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, 2001

     TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  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)

            6060 N. Central Expressway, Ste. 560 #7, Dallas, TX 75206
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (214) 800-2842
                           (Issuer's telephone number)



          Securities Registered under Section 12(b) of the Exchange Act

Title of each Class                    Name of Each Exchange on which Registered
      None                                               None

          Securities registered Under Section 12(g) of the Exchange Act
                        Common Stock, $0.00001 Par Value


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes NoX

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  management'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. [ ]

State issuer's revenues for its most recent fiscal year: $0

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: $-0-(stock is not quoted).

As of December 24, 2002 the issuer had  2,327,262  shares of common stock issued
and outstanding.


<PAGE>

PART 1

Item 1.           Description of the Business

Ameri-First   Financial  Group,  Inc.  (the  "Company"  or  "Ameri-First")   was
incorporated  in  September  1996 in  California.  Ameri-First  was  engaged  in
providing private and publicly traded companies with investment banking services
until early 2000. In March 2000,  Ameri-First  acquired 5 hotel  properties  and
began managing and operating hotels. The hotels were foreclosed upon in December
2000 by a financial  institution  and  Ameri-First  now has no operations and is
seeking acquisition or merger candidates.

Current management was elected in March 2001.

Item 2.  Description of Property

The Company has no property. The Company maintains its office at 6060 N. Central
Expressway, Suite 560 #7, Dallas, TX 75206, which it shares with Hospitality
Plus where Keith Newton, the Company's Secretary and Treasurer, serves as an
officer, and which is owned by the Wickliffe Trust, of which Charles Wilkerson
is the beneficial owner. The Company does not pay any rent for use of such
property.

Item 3.  Legal Proceedings.

The Company is not a party to any material pending litigation nor is it aware of
any threatened legal proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to securities holders during the year ended December
31, 2001.

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

The Company's common stock was traded in the National Association of Securities
Dealers 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.

                              Closing Bid                Closing Ask
                          High            Low         High         Low
1998
1st Quarter               6.25           5.625        6.25        5.625
2nd Quarter               4.25            2.50       4.875         2.50
3rd Quarter               3.00            1.25       3.125        1.505
4th Quarter               2.75            1.50        3.00        2.125

1999
1st Quarter               8.75          4.6875        8.75         5.00
2nd Quarter               8.75          4.6875        9.00        4.875
3rd Quarter               3.75           1.875        4.00         2.00
4th Quarter               3.90            .125        4.00          .25

2000
1st Quarter             5.3125            4.50       5.375         3.75

                                     Closing Price
                                 High             Low
2nd Quarter                      4.13             1.26
3rd Quarter                      1.81             1.09
4th Quarter                      1.44              .19
2001
Ist Quarter                       .21              .36
2nd Quarter                       .01              .24
3rd Quarter                      .125             .125
4th Quarter                      .001              .15
<PAGE>


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

As of November 1, 2002, there were 240 shareholders of record of the Company's
common stock.

The Company has never paid cash dividends. The Board of Directors of the Company
currently anticipates that it will retain all available funds for use in the
operation of the business and does not anticipate paying and cash dividends in
the foreseeable future.

The stock transactions below which occurred prior to January 2001 have been
retroactively adjusted to reflect the 1 for 25 reverse stock split.

In May 1999, the Company issued 44,000 shares of common stock in connection with
the acquisition of Tahoe which transaction was valued at $3,655,000. We believe
that this transaction was exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933 as the recipient had sufficient knowledge and
experience in financial and business matters that it was able to evaluate the
merits and risks of an investment in the Company, and since the transaction was
non-recurring and privately negotiated.

The Company completed a private placement in June 1999 pursuant to which it sold
5,233 shares of its voting common stock for a total of $850,301. In connection
with the private placement Ameri-First incurred direct costs of the offering of
$128,539. The net proceeds were $721,762.

In December 1999, the Company issued 31,376 shares of common stock for
consulting services valued at $1,508,486 or the fair value of the services
provided. The Company believes the transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.

