UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

(Mark one)
[X] Annual Report Under Section 13 or 15(d) of The Securities Exchange
    Act of 1934

    For the fiscal year ended December 31, 2004

[ ] Transition Report Under Section 13 or 15(d) of The Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

                         Commission File Number: 0-28453


                        Ameri-First Financial Group, Inc.
        (Exact name of small business issuer as specified in its charter)

       Delaware                                               75-2610236
(State of incorporation)                                (IRS Employer ID Number)

                     211 West Wall Street, Midland, TX 79701
                    (Address of principal executive offices)

                                 (432) 682-1761
                           (Issuer's telephone number)


      Securities registered under Section 12 (b) of the Exchange Act - None

         Securities registered under Section 12(g) of the Exchange Act:
                       Common Stock - $0.00001 par value

Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): Yes [X] No [ ]

The issuer's revenues for the fiscal year ended December 31, 2004 were $-0-.

The aggregate market value of voting common equity held by  non-affiliates as of
February  22,  2007 was  approximately  $-0-,  as there  are no  current  quotes
available for the Registrant's equity securities.

As of February 22, 2007 there were  5,054,422  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes [ ] No [X]
<PAGE>
                        AMERI-FIRST FINANCIAL GROUP, INC.

                                INDEX TO CONTENTS

                                                                           Page
                                                                          Number
                                                                          ------
PART I
Item 1   Description of Business                                             3
Item 2   Description of Property                                            16
Item 3   Legal Proceedings                                                  17
Item 4   Submission of Matters to a Vote of Security Holders                17

PART II

Item 5   Market for Company's Common Stock and Related Stockholders
          Matters                                                           17
Item 6   Management's Discussion and Analysis or Plan of Operation          18
Item 7   Financial Statements                                               20
Item 8   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosures                           20
Item 8A  Controls and Procedures                                            21

PART III

Item 9   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act                 21
Item 10  Executive Compensation                                             22
Item 11  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                   23
Item 12  Certain Relationships and Related Transactions                     23
Item 13  Exhibits and Reports on 8-K                                        24
Item 14  Principal Accountant Fees and Services                             24

SIGNATURES                                                                  25

                                       2
<PAGE>
                  CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

BACKGROUND

On March 22,  2000, a change in control of Itronics  Communications  Corporation
occurred  in   conjunction   with  closing   under  an  Agreement  and  Plan  of
Reorganization (the "Reorganization  Agreement") between Itronics Communications
Corporation and Ameri-First Financial Group, Inc. (AFFG), a Nevada corporation.

The closing under the  Reorganization  Agreement  consisted of a stock for stock
exchange in which Itronics Communications Corporation acquired all of the issued
and  outstanding  common stock of AFFG in exchange for the issuance of 9,386,116
shares  of  its  common  stock.  As  a  result  of  this  transaction,  Itronics
Communications Corporation became a wholly-owned subsidiary of AFFG.

The  Reorganization  was  approved  by the  unanimous  consent  of the  Board of
Directors of Ameri-First  Financial Group on March 20, 2000. The  Reorganization
qualified as a reorganization  within the meaning of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended.

Prior to the  Agreement,  Ameri-First  Financial  Group had 9,386,116  shares of
common stock issued and  outstanding.  Following the  Agreement,  Registrant had
9,436,116  shares of common  stock  outstanding.  Ameri-First  Financial  Group,
formerly  known as Tahoe Pacific  Corporation  and Pacific  Holdings,  Inc., was
incorporated in the State of Nevada on September 27, 1996. Upon effectiveness of
the Reorganization Agreement, pursuant to Rule 12g-3(a) of the General Rules and
Regulations  of the Securities and Exchange  Commission,  Ameri-First  Financial
Group became the successor issuer to Itronics Communications  Corporation,  Inc.
for reporting purposes under the Securities  Exchange Act of 1934 and elected to
report under the Act effective March 22, 2000.

A copy of the Agreement was filed as an exhibit to a Current  Report on Form 8-K
filed  on March  23,  2000  and is  incorporated  in its  entirety  herein.  The
foregoing description is modified by such reference.

For periods prior to 2000,  the Company  participated  in numerous  unsuccessful
ventures and corporate name changes,  as discussed in greater detail in previous
Form 10-KSB filings.

                                       3
<PAGE>
The use of  "Ameri-First  Financial  Group,  Inc." in this filing  refers to the
operations  of all  entities,  past and  present,  as the  original  Ameri-First
Financial  Group,  Inc. is the historical  accounting  entity since it's initial
inception and may be referred to as  "Registrant"  In  anticipation of acquiring
certain  assets of  Ameri-First  Financial  Corporation on January 10, 2000, the
Company  changed its name to  Amer-First  Financial  Group,  Inc. On February 7,
2000, the Company acquired Ameri-First  Financial  Corporation for what was then
4,500,000 shares of its Common Stock.

In approximately  May 2000, the former  management of the Registrant  determined
that it would be in the best interest of the Registrant for it to become a hotel
owner for investment  purposes.  The  Registrant  began  negotiations  with HMGT
Management  Corporation,  a Delaware  corporation  engaged in the  management of
hotels,  and  Wilkerson  Consulting,  Inc., a Nevada  corporation,  acting as an
acquisition agent for parties desiring to purchase hotels. The principals of the
aforementioned corporations are as follows:

     HMGT Management Corporation  (subsequently merged into Homegate Corporation
     which later changed its name to Covenant Financial Corporation):
       Gary W. Bell,                      President/Director
       C. Keith Wilkerson II,             Vice-President/Director
       Keith Newton                       Secretary/Treasurer/Director
       Majority owned (84%) by Wilkerson  Consulting,  Inc., of which Charles
       Wilkerson is the beneficial owner.

     Wilkerson Consulting, Inc.
       Charles K. Wilkerson               President/Secretary/Treasurer/Director
       Kathy Wilkerson                    Vice-President
       Wholly owned by the Wickliffe Trust

     Wickliffe Trust
       C. Keith Wilkerson II              Trustee
       Charles K. Wilkerson               Primary Beneficiary

Following  the  negotiations  with HMGT  Management  Corporation  and  Wilkerson
Consulting,  Inc.,  two  separate  agreements  were  reached to  facilitate  the
Registrant's  investment in hotel  properties.  On June 9, 2000,  the Registrant
entered into an Exclusive Agency Agreement with Wilkerson  Consulting,  Inc. The
pertinent terms of the Exclusive Agency Agreement were as follows:

     1.   The  Registrant  had a five day right of first refusal to (a) purchase
          any  hotel  or  motel  to be  sold by an  entity  that  is  owned  by,
          controlled  by, or  associated  with  Charles  K.  Wilkerson,  and (b)
          purchase  any hotel or motel  placed  under  contract  by  Charles  K.
          Wilkerson or any entity that is owned by, controlled by, or associated
          with Charles K. Wilkerson; and
     2.   For all hotels and motels  purchased by the  Registrant,  a consulting
          fee would be paid to Wilkerson Consulting, Inc. as set forth below: a)
          2% of the purchase  price of the property in cash; and b) Common stock
          of the Registrant  (restricted under Rule 144) equal in value to 2% of
          the  purchase  price of  property,  with the  value of the stock to be
          based on the published "BID" price of the Registrant's stock as of the
          day prior to closing of the property.

On June 15, 2000, the Registrant entered into a Hotel/Motel Management Agreement
with HMGT Management Corporation.  Under the terms of the Hotel/Motel Management
Agreement,  HMGT  Management  Corporation  would  manage all hotels owned by the
Registrant, or its subsidiaries, in the future and would be paid a percentage of
the gross revenue received by the hotels.

ACQUISITION OF FIVE (5) HOMEGATE HOTELS

On June 28, 2000, Ameri-First Holdings,  Inc. (a wholly-owned  subsidiary of the
Registrant)  closed the purchase of five (5) hotels from VPS I, L.P., a Delaware
limited  partnership.  The hotels were located in Irving, Texas (one hotel), San
Antonio, Texas (two hotels), Amarillo, Texas (one hotel) and El Paso, Texas (one
hotel). VPS I, L.P. is a limited partnership having HMGT Properties, Inc. as its
general  partner and AQW Corporation as its limited  partner.  The principals of
the aforementioned entities were as follows:

                                       4
<PAGE>
     HMGT Properties, Inc., a Texas corporation
       Gary W. Bell                  President/Director
       C.Keith Wilkerson II          Vice-President/Secretary/Treasurer/Director
       Wholly owned by Amerand Corporation

     AQW Corporation, a Texas corporation
       Gary W. Bell                  President/Director
       C.Keith Wilkerson II          Vice-President/Secretary/Treasurer/Director
       Wholly owned by Amerand Corporation

     Amerand Corporation, a Delaware corporation
       Gary W. Bell                  President/Director
       Charles K. Wilkerson          Vice-President/Director
       Owned 50% by Gary W. Bell and 50% by Wickliffe Trust

The purchase price of the five hotels was  $34,000,000.  The Registrant paid the
price by (a)  assuming  approximately  $17,600,000  in debt  secured by all five
hotels, (b) the issuance of 4,500,000 shares of the common stock,  restricted by
Rule 144,  of the  Registrant,  and (c) the  payment  of  $250,000  in cash.  In
addition,  the  Registrant  purchased the accounts  receivable  by  transferring
66,000 free trading shares of Integrated Technology Group, Inc. (ITGI) to VPS I,
L.P.  The  price of the  hotels  was  determined  by prior  management  to be an
accurate  valuation of the property  based on VPS I, L.P.'s asking price and the
information provided by the VPS I, L.P. In connection with the purchase of these
hotels,  the Company  issued  4,500,000  shares of Company common stock and paid
$250,000 to VPS I, L.P.,  but the debt was not paid and the shares of Integrated
Technology Group, Inc. were never transferred.

