $10,563
President and Chief 2002 $154,750 $ 9,672 $ -- $23,984
Executive Officer of the 2001 $142,500 $ 9,674 $ -- $25,629
Corporation and Bank 2000 $133,750 $15,469 $ -- $25,732

Transition
Kenneth V. Jones Period $ 47,500 $27,512 $ -- $13,222
Chief Operations Officer 2002 $ 91,750 $ 5,734 $ -- $22,091
of the Corporation and
and the Bank

(1) On February 19, 2002, the Company changed its fiscal year end from June 30
to December 31. Accordingly, fiscal years 2000, 1999 and 1998 refer to the
twelve month periods June 30. The Transition Period refers to the six
months ended December 31, 2002.

(2) Excludes perquisites, which did not exceed 10% of each named executive
officer's annual salary and bonus.

(3) Includes fees in the amount of $7,400 in the six-month transition period
ended December 31, 2002, $13,800 in fiscal 2002, $14,050 in fiscal 2001
and $13,150 in fiscal 2000 for Mr. Cook's services as a director for the
Corporation and the Bank, and $7,400 in the six-month transition period
ended December 31, 2002 and $10,600 in fiscal 2002 for Mr. Jones' services
as a director of the Corporation. ESOP contributions in the six-month
transition period ended December 31, 2002, fiscal 2002, 2001 and 2000 for
the benefit of Mr. Cook were $0, $969, $2,770 and $8,176, respectively.

Employment Agreements. In 2002, the Bank entered into an amended and
restated employment agreement with Mr. Cook as President and Chief Executive
Officer and an initial contract with Mr. Jones as Chief Operations Officer. Both
President and Chief Executive Officer, Mr. Cook and Chief Operations Officer,
Mr. Jones are responsible for overseeing all operations of the Bank, and for
implementing the policies adopted by the Board of Directors. The employment
agreements has a term of three years and, pursuant to the terms of the
agreement, it shall be extended on each anniversary date from the date of
commencement of the agreement for an additional one-year period beyond the then
effective expiration date, upon a determination by the Board of Directors that
performance of the employee has met the required standards and that such
agreement should be extended. The agreement with Mr. Cook provides for an annual
base salary of $162,000 and the agreement with Mr. Jones provides for an annual
base salary of $95,000. Both agreements provide for a salary review by the Board
of Directors not less often than annually, as well as inclusion in any
discretionary bonus plans, retirement and medical plans, customary fringe
benefits and vacation and sick leave. Each agreement is terminable by the Bank
for "just cause" as defined in the agreement. In the event of termination for
just cause, no severance benefits are available. If the Bank terminates an
employee without just cause, the employee will be entitled to a continuation of
his salary and benefits from the date of termination through the remaining term
of the agreement plus an additional 12-month period, but in no event in excess
of three years' salary. The employee is able to voluntarily terminate his
agreement by providing 90 days' written notice to the Board of Directors, in
which case the employee is entitled to receive only his compensation, vested
rights, and benefits up to the date of termination. In the event of the
employee's death or disability, the

employee or his estate will be entitled to a continuation of his salary and
benefits through the remaining term of the agreement.

Both employment agreements contain provisions stating that in the event of
(i) the employee's voluntary termination of employment for any reason within 30
days following a change in control of the Bank or the Corporation, or (ii) the
employee's involuntary termination of employment in connection with, or within
six months before or two years after, any change in control of the Bank or the
Corporation, the employee will be paid within 30 days of such termination a sum
equal to 2.99 times the average annual compensation he received during the
five-year period immediately prior to the date of change in control. "Control"
generally refers to the acquisition, by any person or entity, of the ownership
or power to vote more than 25% of the Bank's or Corporation's voting stock, or
the control of the election of a majority of Directors or the exercise of a
controlling influence over the management or policies of the Bank or
Corporation. Each employment agreement also provides for a similar lump sum
payment to be made in the event of the employee's voluntary termination of
employment upon the occurrence, or within 90 days thereafter, of certain
specified events following any change in control, whether approval by the Board
of Directors or otherwise which have not been consented to in writing by the
employee including (i) requiring the employee to move his personal residence or
perform his principal executive functions more than 35 miles from the Bank's
current primary office, (ii) materially diminishing the employee's base
compensation, (iii) failing to maintain existing employee benefit plans,
including material vacation, fringe benefits, stock option and retirement plans,
(iv) assigning duties and responsibilities to the employee which are other than
those normally associated with his position with the Bank, (v) materially
diminishing the employee's authority and responsibility, (vi) failing to
re-elect the employee to the Bank's Board of Directors, and (vii) materially
diminishing the employee's secretarial or other administrative support. The
aggregate payments that would have been made to Mr. Cook and Mr. Jones assuming
termination of employment under the foregoing circumstances at December 31, 2002
would have been approximately $486,000 and $285,000, respectively.

DIRECTORS' COMPENSATION

Members of the Board of Directors and committees of the Board of Directors
of the Corporation receive a monthly retainer of $900, plus $250 per regular or
special Board meeting attended.

TRANSACTIONS WITH MANAGEMENT

All of the Bank's loans to directors and executive officers are made on
substantially the same terms, including interest rates, as those prevailing for
comparable transactions and do not involve more than the normal risk of
repayment or present other unfavorable features. Furthermore, loans above the
greater of $25,000 or 5% of the Bank's capital and surplus (up to $500,000) to
such persons must be approved in advance by a disinterested majority of the
Board of Directors. The Bank does not offer favorable terms on mortgage loans to
directors or officers.