In December 1999, the Company issued 1,200 shares of common stock for assets
valued at $30,000. The Company believes the transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

In March 2000, the Company issued 50,000 shares of common stock in connection
with the merger between Itronics Communications Corporation and Ameri-First
Financial Group. We believe that this transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933 as the recipient had
sufficient knowledge and experience in financial and business matters that it
was able to evaluate the merits and risks of an investment in the Company, and
since the transaction was non-recurring and privately negotiated.

In March 2000, the Company issued 75,600 shares of common stock in connection
with the acquisition of assets from Ameri-First Financial Securities, which
transaction was valued at $945,045. In December 2000, the Company sold back the
assets of Ameri-First Financial Securities to Jeffrey Bruteyn, the Company's
former Chief Executive Officer, and received the common stock back and
subsequently retired those shares. We believe that this transaction was exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933 as the
recipient had sufficient knowledge and experience in financial and business
matters that it was able to evaluate the merits and risks of an investment in
the Company, and since the transaction was non-recurring and privately
negotiated.

In June 2000, the Company issued 180,000 shares of common stock to VPS I, L.P in
connection with the acquisition of five hotels which stock was valued at
$16,457,401. We believe that this transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933 as the recipient had
sufficient knowledge and experience in financial and business matters that it
was able to evaluate the merits and risks of an investment in the Company, and
since the transaction was non-recurring and privately negotiated.

In September 2000, the Company issued 84,306 shares of common stock to various
individuals in consideration for services rendered valued at $1,874,761. We
believe that this transaction was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933 as the recipients had sufficient knowledge
and experience in financial and business matters that it was able to evaluate
the merits and risks of an investment in the Company, and since the transactions
were non-recurring and privately negotiated.
<PAGE>

In September 2000, the Company issued 97,360 shares of common stock to Hess
Capital, LLC for payment of debt and interest of $1,672,830. We believe that
this transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 as the recipient had sufficient knowledge and experience
in financial and business matters that it was able to evaluate the merits and
risks of an investment in the Company, and since the transaction was
non-recurring and privately negotiated.

In September 2000, the Company issued 59,959 shares of common stock to Southeast
International for deposits on property valued at $1,700,000. The Company never
closed on such transaction. We believe that this transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 as the
recipient had sufficient knowledge and experience in financial and business
matters that it was able to evaluate the merits and risks of an investment in
the Company, and since the transaction was non-recurring and privately
negotiated.

In January 2001, the Company issued 1,000,000 shares of common stock in
settlement of a note payable to Wilkerson Consulting, Inc. for $1,800,000 plus
accrued interest. We believe that this transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933 as the recipient had
sufficient knowledge and experience in financial and business matters that it
was able to evaluate the merits and risks of an investment in the Company, and
since the transaction was non-recurring and privately negotiated.

In May 2001, the Company issued 715,393 to various individuals in consideration
for consulting services valued at $7,154. We believe that this transaction was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933
as the recipients had sufficient knowledge and experience in financial and
business matters that they were able to evaluate the merits and risks of an
investment in the Company, and since the transaction was non-recurring and
privately negotiated.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Caution Regarding Forward-Looking Information

This annual report contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of the Company or
management as well as assumptions made by and information currently available to
the Company or management. When used in this document, the words "anticipate,"
"believe," "estimate," "expect" and "intend" and similar expressions, as they
relate to the Company or its management, are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company regarding future events and are subject to certain risks, uncertainties
and assumptions, including the risks and uncertainties noted. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described herein
as anticipated, believed, estimated, expected or intended. In each instance,
forward-looking information should be considered in light of the accompanying
meaningful cautionary statements herein.

Results of Operations, Liquidity and Capital Resources

Overview

The Company did not conduct any operations during the year ended December 31,
2001 and does not have any operations as of the date of this filing. The Company
is seeking an acquisition or merger candidate.