Pursuant to the Exclusive Agency Agreement with Wilkerson Consulting,  Inc., the
aforementioned  purchase  obligated the Registrant to pay Wilkerson  Consulting,
Inc.  $1,360,000  ($680,000  in cash,  $680,000  in stock).  As payment for this
obligation,  and for  pre-payment  of future  obligations,  the  Registrant  and
Wilkerson  Consulting,  Inc. entered into a Stock Purchase Agreement wherein the
Registrant  agreed to  re-purchase  800,000  shares of the  common  stock of the
Registrant  at a price  of  $2.00  per  share.  The  shares  were to be owned by
Wilkerson Consulting,  Inc. pursuant to payments made under the Exclusive Agency
Agreement.  No payments were made to Wilkerson Consulting and no shares of stock
were issued to Wilkerson  Consulting pursuant to the above mentioned  agreement.
Wilkerson  Consulting  received  a note  for  $1,800,000  from  the  Company  in
consideration  for amounts  due  Wilkerson  Consulting  for  management  fees in
connection with managing the five hotels as well as finders fees associated with
the  acquisitions  of such hotels.  The note was settled in January 2001 for the
issuance of 1,000,000 shares of Company common stock.

Prior to this issuance of Company common stock,  the Company affected a 1 for 25
reverse stock split.

In  2000,  subsequent  to  the  execution  of  the  Settlement  Agreement,   the
Registrant,  its then  subsidiaries and prior  management  failed and refused to
make the required  payments under the terms of the Promissory Note. The five (5)
hotels  previously  owned by the  Registrant  were managed and owned by The Tour
Group, Inc. whose principals are listed below:

     The Tour Group, Inc.
       Gary W. Bell                  President/Director
       C. Keith Wilkerson II         Vice-President/Secretary/Director
       Owned 50% by Gary W. Bell and 50% by C. Keith Wilkerson II

The five Homegate hotels have been foreclosed upon.

In December 2000, the Registrant,  by and through its former president,  Jeffrey
Bruteyn,  informed  the  principals  of  The  Tour  Group,  Inc.  and  Wilkerson
Consulting,  Inc.  that  there  was no  money to  perform  an audit or to do the
necessary work to comply with the disclosure  requirements for a public company.
Therefore,  in the interest of itself as a  shareholder,  and in the interest of
the other  shareholders,  Wilkerson  Consulting,  Inc.  proposed  an  additional
settlement agreement. The Registrant agreed to enter into a series of agreements
wherein the following would take place:

                                       5
<PAGE>
     1.   The  Registrant  would perform a 1-for-25  reverse split of its common
          stock;
     2.   Wilkerson  Consulting,  Inc.  would be issued  1,000,000  post-reverse
          split  shares  of  the  Registrant's  common  stock  in  exchange  for
          releasing the  Registrant  from its liability on the  Promissory  Note
          ($1,800,000) effectuated to settle the aforementioned lawsuit;
     3.   That the  then-current  officers and directors of the Registrant would
          resign; and
     4.   Given that the securities subsidiary,  Ameri-First  Securities,  Inc.,
          was  losing  money  and in  danger of  defaulting  on its net  capital
          requirements,  it was in the best  interest of the  Registrant to sell
          the subsidiary to Jeffrey Bruteyn.  Therefore,  the Registrant entered
          into an agreement  wherein the stock of Ameri-First  Securities,  Inc.
          was  transferred  to Jeffrey  Bruteyn for $10.00 and an  agreement  of
          Jeffrey  Bruteyn to  indemnify  the  Registrant  from any  liabilities
          arising from the operation of Ameri-First  Securities,  Inc. The above
          agreements  were signed to be effective  as of December 22, 2000.  New
          management was elected in March 2001.

Concurrent with the above  transaction,  the Company dissolved and abandoned all
subsidiary entities.

On  January  18,  2005,  Registrant  ("AMFG")  and  Wilkerson  Consulting,  Inc.
("Wilkerson")  entered into a Debt and Stock  Purchase  Agreement  with Glenn A.
Little  ("Little")  pursuant  to which  Little  agreed to  purchase  $740,000 in
outstanding  debt  against AMFG held by  Wilkerson  and to purchase  Wilkerson's
stock in the Company, (700,000 shares) for cash consideration of $60,000.

The purchase  price was placed in the escrow  account of  Wilkerson's  attorneys
pending completion of the following conditions precedent.

     1.   Receipt  of a Good  Standing  Certificate  from the State of  Delaware
          regarding AMFG;
     2.   Completion  of GAAP audits and tax returns of AMFG for calendar  years
          2002 and 2003;
     3.   Affidavit  from the  Board of  Directors  of AMFG  that  there  are no
          additional outstanding debts or demands from either regulatory groups,
          debtors, or stockholders;
     4.   Receipt of a tax lien and judgment  search on AMFG showing no liens or
          judgments; and
     5.   Receipt of  resignations  from the Board of Directors and all officers
          of AMFG and the appointment of Glenn Little to the Board of Directors.

In the event such conditions  were not completed  within 120 days of the date of
the agreement,  the $60,000  purchase price was to be returned to Little and the
transaction  terminated.  A closing of the  transaction  was scheduled on May 5,
2005. At the Closing,  Little was advised that the conditions  precedent for the
Closing regarding the GAAP audits and tax returns had not been completed. At the
request of Wilkerson's  legal  counsel,  Little granted an extension of time for
completion of the conditions precedent.

Despite  their  failure to complete the GAAP Audits and tax returns as required,
the officers and directors of the Company  delivered their  resignations and the
appointment  of Little as the sole officer and director of AMFG.  On November 2,
2005,  Wilkerson  delivered  the  required  corporate  resolution  to effect the
transfer of Wilkerson's shares to Little.

Notwithstanding the resignations of the officers and directors of AMFG and their
unilateral  appointment  of Little as the sole  officer and director of AMFG and
the eventual  delivery to Little by Wilkerson  of the  required  resolutions  to
transfer  Wilkerson's  stock  into  Little's  name,  Little  did  not  deem  the
transaction  closed due to the  failure  of  Wilkerson  and AMFG to fulfill  the
conditions precedent relating to the audit and tax returns.

On January 2, 2006,  Little  waived the failure of the  completion of conditions
precedent  and  accepted  his  appointment  as an officer  and  director  of the
Registrant and deemed the transaction closed as of that date.

                                       6
<PAGE>
The Company's equity securities have no current trading symbol and, accordingly,
the Company's equity securities do not have posted quotations.

The  Company  may  be  referred  to  as a  reporting  shell  corporation.  Shell
corporations  have zero or nominal  assets and typically no stated or contingent
liabilities.  Private  companies  wishing to become publicly trading may wish to
merge  with a shell (a  reverse  merger  or  reverse  acquisition)  whereby  the
shareholders of the private  company become the majority of the  shareholders of
the combined company. The private company may purchase for cash all or a portion
of the  common  shares of the  shell  corporation  from its major  stockholders.
Typically,  the Board and officers of the private  company  become the new Board
and officers of the combined  Company and often the name of the private  company
becomes the name of the combined entity.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  However,  at the present  time,  the
Company has not identified any business opportunity that it plans to pursue, nor
has the Company  reached any  agreement  or  definitive  understanding  with any
person concerning an acquisition.

It is  anticipated  that the  Company's  officers  and  directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell  entity.  No assurance can be given that the Company will be successful
in finding or  acquiring a  desirable  business  opportunity,  given the limited
funds that are  expected  to be  available  for  acquisitions.  Furthermore,  no
assurance can be given that any acquisition,  which does occur, will be on terms
that are favorable to the Company or its current stockholders.

The Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises
may wish to satisfy,  either  currently or in the  reasonably  near future,  the
minimum  tangible  asset  requirement  in order to qualify shares for trading on
NASDAQ or on an exchange such as the American Stock Exchange. (See Investigation
and  Selection  of Business  Opportunities).  The Company  anticipates  that the
business  opportunities  presented  to it will (I)  either be in the  process of
formation,  or be recently organized with limited operating history or a history
of  losses  attributable  to   under-capitalization   or  other  factors;   (ii)
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop new  products or services or to expand into a new market,  or have plans
for rapid expansion through acquisition of competing  businesses;  (iv) or other
similar  characteristics.  The Company  intends to concentrate  its  acquisition
efforts on properties or businesses  that it believes to be  undervalued or that
it believes may realize a substantial  benefit from being publicly owned.  Given
the above factors,  investors  should expect that any acquisition  candidate may
have  little  or  no  operating   history,   or  a  history  of  losses  or  low
profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business,  to the extent of its limited resources.  This include
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the  availability of such  opportunities,  economic  conditions,  and
other factors.

As a consequence of this registration of its securities,  any entity,  which has
an interest in being acquired by, or merging into the Company, is expected to be
an entity that desires to become a public Company and establish a public trading
market for its securities.  In connection with such a merger or acquisition,  it
is highly  likely  that an amount of stock  constituting  control of the Company
would either be issued by the Company or be purchased from the current principal
stockholders of the Company by the acquiring entity or its affiliates.  If stock
is purchased from the current principal stockholders,  the transaction is likely
to result in substantial gains to the current principal stockholders relative to
their  purchase  price for such stock.  In the Company's  judgment,  none of the
officers and directors would thereby become an underwriter within the meaning of
the  Section  2(11) of the  Securities  Act of 1933,  as  amended as long as the
transaction  is a  private  transaction  rather  than a public  distribution  of
securities. The sale of a controlling interest by certain principal shareholders
of the Company  would occur at a time when minority  stockholders  are unable to
sell their shares because of the lack of a public market for such shares.

                                       7
<PAGE>
Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their  management and board positions with the Company
in connection with a change of control or acquisition of a business  opportunity
(See  Form of  Acquisition,  below,  and  Risk  Factors,  The  Company,  Lack of
Continuity of  Management).  In the event of such a  resignation,  the Company's
current  management  would  thereafter  have no control  over the conduct of the
Company's business.

It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plan,  understandings,  agreements,  or commitments with any individual for such
person to act as a finder of opportunities for the Company.