STOCKHOLDER PROPOSALS

In order to be eligible to be included in the proxy materials of the
Corporation for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Corporation's
executive office at 1602 Cumberland Avenue, Middlesboro, Kentucky 40965 no later
than December 1, 2003 (120 days prior to the anticipated date of next year's
Annual Meeting of Stockholders). Any such proposal shall be subject to the
requirements of the proxy rules under the Securities Exchange Act of 1934, as
amended. Otherwise, any stockholder proposal to be acted upon at such meeting
but not included in the proxy materials must be received at the Corporation's
executive office, at 1602 Cumberland Avenue, Middlesboro, Kentucky 40965 on or
before March 1, 2004 (30 days prior to next year's anticipated annual meeting
date). If the Corporation is not notified of a stockholder proposal by March 1,
2004, then the Corporation may have the discretion to vote the proxies against
such stockholder proposal, even though such proposal is not discussed in the
proxy statement. In the event that the date of next year's annual meeting
changes, a stockholder proposal must be received not later than 30 days prior to
the new date of such annual meeting; provided, however, that in the event that
less than 40 days notice of the new date of annual meeting is given or made to
stockholders, a stockholder proposal must be received not later than the close
of business on the tenth day following the day on which notice of the new date
of the annual meeting was mailed. All stockholder proposals must also comply
with the Corporation's bylaws and Tennessee law.

INDEPENDENT ACCOUNTANTS

BKD, LLP, independent accountants, was appointed by the Board of Directors
of the Corporation and served as the Corporation's auditors for the six-month
transition period ending December 31, 2002. Representatives of BKD, LLP are
expected to attend the Annual Meeting to respond to appropriate questions and to
make a statement if they so desire. BKD, LLP will serve as the Corporation's
auditors for the calendar year ending December 31, 2003. During the six-month
transition period ending December 31, 2002, the Corporation incurred the
following principal auditor fees:

Audit fees: (a) $ 27,700
All other fees: $ 5,500

- -----
(a) Includes fees related to annual report on Form 10-K and quarterly
reports on Form 10-Q.

The Audit Committee of the Board of Directors of the Corporation has
considered and has concluded that services, other than the audit, performed by
the accountants, do not interfere with maintaining the independence of the
auditors.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the direction of the majority of the Board of Directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended, the Corporation's officers, directors and persons who own more
than 10% of the outstanding Common Stock are required to file reports detailing
their ownership and changes of ownership in such Common Stock, and to furnish
the Corporation with copies of all such reports. Based solely on the
Corporation's review of ownership reports received prior to the Record Date, or
written representations from reporting persons that no annual report of change
in beneficial ownership is required, the Corporation believes that all
directors, executive officers and stockholders owning in excess of ten percent
of the Common Stock have complied with the reporting requirements for the 2002
fiscal year.

MISCELLANEOUS

The cost of distributing this Information Statement will be borne by the
Corporation. The Corporation's Annual Report on Form 10-KSB is being mailed to
all persons who were stockholders of record as of the close of business on April
2, 2003. Any stockholder who has not received a copy of such Annual Report may
obtain a copy by writing the Corporation. Such Annual Report is not to be
treated as a part of this Information Statement nor as having been incorporated
herein by reference.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Earl Burchfield
----------------------------------
Earl Burchfield
Secretary

Middlesboro, Kentucky
April 9, 2003

APPENDIX A

AUDIT COMMITTEE REPORT

The Board of Directors of the Corporation has appointed an audit
committee, consisting of three directors, which assists the Board of Directors
in fulfilling its responsibility for oversight of the quality and integrity of
the accounting, auditing and financial reporting practices of the Corporation.

In discharging its oversight responsibility as to the audit process, the
audit committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Corporation
that might bear on the auditors' independence consistent with Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees,
as amended, and has discussed with the auditors any relationships that may
impact their objectivity and independence and satisfied itself as to the
auditors' independence. The audit committee also discussed with management, the
internal auditors and the independent auditors the quality and adequacy of the
Corporation's internal controls and the internal audit function's organization,
responsibilities, budget and staffing. The audit committee reviewed with both
the independent and the internal auditors their audit plans, audit scope, and
identification of audit risks.

The audit committee reviewed and discussed with the independent auditors
all matters required by generally accepted auditing standards, including those
matters described in Statement on Auditing Standards No. 61, as amended,
Communication with Audit Committees, and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements.

The audit committee reviewed and discussed the audited financial
statements of the Corporation as of and for the six-month period ended December
31, 2002, with management and the independent auditors. Management has the
responsibility for the preparation of the Corporation's financial statements and
the independent auditors have the responsibility for the examination of those
statements and expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles. The audit
committee held 2 meeting during the six-month period ended December 31, 2002.

Based on the above-mentioned review and discussions with management and
the independent auditors, the audit committee recommended to the Board of
Directors that the Corporation's audited financial statements be included in the
Corporation's Annual Report on Form 10-KSB for the six-month period ended
December 31, 2002, for filing with the Securities and Exchange Commission.

March 26, 2003 Earl Burchfield, Chairman
Frances Coffey Rasnic, Member
Robert Costanzo, Member