Comparison of Operating Results For the Year Ended December 31, 2001 Compared to
the Year Ended December 31, 2000

The Company's revenues decreased by $4,110,871 from $4,110,871 for the year
ended December 31, 2000 to $0 for the year ended December 31, 2001. The decrease
in revenues resulted from the Company conducting no operations during 2001
compared to operating five hotels during the year 2000.

Operating expenses, general and administrative expenses, and selling expenses
decreased by $25,987,999 from $25,995,153 for the year ended December 31, 2000
to $7,154 for the year ended December 31, 2001. The decrease in operating
expenses, general and administrative expenses and selling expenses was due to
the Company not conducting operations in the year 2001 versus the following
expenses incurred during the year 2000: operating expenses-$2,890,627; general
and administrative expenses-$2,953,246; selling expenses-$163,839; depreciation
expense-$2,690,655; loss on investments and other assets-$1,824,955; settlement
expense-$1,800,000; and loss on repossessed assets-$13,671,831.
<PAGE>

Depreciation expense decreased from $2,690,655 for the year ended December 31,
2000 to $0 for the year ended December 31, 2001. The decrease in depreciation
was due to the lack of operations during the year 2001 compared to depreciation
on the hotel properties and other property and equipment during the year 2000.

For the year ended December 31, 2001, the Company did not record a loss on
investments and other assets as compared to a loss on investments and other
assets of $1,824,955 for the year ended December 31, 2000. The loss on
investments and other assets during the year 2000 was associated with the former
chief executive officer taking the assets of Ameri-First Securities, Inc.
resulting in a loss of $124,955, and deposits made in Company stock for
acquisition that never closed resulting in a loss of $1,700,000.

Settlement expense was $1,800,000 for the year ended December 31, 2000 compared
to settlement expense of $0 for the year ended December 31, 2001. The settlement
expense was due to a settlement with Wilkerson Consulting whereby Wilkerson
Consulting received a note for $1.8 million which note was later converted into
1,000,000 shares of Company common stock following the 1:25 reverse stock split
resulting in Wilkerson Consulting becoming the Company's majority stockholder.

Loss on repossessed assets was $13,671,831 for the year ended December 31, 2000
compared to $0 for the year ended December 31, 2001. The loss on repossessed
assets during 2000 was due to the foreclosure on the five hotels by a financial
institution in December 2000.

The Company's loss from operations was $7,154 for the year ended December 31,
2001 as compared to a loss from operations of $21,884,282 for the year ended
December 31, 2000. The net loss for 2000 resulted principally from operating
expenses, depreciation expenses, settlement expenses and loss on repossessed
assets.

Net loss was $14,924 for the year ended December 31, 2001 as compared to a net
loss of $22,182,443 for the year ended December 31, 2000.

Net loss per share decreased from $52.98 per share for the year ended December
31, 2000 to $.01 per share for the year ended December 31, 2001.

As of December 31, 2001, the Company had an accumulated deficit of $31,420,532.

Liquidity and Capital Resources

For the year ended December 31, 2001, the Company did not generate positive cash
flow as it had no operations.

As of December 31, 2001, the Company had no assets and a working capital deficit
of $20,000.

Wilkerson Consulting is paying the Company's expenses on an as needed basis.
There can be no assurance that Wilkerson Consulting will continue to fund the
Company's operations as well as its ongoing legal and accounting expenses. In
addition, there can be no assurance that any new capital will be available to
the Company or that adequate funds for the Company's operations, whether from
financial markets, or other arrangements will be available when needed or on
terms satisfactory to the Company. The Company has no commitments from officers,
directors or affiliates to provide funding. The failure of the Company to obtain
adequate additional financing may require the Company to delay, curtail or scale
back some or all of its operations. Any additional financing may involve
dilution of the Company's then-existing shareholders.

There can be no assurances that the Company 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 the Company's working
capital requirements. To the extent that funds generated from any private
placements, public offerings and/or bank financings are insufficient, the
Company 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 the Company. If adequate working capital is not available, the
Company may not renew its operations.
<PAGE>

The Company's auditor has expressed substantial doubt about the Company's
ability to continue as a going concern.