The  Company  does not foresee  that it will enter into a merger or  acquisition
transaction with any business with which its officers or directors are currently
affiliated. Should the Company determine in the future, contrary to the forgoing
expectations,  that a  transaction  with  an  affiliate  would  be in  the  best
interests  of the  Company  and its  stockholders,  the  Company is, in general,
permitted by Delaware law to enter into a transaction  if: The material facts as
to the  relationship  or interest  of the  affiliate  and as to the  contract or
transaction are disclosed or are known to the Board of Directors,  and the Board
in good faith  authorizes,  approves or ratifies the contract or  transaction by
the affirmative vote of a majority of the disinterested  directors,  even though
the disinterested directors constitute less than a quorum; or the material facts
as to the  relationship  or interest of the  affiliate and as to the contract or
transaction  are  disclosed  or are known to the  stockholders  entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified  in  good  faith  by  vote  of the  stockholders;  or the  contract  or
transaction is fair as to the Company as of the time it is authorized,  approved
or ratified, by the Board of Directors or the stockholders.

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

To a large extent, a decision to participate in a specific business  opportunity
may be made upon  management's  analysis of the  quality of the other  Company's
management  and  personnel,  the  anticipated  acceptability  of new products or
marketing concepts,  the merit of technological  changes,  the perceived benefit
the business  opportunity will derive from becoming a publicly held entity,  and
numerous  other  factors  which are  difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not  necessarily  be indicative of the potential for the future because of a
variety of factors,  including,  but not limited to, the possible need to expand
substantially,  shift marketing approaches,  change product emphasis,  change or
substantially augment management, raise capital and the like.

It is  anticipated  that the  Company  will not be able to  diversify,  but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing.  This lack of  diversification  will not permit
the Company to offset  potential  losses from one business  opportunity  against
profits from another,  and should be considered an adverse factor  affecting any
decision to purchase the Company's securities.

Certain types of business acquisition  transactions may be completed without any
requirement  that the Company first submit the  transaction to the  stockholders
for their approval.  In the event the proposed transaction is structured in such
a fashion that  stockholder  approval is not required,  holders of the Company's
securities (other than principal  stockholders  holding a controlling  interest)
should not anticipate  that they will be provided with  financial  statements or
any other documentation prior to the completion of the transaction.  Other types
of transactions require prior approval of the stockholders.

In the event a proposed business combination or business acquisition transaction
is  structured in such a fashion that prior  stockholder  approval is necessary,
the  Company  will be  required  to  prepare  a Proxy or  Information  Statement
describing  the proposed  transaction,  file it with the Securities and Exchange
Commission  for  review  and  approval,  and  mail a copy  of it to all  Company
stockholders  prior to holding a stockholders  meeting for purposes of voting on
the  proposal.  Minority  shareholders  that do not vote in favor of a  proposed
transaction  will then have the right,  in the event the transaction is approved
by the required number of stockholders, to exercise statutory dissenter's rights
and elect to be paid the fair value of their shares.

                                       8
<PAGE>
The  analysis  of  business  opportunities  will be  undertaken  by or under the
supervision  of  the  Company's  officers  and  directors,   none  of  whom  are
professional  business analysts (See Management).  Although there are no current
plans to do so, Company management might hire an outside consultant to assist in
the  investigation  and  selection  of business  opportunities,  and might pay a
finder's fee.  Since Company  management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities,  no policies have been adopted  regarding use of such consultants
or advisors,  the criteria to be used in selecting such consultants or advisors,
the  services to be provided,  the term of service,  or the total amount of fees
that may be paid.  However,  because of the limited resources of the Company, it
is likely that any such fee the Company agrees to pay would be paid in stock and
not in cash.

Otherwise,  in analyzing  potential business  opportunities,  Company management
anticipates that it will consider, among other things, the following factors:

     *    Potential for growth and  profitability  indicated by new  technology,
          anticipated market expansion, or new products;
     *    The Company's  perception of how any particular  business  opportunity
          will be  received by the  investment  community  and by the  Company's
          stockholders;
     *    Whether,  following the business combination,  the financial condition
          of the  business  opportunity  would be, or would  have a  significant
          prospect in the foreseeable  future of becoming,  sufficient to enable
          the securities of the Company to qualify for listing on an exchange or
          on a national automated  securities  quotation system, such as NASDAQ,
          so as to permit the trading of such  securities  to be exempt from the
          requirements  of Rule 15g-9  adopted by the  Securities  and  Exchange
          Commission (See Risk Factors The Company Regulations of Penny Stocks).
     *    Capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;
     *    The extent to which the business opportunity can be advanced;
     *    Competitive  position as compared to other  companies  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry as a whole;
     *    Strength and diversity of existing management or management  prospects
          that are scheduled for recruitment;
     *    The cost of  participation by the Company as compared to the perceived
          tangible and intangible values and potential; and
     *    The accessibility of required  management  expertise,  personnel,  raw
          materials,  services,  professional  assistance,  and  other  required
          items.

In regard to the  possibility  that the shares of the Company  would qualify for
listing on NASDAQ,  the current  standards for initial  listing  include,  among
other  requirements,  that the Company (1) have net tangible  assets of at least
$4.0 million, or a market  capitalization of $50.0 million, or net income of not
less that $0.75  million in its latest  fiscal  year or in two of the last three
fiscal  years;  (2) have a public float  (i.e.,  shares that are not held by any
officer, director or 10% stockholder) of at least 1.0 million shares; (3) have a
minimum  bid  price  of at  least  $4.00;  (4)  have  at  least  300  round  lot
stockholders (i.e., stockholders who own not less than 100 shares); and (5) have
an operating history of at least one year or have a market  capitalization of at
least $50.0 million.  Many, and perhaps most, of the business opportunities that
might be  potential  candidates  for a  combination  with the Company  would not
satisfy the NASDAQ listing criteria.

No one of the factors  described above will be controlling in the selection of a
business  opportunity,  and  management  will  attempt  to analyze  all  factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

The  Company  is  unable  to  predict  when  it may  participate  in a  business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

                                       9
<PAGE>
Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials  regarding the
business  opportunity  containing  as much  relevant  information  as  possible,
including, but not limited to, such items as a description of products, services
and  Company  history;  management  resumes;  financial  information;  available
projections,  with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents,  trademarks,
or service marks, or rights thereto;  present and proposed forms of compensation
to  management;  a  description  of  transactions  between  such Company and its
affiliates  during the relevant  periods;  a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements;  audited financial statements,  or
if  they  are not  available,  unaudited  financial  statements,  together  with
reasonable  assurance  that  audited  financial  statements  would be able to be
produced  within a  reasonable  period of time not to  exceed 60 days  following
completion of a merger or acquisition transaction; and the like.

As part of the Company's  investigation,  the Company's  executive  officers and
directors may meet personally  with management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

It is possible that the range of business  opportunities that might be available
for  consideration  by the Company  could be limited by the impact of Securities
and Exchange Commission regulations regarding purchase and sale of penny stocks.
The regulations would affect, and possibly impair, any market that might develop
in the  Company's  securities  until such time as they  qualify  for  listing on
NASDAQ or on an exchange which would make them exempt from  applicability of the
penny stock regulations. (See Risk Factors Regulation of Penny Stocks)

Company   management   believes  that  various  types  of  potential  merger  or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  stockholders,
acquisition  candidates  which have long-term  plans for raising capital through
public sale of  securities  and believe that the possible  prior  existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.

FORM OF ACQUISITION

It is impossible to predict the manner in which the Company may participate in a
business opportunity.  Specific business  opportunities will be reviewed as well
as the  respective  needs and desires of the Company  and the  promoters  of the
opportunity  and,  upon the basis of the  review  and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization.  In  addition,  the present  management  and  stockholders  of the
Company  most likely will not have  control of a majority of the voting stock of
the Company following a merger or reorganization  transaction. As part of such a
transaction,  the Company's  existing directors may resign and new directors may
be appointed without any vote by stockholders.

It is likely  that the Company  will  acquire  its  participation  in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called B tax free reorganization under the
Internal  Revenue  Code of 1986 as  amended,  depends  upon the  issuance to the
stockholders of the acquired  Company of a controlling  interest  (i.e.,  80% or
more) of the common stock of the combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other a tax free provisions  provided under the Internal
Revenue Code, the Company's current  stockholders  would retain in the aggregate
20% or less of the total  issued and  outstanding  shares.  This could result in
substantial  additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing

                                       10
<PAGE>
a  controlling  interest in the Company by the current  officers,  directors and
principal stockholders.

It is anticipated that any new securities issued in any reorganization  would be
issued  in  reliance  upon  one  or  more  exemptions  from  registration  under
applicable  federal and state securities laws to the extent that such exemptions
are available.  In some  circumstances,  however, as a negotiated element of the
transaction,  the Company may agree to register  such  securities  either at the
time the  transaction is  consummated  or under certain  conditions at specified
times thereafter.  The issuance of substantial  additional  securities and their
potential  sale into any  trading  market  that might  develop in the  Company's
securities may have a depressive effect upon such market.

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

As a general  matter,  the Company  anticipates  that it,  and/or its  principal
stockholders will enter into a letter of intent with the management,  principals
or owners  of a  prospective  business  opportunity  prior to  signing a binding
agreement.  Such a letter  of intent  will set  forth the terms of the  proposed
acquisition but will not bind any of the parties to consummate the  transaction.
Execution of a letter of intent will by no means indicate that  consummation  of
an acquisition is probable.  Neither the Company nor any of the other parties to
the letter of intent  will be bound to  consummate  the  acquisition  unless and
until a definitive  agreement is executed.  Even after a definitive agreement is
executed,  it is possible that the acquisition  would not be consummated  should
any party elect to exercise any right  provided in the agreement to terminate it
on specific grounds.

It is anticipated that the investigation of specific business  opportunities and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs incurred in the related investigation would not be recoverable.  Moreover,
because many providers of goods and services require compensation at the time or
soon after the goods and services are provided,  the inability of the Company to
pay until an  indeterminate  future time may make it impossible to produce goods
and services.

INVESTMENT COMPANY ACT AND OTHER REGULATION

The Company may participate in a business opportunity by purchasing,  trading or
selling the securities of such business.  The Company does not, however,  intend
to engage  primarily in such  activities.  Specifically,  the Company intends to
conduct its activities so as to avoid being classified as an investment  Company
under the Investment  Company Act of 1940 (the Investment Act), and therefore to
avoid  application  of  the  costly  and  restrictive   registration  and  other
provisions of the Investment Act, and the regulations promulgated thereunder.

The  Company's  plan of business may involve  changes in its capital  structure,
management,   control  and   business,   especially   if  it   consummates   the
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment Company securities.
Since the Company will not register as an investment Company,  stockholders will
not be afforded these protections.

COMPETITION

The  Company  expects to  encounter  substantial  competition  in its efforts to
locate attractive  business  combination  opportunities.  The competition may in
part come from business development companies,  venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these  types of  organizations  are likely to be in a better  position  than the
Company to obtain access to attractive  business  acquisition  candidates either
because they have greater experience, resources and managerial capabilities than
the Company,  because they are able to offer immediate access to limited amounts
of cash,  or for a variety of other  reasons.  The Company also will  experience
competition from other public companies with similar business purposes,  some of
which may also have funds available for use by an acquisition candidate.

                                       11
<PAGE>
EMPLOYEES

The Company currently has no employees. Management of the Company expects to use
consultants,  attorneys and accountants as necessary,  and does not anticipate a
need to engage any full-time  employees so long as it is seeking and  evaluating
business  opportunities.  The need for employees and their  availability will be
addressed  in  connection  with  the  decision  whether  or  not to  acquire  or
participate in specific business opportunities.

RISK FACTORS

The  Company's  business  and plan of  operation  is  subject to  numerous  risk
factors, including, but not limited to, the following:

LIMITED OPERATING HISTORY MAKES POTENTIAL DIFFICULT TO ASSESS

The  Company has had no  operating  history  nor any  revenues or earnings  from
operations  since 2000.  All  business  efforts  since our  inception  have been
unsuccessful.  The Company  has no assets or  financial  resources.  The Company
will,  in  all  likelihood,  continue  to  sustain  operating  expenses  without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination.  These  will most  likely  result in the  Company  incurring  a net
operating loss which will increase continuously until the Company can consummate
a business  combination  with a target  company.  There is no assurance that the
Company  can  identify  such a target  company  and  consummate  such a business
combination.

THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM REQUIREMENTS FOR
A BUSINESS COMBINATION

The Company has no current arrangement,  agreement or understanding with respect
to engaging in a business  combination with a specific  entity.  There can be no
assurance  that the Company will be successful  in  identifying  and  evaluating
suitable  business  opportunities  or in concluding a business  combination.  No
particular  industry or specific  business  within an industry has been selected
for a target  company.  The Company  has not  established  a specific  length of
operating history or a specified level of earnings,  assets,  net worth or other
criteria  which it will require a target  company to have  achieved,  or without
which the Company would not consider a business  combination  with such business
entity.  Accordingly,  the Company may enter into a business  combination with a
business entity having no significant operating history,  losses,  limited or no
potential for immediate  earnings,  limited assets,  negative net worth or other
negative characteristics. There is no assurance that the Company will be able to
negotiate a business combination on terms favorable to the Company.

NO ASSURANCE OF SUCCESS OR PROFITABILITY

There is no  assurance  that the  Company  will  acquire  a  favorable  business
opportunity.   Even  if  the  Company  should  become  involved  in  a  business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market  price of the  Company's  outstanding  shares will be  increased
thereby.

TYPE OF BUSINESS ACQUIRED

The type of business to be acquired may be one that  desires to avoid  effecting
its own public offering and the accompanying expense, delays, uncertainties, and
federal and state requirements  which purport to protect  investors.  Because of
the Company's  limited capital,  it is more likely than not that any acquisition
by the  Company  will  involve  other  parties  whose  primary  interest  is the
acquisition  of control of a publicly  traded  Company.  Moreover,  any business
opportunity  acquired may be currently  unprofitable  or present other  negative
factors.

LACK OF DIVERSIFICATION

Because of the limited financial  resources that the Company has, it is unlikely
that the Company will be able to diversify its  acquisitions or operations.  The
Company's probable inability to diversify its activities into more than one area
will subject the Company to economic  fluctuations  within a particular business
or industry and  therefore  increase  the risks  associated  with the  Company's
operations.

                                       12
<PAGE>
ONLY ONE DIRECTOR AND OFFICER

Because  management  consists  of only one  person,  while  seeking  a  business
combination,  Glenn A. Little, the Company's  President of the Company,  will be
the only person  responsible  in  conducting  the  day-to-day  operations of the
Company.  The Company does not benefit from  multiple  judgments  that a greater
number of  directors  or  officers  would  provide,  and the  Company  will rely
completely  on the  judgment of its one officer and  director  when  selecting a
target company.

Mr. Little  anticipates  devoting only a limited amount of time per month to the
business of the Company.  Mr.  Little has not entered into a written  employment
agreement with the Company and he is not expected to do so. The Company does not
anticipate  obtaining  key man life  insurance  on Mr.  Little.  The loss of the
services of Mr.  Little would  adversely  affect  development  of the  Company's
business and its likelihood of continuing operations.

DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT

The Company will be entirely  dependant  upon the experience of its sole officer
and director in seeking,  investigating,  and acquiring a business and in making
decisions regarding the Company's operations.  It is possible that, from time to
time,  the inability of such persons to devote their full time  attention to the
Because  investors  will not be able to evaluate  the merits of possible  future
business  acquisitions  by  the  Company,  they  should  critically  assess  the
information concerning the Company's officers and directors. (See Management.)

CONFLICTS OF INTEREST

Certain  conflicts  of interest  exist  between the Company and its officers and
directors.  They have other business  interests to which they  currently  devote
attention,  and are  expected to continue  to do so. As a result,  conflicts  of
interest may arise that can be resolved only through their exercise of judgement
in a manner which is consistent with their fiduciary duties to the Company. (See
Management, Conflicts of Interest.)

It is  anticipated  that  the  Company's  principal  shareholders  may  actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's principal shareholders may consider
their own  personal  pecuniary  benefit  rather than the best  interest of other
Company  shareholders.  Depending  upon the  nature of a  proposed  transaction,
Company  shareholders other than the principal  shareholders may not be afforded
the opportunity to approve or consent to a particular transaction.

NEED FOR ADDITIONAL FINANCING

The Company has very limited funds,  and such funds, may not be adequate to take
advantage  of any  available  business  opportunities.  Even  if  the  Company's
currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity,  such funds will clearly not be  sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be  provided  by the  principal  shareholders.  However,  the Company has not
investigated  the   availability,   source,  or  terms  that  might  govern  the
acquisition of the additional  capital which is expected to be required in order
to exploit a business  opportunity,  and will not do so until it has  determined
the level of need for such  additional  financing.  There is no  assurance  that
additional  capital will be available from any source or, if available,  that it
can be  obtained on terms  acceptable  to the  Company.  If not  available,  the
Company's  operations  will be limited to those  that can be  financed  with its
modest capital.

DEPENDENCE UPON OUTSIDE ADVISORS

To supplement the business experience of its officers and directors, the Company
may be required to employ accountants, technical experts, appraisers, attorneys,
or other  consultants  or advisors.  The selection of any such advisors will, be
made by the Company's officers, without any input by shareholders.  Furthermore,
it is anticipated that such persons may be engaged on an as needed basis without
a continuing  fiduciary  or other  obligation  to the Company.  In the event the

                                       13
<PAGE>
officers of the Company consider it necessary to hire outside advisors, they may
elect  to hire  persons  who are  affiliates,  if those  affiliates  are able to
provide the required services.

REGULATION OF PENNY STOCKS

The  Commission has adopted a number of rules to regulate  "penny  stocks." Such
rules  include Rule 3a51-1 and Rules 15g-1  through  15g-9 under the  Securities
Exchange  Act of 1934,  as amended.  Because the  securities  of the Company may
constitute  "penny  stocks"  within  the  meaning  of the rules  (as any  equity
security  that  has a market  price  of less  than  $5.00  per  share or with an
exercise  price of less than $5.00 per  share,  largely  traded in the  National
Association  of  Securities  Dealers'  (NASD)  OTC  Bulletin  Board or the "Pink
Sheets",  the  rules  would  apply to the  Company  and to its  securities.  The
Commission has adopted Rule 15g-9 which established sales practice  requirements
for certain low price securities.  Unless the transaction is exempt, it shall be
unlawful  for a broker  or dealer  to sell a penny  stock  to, or to effect  the
purchase of a penny stock by, any person  unless prior to the  transaction:  (i)
the broker or dealer has approved the person's account for transactions in penny
stock  pursuant to this rule and (ii) the broker or dealer has received from the
person a written  agreement to the  transaction  setting  forth the identity and
quantity  of the penny  stock to be  purchased.  In order to  approve a person's
account for  transactions in penny stock,  the broker or dealer must: (a) obtain
from  the  person  information  concerning  the  person's  financial  situation,
investment experience,  and investment objectives; (b) reasonably determine that
transactions  in penny stock are suitable  for that person,  and that the person
has  sufficient  knowledge and  experience in financial  matters that the person
reasonably may be expected to be capable of evaluating the risks of transactions
in penny  stock;  deliver to the person a written  statement  setting  forth the
basis on which the  broker or dealer  made the  determination  (i)  stating in a
highlighted  format  that it is  unlawful  for the  broker or dealer to affect a
transaction  in penny stock unless the broker or dealer has  received,  prior to
the transaction,  a written  agreement to the transaction  from the person;  and
(ii)  stating  in  a  highlighted  format  immediately  preceding  the  customer
signature line that (iii) the broker or dealer is required to provide the person
with the written  statement;  and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately  reflect the
person's financial situation,  investment experience, and investment objectives;
and (d) receive from the person a manually  signed and dated copy of the written
statement.  It is also  required  that  disclosure  be made as to the  risks  of
investing in penny stock and the commissions  payable to the  broker-dealer,  as
well as current price  quotations and the remedies and rights available in cases
of fraud in penny stock  transactions.  Statements,  on a monthly basis, must be
sent to the investor  listing recent prices for the Penny Stock and  information
on  the  limited  market.  Shareholders  should  be  aware  that,  according  to
Securities and Exchange  Commission  Release No. 34-29093,  the market for penny
stocks has  suffered  in recent  years from  patterns  of fraud and abuse.  Such
patterns  include  (i)  control of the market for the  security  by one or a few
broker-dealers   that  are  often  related  to  the  promoter  or  issuer;  (ii)
manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  (iii) "boiler room"  practices  involving
high-pressure  sales tactics and unrealistic  price projections by inexperienced
sales persons;  (iv) excessive and undisclosed bid-ask  differential and markups
by selling broker-dealers;  and (v) the wholesale dumping of the same securities
by promoters and broker dealers after prices have been  manipulated to a desired
level,  along with the  resulting  inevitable  collapse of those prices and with
consequent investor losses. The Company's management is aware of the abuses that
have occurred historically in the penny stock market.  Although the Company does
not  expect to be in a  position  to dictate  the  behavior  of the market or of
broker-dealers who participate in the market,  management will strive within the
confines of practical  limitations to prevent the described  patterns from being
established with respect to the Company's securities.