Item 7.  Financial Statements

The required financial statements are included in this document beginning on
page F-1.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosures


         S.W. Hatfield, Certified Public Accountant, of Dallas, Texas audited
the Registrant's financial statements at and for the year ended December 31,
1999, and the opinion of S.W. Hatfield was not qualified in any manner. For
certain business reasons, the Board of Directors of the Registrant has chosen
not to engage S.W. Hatfield to audit the Registrant's financial statements at
and for the year ended December 31, 2000. The auditor-client relationship
between the Registrant and S.W. Hatfield has ceased.

                  During the Registrant's relationship with S.W. Hatfield, there
were no disagreements between the Registrant and S.W. Hatfield on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure. In addition, there were no disagreements between the
Registrant and S.W. Hatfield on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope and procedures for
the December 31, 1999 financial statements. Further, there have been no
disagreements between the Registrant and the S.W. Hatfield on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures for December 31, 1999 to the present.

                  On August 27, 2002, the Registrant engaged Malone & Bailey
PLLC as its independent accountants for the fiscal years ended December 31,
1999, December 31, 2000 and December 31, 2001. During the two most recent fiscal
years and any subsequent interim period prior to engaging Malone & Bailey, the
Company did not consult with Malone & Bailey regarding any of the accounting or
auditing concerns stated in Item 304(a)(2) of Regulation S-B, as well as either
(i) the application of accounting principals to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements; or (ii) any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a reportable event (as defined in Item
304(a)(1)(v) of Regulation S-K). Malone & Bailey PLLC has reviewed the
disclosure required by Item 304(a) before it was filed with the Commission and
has been provided an opportunity to furnish the Company with a letter addressed
to the Commission containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree with the
statements made by the Company in response to Item 304(a). Malone & Bailey PLLC
did not furnish a letter to the Commission.

Item 9. Directors. Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

The directors and officers of the Company are listed below with information
about their respective backgrounds.

Name                         Age          Position
-----                       -----        -----------
Gary Bell                    33           President and Director
Keith D. Newton              35           Secretary, Treasurer and Director
C. Keith Wilkerson, II       33           Vice President and Director

Directors are elected to serve until the next annual meeting of the shareholders
of the Company or until their successors have been elected and qualified.
Officers will hold their positions at the pleasure of the board of directors,
absent any employment agreement, of which none currently exists or is
contemplated. The directors and officers will devote full time to the Company's
affairs on an "as needed" basis, which, depending on the circumstances, could
amount to as little as two hours per month, or more than forty hours per month,
but more than likely will fall within the range of five to ten hours per month.
Gary Bell, Keith D. Newton, C. Keith Wilkerson, II and Charles Wilkerson are
related parties.
<PAGE>

Gary Bell has served as the  President  and Director of the Company  since March
2001.  Mr. Bell has served as the Secretary and Treasurer  since June 2001.  Mr.
Bell has served as the Secretary and Treasurer of  Inn-Vestors,  Inc. since July
2002.  From May 1998 through  June 2001,  Mr. Bell served as the  President  and
Chief Executive Officer of Amerand  Corporation.  From November 1993 through May
1998, Mr. Bell served as the President and Chief  Executive  Officer of Nature's
Landscape,   Inc.  Mr.  Bell  is  educated  in  business  management  and  being
self-employed  for the  majority of his working  career,  he has  developed  the
skills which the Company  believes are necessary to analyze an investment and to
evaluate its  reparation and  renovation  needs to be a successful  asset to the
Company's portfolio.