THERE  MAY  BE  A  SCARCITY  OF  AND/OR  SIGNIFICANT  COMPETITION  FOR  BUSINESS
OPPORTUNITIES AND COMBINATIONS

The  Company is and will  continue  to be an  insignificant  participant  in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition target candidates for the Company.  Nearly all such entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than the  Company  and,  consequently,  the  Company  will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.  Moreover, the Company will also
compete in seeking  merger or  acquisition  candidates  with other  public shell
companies, some of which may also have funds available for use by an acquisition
candidate.

                                       14
<PAGE>
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION

Pursuant to the  requirements  of Section 13 of the Exchange Act, the Company is
required to provide certain information about significant acquisitions including
audited financial  statements of the acquired  company.  These audited financial
statements must be furnished within 4 business days following the effective date
of a  business  combination.  Obtaining  audited  financial  statements  are the
economic  responsibility  of the target  company.  The additional time and costs
that  may be  incurred  by some  potential  target  companies  to  prepare  such
financial   statements  may   significantly   delay  or   essentially   preclude
consummation of an otherwise desirable  acquisition by the Company.  Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements  of the  Exchange  Act are  applicable.  Notwithstanding  a  target
company's  agreement to obtain audited financial  statements within the required
time frame,  such audited  financials may not be available to the Company at the
time of effecting a business combination.  In cases where audited financials are
unavailable,  the Company will have to rely upon unaudited  information that has
not been  verified  by outside  auditors  in making its  decision to engage in a
transaction  with the business  entity.  This risk increases the prospect that a
business  combination  with  such  a  business  entity  might  prove  to  be  an
unfavorable one for the Company.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION

The Company has neither conducted,  nor have others made available to it, market
research indicating that demand exists for the transactions  contemplated by the
Company.  In the event demand exists for a transaction of the type  contemplated
by the  Company,  there  is no  assurance  the  Company  will be  successful  in
completing any such business combination.

REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940

In the event the Company  engages in business  combinations  which result in the
Company  holding  passive  investment  interests  in a number of  entities,  the
Company could be subject to regulation under the Investment Company Act of 1940.
In such  event,  the Company  would be  required  to  register as an  investment
company and could be expected to incur  significant  registration and compliance
costs. The Company has obtained no formal  determination from the Securities and
Exchange Commission as to the status of the Company under the Investment Company
Act of 1940 and,  consequently,  any  violation  of such Act could  subject  the
Company to material adverse consequences.

PROBABLE CHANGE IN CONTROL OF THE COMPANY AND/OR MANAGEMENT

In conjunction with completion of a business acquisition, it is anticipated that
the Company will issue an amount of the Company's authorized but unissued common
stock that represents the greater majority of the voting power and equity of the
Company,  which will,  in all  likelihood,  result in  shareholders  of a target
company obtaining a controlling  interest in the Company.  As a condition of the
business combination agreement, the current shareholder of the Company may agree
to sell or transfer all or a portion of the Company's common stock he owns so to
provide the target company with all or majority control. The resulting change in
control of the Company will likely result in removal of the present  officer and
director of the Company and a  corresponding  reduction in or elimination of his
participation in the future affairs of the Company.

POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION

A business  combination  normally  will  involve the  issuance of a  significant
number of additional shares.  Depending upon the value of the assets acquired in
such business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.

NO PUBLIC MARKET EXISTS

There is currently  no public  market for the  Company's  common  stock,  and no
assurance  can be given that a market will  develop or that a  shareholder  ever
will be able to liquidate his investment without  considerable delay, if at all.
If a market should develop,  the price may be highly  volatile.  Factors such as
those  discussed in this "Risk  Factors"  section may have a significant  impact
upon the market price of the securities  offered hereby.  Owing to the low price

                                       15
<PAGE>
of  the  securities,   many  brokerage  firms  may  not  be  willing  to  effect
transactions  in the  securities.  Even if a purchaser finds a broker willing to
effect  a  transaction  in  theses  securities,  the  combination  of  brokerage
commissions,  state  transfer  taxes,  if any, and any other  selling  costs may
exceed the selling price.  Moreover,  many lending  institutions will not permit
the use of such securities as collateral for any loans.

RULE 144 SALES

Of the 5,054,422 presently issued and outstanding shares of the Company's stock,
4,442,522  shares are  "restricted  securities"  within the  meaning of Rule 144
under the Securities Act of 1933, as amended. As restricted shares, these shares
may be resold only pursuant to an effective  registration statement or under the
requirements  of Rule 144 or other  applicable  state  securities  law. Rule 144
provides  in essence  that a person  who has held  restricted  securities  for a
prescribed  period,  may under certain  conditions,  sell every three months, in
brokerage  transactions,  a number of shares that does not exceed the greater of
1.0% of a  company's  outstanding  common  stock or the average  weekly  trading
volume  during the four calendar  weeks prior to sale.  There is no limit on the
amount of restricted  securities that may be sold by a  non-affiliate  after the
restricted  securities have been held by the owner, for a period of at least two
years.  A sale  under Rule 144,  or under an other  exemption  from the Act,  if
available,  or pursuant to subsequent  registrations  of common stock of present
shareholders, may have a depressive effect upon the price of the Common Stock in
may market that may develop.

BLUE SKY CONSIDERATION

Because the securities  registered hereunder have not been registered for resale
under the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading  market that might develop in the future,
should be aware,  that there may be significant  state Blue Sky law restrictions
upon the  ability of  investors  to sell the  securities  and of  purchasers  to
purchase the securities.  Accordingly,  investors  should consider the secondary
market for the Company's securities to be a limited one.

ADDITIONAL RISKS - DOING BUSINESS IN A FOREIGN COUNTRY

The Company may  effectuate a business  combination  with a merger  target whose
business operations or even headquarters, place of formation or primary place of
business are located  outside the United States of America.  In such event,  the
Company may face the significant additional risks associated with doing business
in that country. In addition to the language barriers,  different  presentations
of financial  information,  different  business  practices,  and other  cultural
differences  and barriers  that may make it difficult to evaluate  such a merger
target,   ongoing  business  risks  result  from  the  international   political
situation,  uncertain legal systems and applications of law,  prejudice  against
foreigners,   corrupt  practices,  uncertain  economic  policies  and  potential
political and economic  instability  that may be exacerbated in various  foreign
countries.

TAXATION

Federal  and  state  tax  consequences   will,  in  all  likelihood,   be  major
considerations  in any  business  combination  that the Company  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non-qualifying  reorganization  could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.

ITEM 2 - DESCRIPTION OF PROPERTY

The Company  currently  maintains a mailing  address at 211 West Wall,  Midland,
Texas 79701. The Company's telephone number there is (432) 682-1761.  Other than
this mailing address,  the Company does not currently  maintain any other office
facilities,  and does not anticipate the need for maintaining  office facilities
at any time in the  foreseeable  future.  The Company pays no rent or other fees
for the use of the mailing address as these offices are used virtually full-time
by other businesses of the Company's President.

                                       16
<PAGE>
It is  likely  that  the  Company  will not  establish  an  office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.

ITEM 3 - LEGAL PROCEEDINGS

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company has not conducted any meetings of shareholders  during the preceding
quarter.

                                     PART II

ITEM 5 - MARKET FOR COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

MARKET FOR TRADING

The Company's equity securities has no current trading symbol and , accordingly,
the Company's equity securities do not currently have posted quotations.

In prior  periods,  the  Company's  common  stock  was  traded  in the  National
Association  of Securities  Dealers  (NASD) OTC Bulletin Board (OTCBB) under the
symbol  "AMFS".  The  following  table sets forth the high and low  closing  bid
prices for the periods indicated, as reported by the OTCBB:

                                          High              Low
                                          ----              ---
YEAR ENDED DECEMBER 31, 2000
   1st Quarter                            5.3125           3.75
   2nd Quarter                            4.13             1.26
   3rd Quarter                            1.81             1.09
   4th Quarter                            1.44             0.19

YEAR ENDED DECEMBER 31, 2001
   1st Quarter                            0.36             0.21
   2nd Quarter                            0.24             0.01
   3rd Quarter                            0.125            0.125
   4th Quarter                            0.15             0.001

YEAR ENDED DECEMBER 31, 2002 - no posted quotations, as noted above

YEAR ENDED DECEMBER 31, 2003 - no posted quotations, as noted above

YEAR ENDED DECEMBER 31, 2004 - no posted quotations, as noted above

These  quotations are  inter-dealer  prices  without retail markup,  markdown or
commissions, and may not necessarily represent actual transactions.

As of February 22, 2007, there were  approximately 240 shareholders of record of
the Company's common stock

                                       17
<PAGE>
TRANSFER AGENT

Our independent stock transfer agent is Securities Transfer Company,  located in
Frisco,  Texas.  Their  mailing  address  and  telephone  number is: 2591 Dallas
Parkway,  Suite 102; Frisco, Texas 75034; (469) 633-0101 (voice); (469) 633-0088
(fax).

REPORTS TO STOCKHOLDERS

The Company  plans to furnish its  stockholders  with an annual  report for each
fiscal year ending December 31 containing  financial  statements  audited by its
independent certified public accountants. In the event the Company enters into a
business  combination  with  another  Company,  it is the present  intention  of
management to continue furnishing annual reports to stockholders.  Additionally,
the Company  may, in its sole  discretion,  issue  unaudited  quarterly or other
interim  reports to its  stockholders  when it deems  appropriate.  The  Company
intends to maintain  compliance with the periodic reporting  requirements of the
Securities Exchange Act of 1934.

DIVIDEND POLICY

No dividends  have been paid to date and the Company's  Board of Directors  does
not anticipate  paying  dividends in the foreseeable  future.  It is the current
policy to retain all earnings, if any, to support future growth and expansion.

RECENT ISSUANCES OF UNREGISTERED SECURITIES

February 2003,  Ameri-First issued 1,500,000 shares of restricted,  unregistered
common stock to officers of the company:  Gary Bell (500,000  shares);  Keith D.
Newton  (500,000  shares);  and C. Keith  Wilkerson,  II  (500,000  shares)  for
services valued at $15,000,  which approximated the fair value of the securities
issued.

In  November  2003,  Ameri-First  issued  of  1,227,160  shares  of  restricted,
unregistered common stock.  Approximately  727,160 shares were issued to Douglas
Larson for  consulting  services and  settlement of accounts  payable  valued at
$5,000  and  $20,000  respectively.  500,000  shares  were  issued  to C.  Keith
Wilkerson,  II for services valued at $5,000,  which approximated the fair value
of the securities issued.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

The Company has had no  operations  or  significant  assets since the year ended
December  31,  2000 and,  accordingly,  has had no revenue  for the years  ended
December 31, 2004 or 2003, respectively.

General and  administrative  expenses  for the years ended  December 31, 2004 or
2003 were nominal,  principally  interest accrued on a debt payable to Wilkerson
Consulting,  Inc. Earnings per share for the respective years ended December 31,
2004 and 2003 were also nominal, based on the weighted-average shares issued and
outstanding at the end of each respective year.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At December 31, 2004 and 2003,  respectively,  the Company had negative  working
capital of approximately $867,000 and $823,000.

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

                                       18
<PAGE>
The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

PLAN OF BUSINESS

GENERAL

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

COMBINATION SUITABILITY STANDARDS

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     1)   will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;
     2)   will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

                                       19
<PAGE>
     3)   will not have been a defendant in a civil  action which  resulted in a
          final judgment  against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

LIQUIDITY AND CAPITAL RESOURCES

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

The Company does not currently contemplate making a Regulation S offering.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances  of stock in lieu of cash.  For  information  as to the
Company's  policy in regard to payment  for  consulting  services,  see  Certain
Relationships and Transactions.

ITEM 7 - INDEX TO FINANCIAL STATEMENTS

The required financial statements begin on page F-1 of this document.

ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURES

Pursuant to the formation of a successor Registered Independent Certified Public
Accounting Firm by Mr. Carlos Lopez, the Company's lead audit partner, the Board
of Directors of Ameri-First  Financial Group,  Inc.  (Company) has dismissed the
Registered Independent Certified Public Accounting Firm of Malone & Bailey, PLLC
of Houston,  Texas  (Malone) and engaged the  Registered  Independent  Certified
Public  Accounting Firm of LBB & Associates  Ltd., LLP of Houston,  Texas (LBB).
The action to engage LBB was taken upon the  unanimous  approval of the Board of
Directors of the Company, which performs the function of the Audit Committee.

During the two most recent fiscal years and through the date of this Report, the
Company has not consulted with LBB regarding either:

     1.   the application of accounting principles to any specified transaction,
          either completed or proposed,  or the type of audit opinion that might
          be  rendered  on the  Company's  financial  statements,  and neither a
          written  report  was  provided  to the  Company  nor oral  advice  was
          provided that LBB concluded was an important factor  considered by the
          Company in  reaching  a decision  as to the  accounting,  auditing  or
          financial reporting issue; or
     2.   any  matter  that was  either  subject of  disagreement  or event,  as
          defined in Item  304(a)(1)(iv)(A)  of  Regulation  S-B and the related
          instruction to Item 304 of Regulation  S-B, or a reportable  event, as
          that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

                                       20
<PAGE>
ITEM 8A - CONTROLS AND PROCEDURES

As of the date of this filing,  an evaluation of the effectiveness of the design
and operation of Ameri-First  Financial Group,  Inc.'s  disclosure  controls and
procedures was carried out under the supervision and with the  participation  of
management, including our Chief Executive and Financial Officer. Based upon that
evaluation,  our  Chief  Executive  and  Financial  Officer  concluded  that the
Company's  disclosure controls and procedures are effective.  There have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect internal controls subsequent to the date we carried out the
evaluation.

                                    PART III

ITEM 9  -  DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors and executive officers serving the Company are as follows:

           Name              Age            Position Held and Tenure
           ----              ---            ------------------------
      Glenn A. Little        53        President, Chief Executive Officer
                                       Chief Financial Officer and Director

BIOGRAPHICAL INFORMATION

GLENN A.  LITTLE,  is a  graduate  of The  University  of  Florida,  Gainesville
(Bachelor  of Science in  Business  Administration)  and the  American  Graduate
School  of  International   Management  (Master  of  Business  Administration  -
International  Management)  and has been the  principal  of Little  and  Company
Investment  Securities  (LITCO),  a  Securities  Broker/Dealer  with  offices in
Midland,  Texas since 1979.  Before founding LITCO, Mr. Little was a stockbroker
with Howard,  Weil,  Labouisse  Friedrich in their New  Orleans,  Louisiana  and
Midland,  Texas  offices and also worked for First  National Bank of Commerce in
New Orleans, Louisiana.

Mr. Little was appointed an Adjudicatory Official for the State Bar of Texas and
served in that  capacity from 1997 through  2003.  Additionally,  Mr. Little was
appointed  by the  142nd  District  Court,  Midland  County,  State  of Texas as
Receiver to "take charge of the corporate affairs of Texas American Group, Inc."
(a dormant publicly-held  company) and to take all steps necessary to reorganize
this entity.

Since  1988,  Mr.  Little has been  successful  in the  reactivation  of various
inactive  public  companies,  similar to the Company,  upon his acquisition of a
controlling position in each entity. In each situation, the business purpose and
plan of operation,  after Mr.  Little's  acquisition of a controlling  position,
became  identical to that of the  Company's  as of the date of this filing.  Mr.
Little is no longer a controlling shareholder, officer or director of any of the
entities in which he has  participated in the reactivation of effective with the
fulfillment of the respective plan of operation involving a business combination
transaction  with a  private  entity  wishing  to become  publicly-owned.  It is
specifically noted that the relative success or failure of any of these entities
subsequent  to Mr.  Little's  involvement  in them is not an  indication  of the
possibility  of success or failure of the Company  upon the  completion  of it's
current plan of operations.

No  director  or officer  of the  Company  has been  convicted  in any  criminal
proceeding  (excluding  traffic  violations)  or is the  subject  of a  criminal
proceeding which is currently proceeding.  No director or officer of the Company
is the subject of any legal proceeding  involving the Company or the performance
of his duties as such director or officer.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section  16(a) of the Exchange Act requires the Company's  directors,  executive
officers and persons who own more than ten percent of a registered  class of the
Company's equity  securities  ("10%  holders"),  to file with the Securities and

                                       21
<PAGE>
Exchange Commission (SEC) initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.

Directors,  officers and 10% holders are required by SEC  regulation  to furnish
the Company with copies of all of the Section  16(a)  reports  they file.  Based
solely  on  a  review  of   reports   furnished   to  he   Company   or  written
representationsfrom  the Company's  directors and executive  officers during the
fiscal year ended  December  31,  2002,  no Section  16(a)  filing  requirements
applicable  to its  directors,  officers  and 10%  holders  for such  year  were
complied with.

CONFLICTS OF INTEREST

None of the  officers  of the Company  will devote more than a small  portion of
their  respective  time to the affairs of the  Company.  There will be occasions
when the time  requirements of the Company's  business conflict with the demands
of the officers'  other business and investment  activities.  Such conflicts may
require that the Company  attempt to employ  additional  personnel.  There is no
assurance  that the  services of such persons will be available or that they can
be obtained upon terms favorable to the Company.

The officers,  directors and principal  shareholders of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in  connection  with, a proposed  merger or  acquisition  transaction.  It is
anticipated  that  a  substantial  premium  may be  paid  by  the  purchaser  in
conjunction  with any sale of shares by the  Company's  officers,  directors and
principal shareholders made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be
paid to members of Company management to acquire their shares creates a conflict
of interest for them and may compromise  their state law fiduciary duties to the
Company's  other  shareholders.  In making  any such  sale,  members  of Company
management  may consider  their own personal  pecuniary  benefit rather than the
best  interests of the Company and the  Company's  other  shareholders,  and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by members
of Company management.

The Company has adopted a policy under which any  consulting or finders fee that
may be paid to a third party for  consulting  services to assist  management  in
evaluating a prospective business opportunity would be paid in stock rather than
in  cash.  Any  such  issuance  of  stock  would  be  made  on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

It is not currently anticipated that any salary,  consulting fee, or finders fee
shall be paid to any of the Company's directors or executive officers, or to any
other affiliate of the Company except as described under Executive  Compensation
above.

Although  management  has no current  plans to cause the Company to do so, it is
possible  that the  Company  may enter  into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

ITEM 10 - EXECUTIVE COMPENSATION

Currently,  management  of the  Company  requires  less  than four (4) hours per
month.  Accordingly,  no officer or director has received any compensation  from
the  Company.   Until  the  Company  acquires  additional  capital,  it  is  not
anticipated  that any officer or director  will  receive  compensation  from the
Company other than  reimbursement for out-of-pocket  expenses incurred on behalf
of the Company. See Certain Relationships and Related Transactions.

                                       22
<PAGE>
The Company has no stock option, retirement, pension, or profit-sharing programs
for the  benefit of  directors,  officers or other  employees,  but the Board of
Directors may recommend adoption of one or more such programs in the future.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this Annual Report, the number
of  shares  of  Common  Stock  owned of record  and  beneficially  by  executive
officers,  directors and persons who hold 5% or more of the  outstanding  Common
Stock  of the  Company.  Also  included  are the  shares  held by all  executive
officers and directors as a group.