Keith D.  Newton has served as the  Secretary,  Treasurer  and  Director  of the
Company since March 2001.  Mr. Newton has served as the President of Hospitality
Plus since April 2000.  Mr.  Newton has served as the  President and Director of
Inn-Vestors,  Inc.  since July 2002.  From February 1997 through April 2000, Mr.
Newton served as a Sales Manager with Borders. Mr. Newton received his education
in business administration and management from McNeese State University, and has
experience  in retail  management  including  regional  representation  for fine
retailers. Being familiar with budgets and the financial concerns of high volume
sales and  operations,  Mr.  Newton  has  assumed  the role of  supervising  and
managing the Company's finances.

C. Keith Wilkerson, II has served as Vice President and Director of the Company
since March 2001. Mr. Wilkerson established a company that provides project
management services to hotel developers and investors, assisting in high-end
hotel construction, renovation, and installation. Mr. Wilkerson is a decorated
veteran of the United States Air Force, and has earned a Masters Degree in
Educational Administration from Faith Baptist College. After leaving the armed
forces of the United States, the next five years of his work experience were
spent teaching and coaching at the collegiate level. Through a series of events
Mr. Wilkerson was recruited by two separate hotelier's and has a distinguished
operational record in the managing of upscale hotel properties.

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
Exchange Commission (the "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 representations
from the Company's directors and executive officers during the fiscal year ended
December 31, 2000, all Section 16(a) filing requirements applicable to its
directors, officers and 10% holders for such year were complied with.

Item 10.  Executive Compensation

The Company currently pays no compensation to its officers and directors and has
paid no compensation in any amount or of any kind to its executive officers or
directors for the fiscal years ended December 31, 2001 and December 31, 2000.
During the fiscal year ended December 31, 1999, the Company issued 150,000
shares to Jeffrey M. Gardiner, its Former President and Assistant Secretary, in
consideration for services rendered.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

<PAGE>

The following information table sets forth certain information regarding the
Company's common stock owned on November 1, 2002 by (1) any person (including
any "group") who is known by the Company to own beneficially more than 5% of its
outstanding Common Stock, (2) each director and executive officer, and (3) all
executive officers and directors as a group.

Name and Address(1)                         Shares Owned             Percentage

Gary Bell                                   80,000(2)                  3.4%

Keith Newton                                80,000(2)                  3.4%

C. Keith Wilkerson, II                      80,000(2)                  3.4%

Janaxral Desri                              268,000                    11.5%

Covenant Financial Corporation              80,000                     3.4%

Wilkerson Consulting                        1,337,160 (3)(4)           57.5%

Charles Wilkerson                           1,337,160 (4)              57.5%

Wickliffe Trust                             1,337,160                  57.5%

Executive Officers and Directors as         240,000                    10.3%
a group (three persons)

(1) Business  Address is 6060 North Central  Expressway,  Suite 560 #7,  Dallas,
Texas 75206,  with the  exception of Janaxral  Desri whose  business  address is
13663 Jupiter, Suite 401, Dallas, Texas 75238.

(2) Gary Bell,  Keith  Newton  and C.  Keith  Wilkerson,  II are  affiliates  of
Covenant  Financial  Corporation  due to their  positions  as  officers  of such
corporation.

(3) Wilkerson Consulting, which is owned by the Wickliffe Trust, is the majority
stockholder of Covenant Financial Corporation.

(4) Wilkerson Consulting is owned by Wickliffe Trust, of which C. Keith
Wilkerson, II, Kristin Newton, and Cara Adams serve as trustees and whereby
Charles Wilkerson and Katherine Wilkerson are the beneficiaries.

Item 12.  Certain Relationships and Related Transactions.

In March 2000, the Company acquired the assets of Ameri-First Securities, Inc.
for 75,600 shares of common stock from Jeffrey Bruteyn, the Company's former
chief executive officer.

In November, 2000, Jeffrey Bruteyn, the Company's former chief executive
officer, entered into a settlement agreement with the Company whereby Mr.
Bruteyn paid the Company $10 and returned 75,600 shares of Company common stock
to the Company for cancellation in consideration for the assets of Ameri-First
Securities.

The Company had a note payable with Wilkerson Consulting, of which Charles
Wilkerson and Katherine Wilkerson are the beneficial owners, for $1,800,000. The
note was received in settlement of amounts due Wilkerson Consulting, Inc. for
management services with the hotels as well an amount due for a finders fee for
the purchase of the hotels. The note was due on or before May 1, 2002. In
January 2001, following a 1 for 25 reverse stock split, the Company issued
1,000,000 shares to Wilkerson Consulting in consideration for settling the note
payable. Wilkerson Consulting became the majority shareholder of the Company
upon completion of this transaction.

In January 2001, Wilkerson Consulting received 257,160 shares of Company common
stock from Jeffrey Bruteyn, the Company's former chief executive officer, as
part of a settlement agreement between the parties.

<PAGE>

Hospitality Plus, a company owned by the Wickliffe Trust of which C. Keith
Wilkerson, II, Kristin Newton, and Cara Adams serve as trustees and whereby
Charles Wilkerson and Katherine Wilkerson are the beneficiaries, has provided
office space to the Company without charge.

Wilkerson Consulting is owned by Wickliffe Trust, of which C. Keith Wilkerson,
II, Kristin Newton, and Cara Adams serve as trustees and whereby Charles
Wilkerson and Katherine Wilkerson are the beneficiaries, is paying the expenses
of the Company on an as needed basis.

The officers and directors are involved in other business activities and most
likely will become involved in other business activities in the future, many of
which may involve a conflict of interest.

Item 13.  Exhibits and Reports on Form 8-K.

(a) Financial Statements and Exhibits

  Financial Statements: The following financial statements are submitted as part
  of this report:
                                                                       Page
     Report of Independent Certified Public Accountants                 F-2
     Balance Sheet - December 31, 2001                                  F-3
     Statements of Operations
       Years Ended December 31, 2001 and 2000                           F-5
     Statements of Changes in Shareholders' Equity
       Years Ended December 31, 2001 and 2000                           F-6
     Statements of Cash Flows
       Years Ended December 31, 2001 and 2000                           F-7
     Notes to Consolidated Financial Statements                         F-8

   Exhibits
     3.1(1) Articles of Amendment to the Articles of Incorporation
     10.1(1)  Exclusive Agency Agreement with Wilkerson Consulting
            10.2(1)  Hotel/Motel Management Agreement with HMGT Corporation
       103(1)  Purchase Agreement with VIPS

   (1) Previously filed as an exhibit to the Form 10-KSB filed on October 4,
2002.

   (b) Reports on Form 8-K
     On July 11, 2001, we filed a Form 8-K relating to the resignation of S.W.
Hatfield, Certified Public Accountant, as our auditor.

                                   SIGNATURES

In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 24th day of December, 2002.

Dated: December 24, 2002                     AMERI-FIRST FINANCIAL GROUP, INC.

                                             by: /s/ Gary Bell
                                                -----------------------------
                                                     Gary Bell
                                                     President and Director

Pursuant to the requirements of The Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated:

/s/Gary Bell                                                December 24, 2002
-------------
Gary Bell
President and Director,
(Principal Executive Officer)

/s/ Keith D. Newton                                         December 24, 2002
-------------------
Keith D. Newton
Secretary, Treasurer and Director

/s/ C. Keith Wilkerson, II                                  December 24, 2002

C. Keith Wilkerson, II
-----------------------
Vice President and Director

<PAGE>

INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheet of Ameri-First Financial Group,
Inc. as of December 31, 2001, and the related statements of operations,
stockholders' equity, and cash flows for each of the two years then ended. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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, 2001, and the results of its operations and its cash
flows for each of the two years then ended, 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.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com


October 28, 2002


<PAGE>
                        AMERI-FIRST FINANCIAL GROUP, INC.
                                  BALANCE SHEET
                                December 31, 2001



Assets                                                        $   -
                                                        ============



         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                         $ 20,000
                                                        ------------
    Total current liabilities                                20,000
                                                        ------------