                                                                 % of Class
     Name and address                  Number of Shares       Beneficially Owned
     ----------------                  ----------------       ------------------
Glenn A. Little *                          700,000                   13.8%
211 West Wall Street
Midland TX 79701

Gary Bell                                  500,000                    9.9%

Keith D Newton                             500,000                    9.9%

C. Keith Wilkerson                         500,000                    9.9%

Charles Wilkerson                          500,000                    9.9%

Douglas Larson                           1,227,160                   24.3%

Janaxral Desri                             268,000                    5.3%
13663 Jupiter Road, Suite 401
Dallas TX 75238

Total of stockholders owning more that
 5% of the outstanding shares            4,195,160                     83%

* Executive Officers and Directors
   as a group (one person)                 700,000                   13.8%


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company  currently  maintains a mailing  address at 211 West Wall,  Midland,
Texas 79701. The Company's telephone number there is (432) 682-1761.  Other than
this mailing address,  the Company does not currently  maintain any other office
facilities,  and does not anticipate the need for maintaining  office facilities
at any time in the  foreseeable  future.  The Company pays no rent or other fees
for the use of the mailing address as these offices are used virtually full-time
by other businesses of the Company's President.

                                       23
<PAGE>
It is  likely  that  the  Company  will not  establish  an  office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.

ITEM 13 - EXHIBITS

Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.- Chief
     Executive Officer & Chief Financial Officer
32.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  Company  has not paid or  accrued  any fees in each of the prior two fiscal
years to any accounting firm.

The Company has not designated a formal audit committee.  However, as defined in
Sarbanes-Oxley  Act of 2002,  the  entire  Board of  Directors  (Board),  in the
absence of a formally  appointed  committee,  is, by  definition,  the Company's
audit committee.

In discharging its oversight responsibility as to the audit process,  commencing
with the engagement of LBB & Associates  Ltd.,  LLP, and the Board obtained from
the independent auditors a formal written statement describing all relationships
between  the  auditors  and  the  Company  that  might  bear  on  the  auditors'
independence  as  required  by  Independence  Standards  Board  Standard  No. 1,
"Independence  Discussions with Audit  Committees." The Board discussed with the
auditors any  relationships  that may impact their objectivity and independence,
including fees for non-audit services,  and satisfied itself as to the auditors'
independence.

The Board  discussed  and  reviewed  with the  independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".

The Board reviewed the audited financial statements of the Company as of and for
the years ended December 31, 2004 and 2003 with  management and the  independent
auditors. Management has the sole ultimate responsibility for the preparation of
the  Company's  financial  statements  and the  independent  auditors  have  the
responsibility for their examination of those statements.

Based  on the  above-mentioned  review  and  discussions  with  the  independent
auditors and management,  the Board of Directors  approved the Company's audited
financial  statements and recommended that they be included in its Annual Report
on Form  10-KSB for the year  ended  December  31,  2004,  for  filing  with the
Securities and Exchange Commission.

The Company's principal  accountant,  LBB & Associates Ltd., LLP, did not engage
any other  persons or firms  other than the  principal  accountant's  full-time,
permanent employees.

                                       24
<PAGE>
                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1933,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                                               AMERI-FIRST FINANCIAL GROUP, INC.


Dated: February 22, 2007                       By: /s/ Glenn A. Little
       -----------------                          ------------------------------
                                                                 Glenn A. Little
                                                             President, Director
                                                     Chief Executive Officer and
                                                         Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.


Dated: February 22, 2007                       By: /s/ Glenn A. Little
       -----------------                          ------------------------------
                                                                 Glenn A. Little
                                                             President, Director
                                                     Chief Executive Officer and
                                                         Chief Financial Officer

                                       25
<PAGE>
                        AMERI-FIRST FINANCIAL GROUP, INC.

                                    CONTENTS
                                                                            Page
                                                                            ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      F-2

FINANCIAL STATEMENTS

   Balance Sheet
     as of December 31, 2004                                                 F-3

   Statements of Operations and Comprehensive Loss
     for the years ended December 31, 2004 and 2003                          F-4

   Statements of Shareholders' Deficit
     for the years ended December 31, 2004 and 2003                          F-5

   Statements of Cash Flows
     for the years ended December 31, 2004 and 2003                          F-6

   Notes to Financial Statements                                             F-7

                                      F-1
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Ameri-First Financial Group, Inc.
Midland, Texas

We have audited the accompanying  balance sheet of Ameri-First  Financial Group,
Inc.  as of  December  31,  2004,  and the  related  statements  of  operations,
stockholders'  deficit,  and cash  flows for each of the  years in the  two-year
period  ended   December  31,  2004.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Ameri-First  Financial Group,
Inc. as of December 31,  2004,  and the results of its  operations  and its cash
flows for each of the years in the two-year  period  ended  December 31, 2004 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a going concern.
Management's  plans  regarding  those  matters also are described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ LBB & Associates Ltd., LLP
-----------------------------------
Houston, Texas
February 14, 2007

                                      F-2
<PAGE>
                        AMERI-FIRST FINANCIAL GROUP, INC.
                                  BALANCE SHEET
                                December 31, 2004


                                     ASSETS

TOTAL CURRENT ASSETS                                               $         --
                                                                   ------------
TOTAL ASSETS                                                       $         --
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES
  Accounts payable                                                 $         --
  Accrued interest payable to shareholder                               107,412
  Note payable to shareholder                                           740,000
                                                                   ------------
      TOTAL LIABILITIES                                                 847,412
                                                                   ------------

COMMITMENTS

SHAREHOLDERS' DEFICIT
  Common stock - $0.00001 par value
    25,000,000 shares authorized
    5,054,422 shares issued and outstanding, respectively                    50
  Additional paid-in capital                                         31,445,482
  Accumulated deficit                                               (32,292,944)
                                                                   ------------

      TOTAL SHAREHOLDERS' DEFICIT                                      (847,412)
                                                                   ------------

      TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                  $         --
                                                                   ============


   The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>
                        AMERI-FIRST FINANCIAL GROUP, INC.
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                 For the years ended December 31, 2004 and 2003


                                                 2004                  2003
                                              -----------           -----------

REVENUES                                      $        --           $        --
                                              -----------           -----------
EXPENSES
   General and administrative expenses                 --                25,000
                                              -----------           -----------

LOSS FROM OPERATIONS                                   --               (25,000)

OTHER EXPENSE
   Interest expense                               (44,400)              (44,400)
                                              -----------           -----------

LOSS BEFORE PROVISION FOR INCOME TAXES            (44,400)              (69,400)

PROVISION FOR INCOME TAXES                             --                    --
                                              -----------           -----------

NET LOSS                                          (44,400)              (69,400)

OTHER COMPREHENSIVE INCOME                             --                    --
                                              -----------           -----------

COMPREHENSIVE LOSS                            $   (44,400)          $   (69,400)
                                              ===========           ===========

Earnings per share of common stock
 outstanding computed on net loss -
 basic and fully diluted                      $     (0.01)          $     (0.02)
                                              ===========           ===========
Weighted-average number of shares
 outstanding - basic and fully diluted          5,054,422             3,980,657
                                              ===========           ===========


   The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>
                        AMERI-FIRST FINANCIAL GROUP, INC.
                       STATEMENTS OF SHAREHOLDERS' DEFICIT
                     Years ended December 31, 2004 and 2003


<TABLE>
<CAPTION>
                                        Common Stock           Additional
                                    --------------------        paid-in       Accumulated
                                    Shares        Amount        capital         deficit          Total
                                    ------        ------        -------         -------          -----
<S>                               <C>            <C>        <C>             <C>              <C>
BALANCES AT DECEMBER 31, 2002      2,327,262      $    23    $ 31,400,509    $(32,179,144)    $ (778,612)

Issuance of common stock
 for services                      2,727,160           27          44,973              --         45,000

Net loss                                  --           --              --         (69,400)       (69,400)
                                 -----------      -------    ------------    ------------     ----------

BALANCES AT DECEMBER 31, 2003      5,054,422           50      31,445,482     (32,248,544)      (803,012)

Net loss                                  --           --              --         (44,400)       (44,400)
                                 -----------      -------    ------------    ------------     ----------

BALANCES AT DECEMBER 31, 2004      5,054,422      $    50    $ 31,445,482    $(32,292,944)    $ (847,412)
                                 ===========      =======    ============    ============     ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>
                        AMERI-FIRST FINANCIAL GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                 For the years ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                  2004            2003
                                                               ----------      ----------
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                                     $  (44,400)     $  (69,400)
   Adjustments to reconcile net loss to net
    cash used in operating activities
      Operating expenses paid with common stock                        --          45,000
      Increase (Decrease) in accrued interest payable              44,400          24,400
                                                               ----------      ----------

NET CASH USED IN OPERATING ACTIVITIES                                  --              --
                                                               ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES                                   --              --
                                                               ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES                                   --              --
                                                               ----------      ----------

INCREASE (DECREASE) IN CASH                                            --              --

Cash at beginning of period                                            --              --
                                                               ----------      ----------

CASH AT END OF PERIOD                                          $       --      $       --
                                                               ==========      ==========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
   Interest paid for the year                                  $       --      $       --
                                                               ==========      ==========
   Income taxes paid for the year                              $       --      $       --
                                                               ==========      ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                      F-6
<PAGE>
                        AMERI-FIRST FINANCIAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

NATURE OF BUSINESS

On  March  22,  2000,  pursuant  to the  closing  of an  Agreement  and  Plan of
Reorganization (the "Reorganization  Agreement") between Itronics Communications
Corporation and Ameri-First  Financial Group, Inc. (AFFG), a Nevada corporation,
effected a change in control of Itronics Communications  Corporation,  which was
incorporated on August 22, 1995 under the laws of the State of Delaware.

The closing under the  Reorganization  Agreement  consisted of a stock for stock
exchange in which Itronics Communications Corporation acquired all of the issued
and  outstanding  common stock of AFFG in exchange for the issuance of 9,386,116
shares  of  its  common  stock.  As  a  result  of  this  transaction,  Itronics
Communications Corporation became a wholly-owned subsidiary of AFFG.

The  Reorganization  was  approved  by the  unanimous  consent  of the  Board of
Directors of Ameri-First  Financial Group on March 20, 2000. The  Reorganization
qualified as a reorganization  within the meaning of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended.

Prior to the  Agreement,  AFFG had  9,386,116  shares of common stock issued and
outstanding. Following the Agreement, Ameri-First had 9,436,116 shares of common
stock outstanding. AFFG, formerly known as Tahoe Pacific Corporation and Pacific
Holdings,  Inc., was  incorporated in the State of Nevada on September 27, 1996.
Upon effectiveness of the Reorganization Agreement, pursuant to Rule 12g-3(a) of
the General Rules and  Regulations of the  Securities  and Exchange  Commission,
AFFG became the successor issuer to Itronics  Communications  Corporation,  Inc.
for reporting purposes under the Securities  Exchange Act of 1934 and elected to
report under the Act effective March 22, 2000.

For periods prior to 2000,  the Company  participated  in numerous  unsuccessful
ventures and corporate name changes,  as discussed in greater detail in previous
Form 10-KSB filings.

In March 2000, Ameri-First acquired five (5) hotel properties and began managing
and operating  hotels.  These hotel  properties were foreclosed upon in December
2000.  Since  December  2000,  the  Company  has  had  no  assets  or  operating
activities.

The Company's current principal  business activity is to seek a suitable reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the balance  sheet.  Actual results could differ from
those estimates.

                                      F-7
<PAGE>
CASH EQUIVALENTS

Cash  equivalents  include highly  liquid,  temporary  cash  investments  having
original  maturity dates of three months or less. For reporting  purposes,  such
cash  equivalents  are stated at cost plus accrued  interest which  approximates
fair value.

REVENUE RECOGNITION

Revenues are recorded as services are performed.

INCOME TAXES

The  asset  and  liability  approach  is used to  account  for  income  taxes by
recognizing  deferred tax assets and  liabilities  for the  expected  future tax
consequences of temporary  differences  between the carrying amounts and the tax
bases of assets and liabilities.  Ameri-First  records a valuation  allowance to
reduce the  deferred tax assets to the amount that is more likely than not to be
realized.

FINANCIAL INSTRUMENTS

The carrying amount of the Company's financial instruments,  which include cash,
accounts receivable,  loans receivable, bank indebtedness,  accounts payable and
accrued  liabilities,  short term debt,  shareholder  debt,  and long term debt,
approximate  fair  value.  It is  management's  opinion  that the Company is not
exposed to  significant  interest,  currency or credit risk  arising  from these
financial instruments unless otherwise noted.

STOCK-BASED COMPENSATION

The Company  periodically  issues  common  stock for  acquisitions  and services
rendered.  Common stock issued is valued at the estimated fair market value,  as
determined by management  and the board of directors of the Company.  Management
and the board of  directors  consider  market  price  quotations,  recent  stock
offering prices and other factors in determining  fair market value for purposes
of valuing the common stock.

EARNINGS PER COMMON SHARE

Basic and  diluted  net loss per share  excludes  dilution  and is  computed  by
dividing net loss by the weighted  average  number of common shares  outstanding
for the period presented

RECENT ACCOUNTING PRONOUNCEMENTS

Ameri-First  does  not  expect  the  adoption  of  recently  issued   accounting
pronouncements  to have a  significant  impact on the  Ameri-First's  results of
operations, financial position or cash flows.

NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

Ameri-First has incurred losses totaling $44,400 and $69,400 for the each of the
years ended December 31, 2004 and 2003,  respectively  and has a capital deficit
of $(847,412) at December 31, 2004.  Because of these losses,  Ameri-First  will
require additional working capital to develop business operations.

                                      F-8
<PAGE>
The Company intends to raise  additional  working capital either through private
placements,  public  offerings  and/or bank  financing  or will seek a merger or
acquisition candidate.

There are no assurances  that  Ameri-First  will be able to either (1) achieve a
level of revenues adequate to generate sufficient cash flow from operations;  or
(2)  obtain  additional  financing  through  either  private  placement,  public
offerings  and/or bank  financing  necessary  to support  Ameri-First's  working
capital  requirements.  To the extent  that  funds  generated  from any  private
placements,  public  offerings  and/or bank financing are  insufficient,  Ameri-
First will have to raise additional  working capital.  No assurance can be given
that additional financing will be available,  or if available,  will be on terms
acceptable  to  Ameri-First.  If  adequate  working  capital  is not  available,
Ameri-First may not renew its operations.

These  conditions raise  substantial  doubt about the  Ameri-First's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments relating to the carrying amounts or the amount and classification of
liabilities that might be necessary should  Ameri-First be unable to continue as
a going concern.

NOTE 3 - NOTE PAYABLE TO SHAREHOLDER

On August 1, 2002, the Company  issued a $740,000 note to Wilkerson  Consulting,
Inc. as compensation to replace a guarantee  related to a former officer's debt.
This note was unsecured  and bore interest at 6% on unpaid  principal and 10% on
matured  unpaid  principal.  The note is payable  on demand,  or if no demand is
made,  the entire  principal  amount and all accrued  interest  shall be due and
payable on July 31, 2006. (See: Note 7, Subsequent Event)

NOTE 4 - INCOME TAXES

Ameri-First  Financial Group,  Inc.,  follows Statement of Financial  Accounting
Standards Number 109 (SFAS 109), "Accounting for Income Taxes".  Deferred income
taxes  reflect the net effect of a (a)  temporary  difference  between  carrying
accounts of assets and liabilities  for financial  purposes and the amounts used
for income taz reporting purposes, and (b) net operating loss carryforwards.  No
net provision for refundable  Federal  income tax has been made in  accompanying
statement of loss because no recoverable taxes were paid previously.  Similarly,
no deferred tax asset  attributable to the net operating loss  carryforward  has
been recognized, as it is not deemed likely to be realized

The provision for refundable Federal income tax consists of the following:

                                            December 31, 2004  December 31, 2003
                                            -----------------  -----------------
Refundable Federal income tax attributed to:
   Current Operations                           $  15,000          $ 351,000
   Less, Change in valuation allowance            (15,000)          (351,000)
                                                ---------          ---------
Net refundable amount                           $       0          $       0
                                                =========          =========

The  cumulative  tax effect at the  expected  rate of 34% of  significant  items
comprising our net deferred tax amount is as follows:

                                            December 31, 2004
                                            -----------------
Deferred tax assets attributable to:
   Current Operations                           $ 629,000
   Less, Change in valuation allowance           (629,000)
                                                ---------
Net refundable amount                           $       0
                                                =========

                                      F-9
<PAGE>
In January 2001,  Ameri-First  had a change in ownership,  which has resulted in
Ameri-First's  net  operating  loss  carryforwards   being  subject  to  certain
utilization  limitations  in the  future.  At  December  31,  2004,  Ameri-First
Financial Group,  Inc. had an unused net operating loss carryover  approximating
$1,849,000  that is  available  to offset  future  taxable  income;  it  expires
beginning in 2021-2024.

NOTE 5 - STOCKHOLDERS EQUITY

COMMON STOCK:

In  February  2003,   Ameri-First   issued   1,500,000   shares  of  restricted,
unregistered common stock to officers of the Company: Gary Bell (500,000 shares)
Keith D. Newton (500,000 shares) and C. Keith Wilkerson, II (500,000 shares) for
services valued at $15,000.

In November 2003,  Ameri-First  issued of 1,227,160  shares of common stock.  Of
those 727, 160 shares were issued to Douglas  Larson for  settlement of accounts
payable and services  valued at $20,000 and 5,000  respectively.  500,000 shares
issued to an officer of the Company for services valued at $5,000.

NOTE 6 - RELATED PARTY TRANSACTIONS

After the foreclosure of the 5 hotel  properties,  Ameri-First  neither owns nor
leases any real or personal  property.  An officer has provided  office services
without  charge.  Such costs are  immaterial  to the  financial  statements  and
accordingly are not reflected herein. The officers and directors are involved in
other business activities and most likely will become involved in other business
activities in the future. If a specific business  opportunity becomes available,
such persons may face a conflict of interest. A company policy for handling such
a conflict has not yet been formulated.

NOTE 7 - SUBSEQUENT EVENT

On January 18, 2005, the Company and Wilkerson  Consulting,  Inc.  ("Wilkerson")
entered into a Debt and Stock Purchase Agreement with Glenn A. Little ("Little")
pursuant to which Little agreed to purchase $740,000 in outstanding debt against
AMFG  held by  Wilkerson  and to  purchase  Wilkerson's  stock  in the  Company,
(700,000  shares)  for  cash  consideration  of  $60,000.  The note  payable  to
shareholder remains outstanding as of February 2007.

The purchase  price was placed in the escrow  account of  Wilkerson's  attorneys
pending completion of the following conditions precedent:  (i) Receipt of a Good
Standing  Certificate from the State of Delaware regarding AMFG; (ii) Completion
of GAAP audits and tax returns of AMFG for calendar  years 2002 and 2003;  (iii)
Affidavit  from the  Board of  Directors  of AMFG that  there are no  additional
outstanding  debts  or  demands  from  either  regulatory  groups,  debtors,  or
stockholders;  (iv) Receipt of a tax lien and judgment search on AMFG showing no
liens or judgments;  and (v) Receipt of resignations from the Board of Directors
and all  officers of AMFG and the  appointment  of Glenn  Little to the Board of
Directors.

Certain  events were not completed  within 120 days of the date of the agreement
plus an extension  of time,  consequently,  the  officers  and  directors of the
Company  resigned  and the  Company  appointed  Little as the sole  officer  and
director of the Company.  On November 2, 2005,  Wilkerson delivered the required
corporate resolution to effect the transfer of Wilkerson's shares to Little.

On January 2, 2006,  Little  waived the failure of the  completion of conditions
precedent  and  accepted  his  appointment  as an officer  and  director  of the
Registrant and deemed the transaction closed as of that date.

                                      F-10