Commitments

STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.00001 par value, 25,000,000 shares
  Authorized, 2,327,262 shares issued and outstanding            23
Additional paid in capital                               31,400,509
Accumulated deficit                                     (31,420,532)
                                                        ------------
  Total Stockholders' Equity (Deficit)                      (20,000)
                                                        ------------

                                                        ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $   -
                                                        ============


<PAGE>

                        AMERI-FIRST FINANCIAL GROUP, INC.
                            STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2001 and 2000


                                               2001               2000
                                            -------------    ----------------
Revenues                                           $   -          $4,110,871

Operating Expenses:
  Operating expenses                                   -           2,890,627
  General and administrative                       7,154           2,953,246
  Selling expenses                                     -             163,839
  Depreciation expense                                 -           2,690,655
  Loss on investments and other assets                 -           1,824,955
  Settlement expense                                   -           1,800,000
  Loss on repossessed assets                           -          13,671,831
                                            -------------    ----------------
                                                   7,154          25,995,153
                                            -------------    ----------------

Loss from operations                               (7,154)       (21,884,282)

Other income (expense):
  Other income                                         -              55,781
  Interest expense                                 (7,770)          (391,364)
  Interest income                                      -              37,422
                                            -------------    ----------------
                                                   (7,770)          (298,161)
                                            -------------    ----------------

Net loss                                        $ (14,924)      $(22,182,443)
                                            =============    ================

Net loss per share:
  Net loss basic and diluted                      $ (0.01)          $ (52.98)
                                            =============    ================

Weighted average shares outstanding:
  Basic and diluted                            2,007,870             418,726
                                            =============    ================



<PAGE>

                        AMERI-FIRST FINANCIAL GROUP, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 For the Years Ended December 31, 2001 and 2000
<TABLE>


                                                              Additional paid
                               Common stock               in capital             Accum.
                                                                                Deficit               Total
                         ---------------------------  -------------------  -------------------
                            Shares         Amount
                         --------------  -----------  -------------------  -------------------  ------------------
<S>                      <C>               <C>           <C>                  <C>                 <C>

Balances,
  December 31, 1999           188,245          $ 2           $7,589,680          $ (9,223,165)        $(1,633,483)

Issuance of common stock
  in connection with
  reverse merger                2,000            -                   50                    -                  50

Issuance of common stock
  for services                 84,306            1            1,874,760                    -           1,874,761

Issuance of common stock
  in connection with
  acquisition of assets        75,600            1              945,044                    -             945,045

Issuance of common stock
  in connection with
  acquisition of 5 hotels     180,000            2           16,457,399                    -          16,457,401

Issuance of common stock
  for payment of debt          97,360            1            1,672,829                    -           1,672,830

Issuance of common stock
  for deposits on
  property                     59,959            -            1,700,000                    -           1,700,000

Common stock received in
  connection with sale of
  assets back to former
  CEO and retired              (75,600)          (1)            (945,044)                  -             (945,045)

Expenses paid by
  Shareholders                      -            -              261,173                    -             261,173

Net loss                            -            -                    -           (22,182,443)        (23,127,488)
                         --------------  -----------  -------------------  -------------------  ------------------

Balances,
  December 31, 2000           611,870            6           29,555,891           (31,405,608)         (1,849,711)

Issuance of common stock
  for promissory note       1,000,000           10            1,837,471                    -           1,837,481

Issuance of common stock
  for services                715,393            7                7,147                    -               7,154

Net loss                            -            -                    -               (14,924)            (14,924)
                         --------------  -----------  -------------------  -------------------  ------------------

Balances,
  December 31, 2001         2,327,262         $ 23         $ 31,400,509          $(31,420,532)          $ (20,000)
                         ==============  ===========  ===================  ===================  ==================

</TABLE>

<PAGE>


                        AMERI-FIRST FINANCIAL GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2001 and 2000
<TABLE>


                                                            2001                   2000
                                                       ----------------    --------------------
<S>                                                     <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   $ (14,924)         $(22,182,443)
Adjustments to reconcile net deficit to cash
  used by operating activities:
    Depreciation and amortization                                 -             2,690,655
    Common stock issued for services                          7,154             1,874,761
    Non-cash interest expense                                  7,770                     -
    Loss on repossessed assets and investments                    -             15,496,786
    Expenses paid by shareholder                                  -               261,173
    Settlement expenses                                           -             1,800,000
Net change in:
  Prepaid assets and other                                        -                112,938
  Accounts payable and accrued expenses                           -               (149,493)
                                                      --------------    ------------------

CASH FLOWS USED IN OPERATING ACTIVITIES                           -                (95,623)
                                                      --------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of assets                                    -                 95,427
  Capital expenditures                                            -            (22,023,250)
                                                      --------------    ------------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING
  ACTIVITIES                                                      -            (21,927,823)
                                                      --------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable                                       -            22,023,250
Sale of common stock, net                                         -                     -
                                                      --------------    ------------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                       -            22,023,250
                                                      --------------    ------------------

NET INCREASE (DECREASE) IN CASH                                   -                   (196)
Cash, beg. of period                                              -                    196
                                                      --------------    ------------------
Cash, end of period                                           $   -                  $   -
                                                      ==============    ==================

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                                   -                     -
  Income taxes paid                                               -                     -

NONCASH TRANSACTIONS:
Acquisition of hotels for common stock                            -          $ 16,457,401
Acquisition of investments for common stock             $ 1,837,481               945,045
Issuance of common stock for debt                                 -             1,672,830
Loss on foreclosure of hotel properties and
  settlement of mortgage note payable to a
  financial institution                                           -            13,671,831


</TABLE>


<PAGE>

                        AMERI-FIRST FINANCIAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

Ameri-First Financial Group, Inc. ("Ameri-First") was incorporated in September
1996 in California. Ameri-First was engaged in providing private and publicly
traded companies with investment banking services until early 2000. In March
2000, Ameri-First acquired 5 hotel properties and began managing and operating
hotels. The hotels were foreclosed upon in December 2000 by a financial
institution and Ameri-First now has no operations and is seeking acquisition or
merger candidates.

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.

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. Hotel revenues are recorded in
the period in which occupancy rights are provided to guests and tenants.

Long-lived Assets

Property and equipment are stated at cost less accumulated depreciation. Major
renewals and improvements are capitalized; minor replacements, maintenance and
repairs are charged to current operations. Depreciation is computed by applying
the straight-line method over the estimated useful lives of each asset.
Ameri-First performs reviews for the impairment of long-lived assets whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.

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.
<PAGE>

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 $14,924 and $22,182,443 for the years
ended December 31, 2001 and 2000, respectively and had a capital deficit of
$20,000 at December 31, 2001. Because of these losses, Ameri-First will require
additional working capital to develop business operations.

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 - LOSS ON FORECLOSURE

In December 2000, a financial institution foreclosed upon the 5 hotel properties
that were in default. Ameri-First had failed to make the payments. In connection
with the foreclosure Ameri-First recorded a loss of $13,671,831 for the year
ended December 31, 2000. Ameri-First has no remaining assets or operations as of
December 31, 2000.

NOTE 4 - LONG-TERM DEBT

Ameri-First had a note payable to Wilkerson Consulting, Inc. for $1,800,000. The
note was unsecured and bore interest at 10%. The note was due May 1, 2002. The
note was received in settlement of amounts due Wilkerson Consulting, Inc. for
management services with the hotels as well as an amount due for a finders fee
for the purchase of the hotels. The note was payable in monthly installments of
$108,103 including accrued interest. No payments were made on this note. In
connection with the issuance of the note payable Ameri-First recorded a
settlement expense of $1,800,000 for the year ended December 31, 2000.
<PAGE>

The note payable was settled in January 2001 for the issuance of 1,000,000
shares of common stock. Prior to this issuance the Board of Directors authorized
a 1 for 25 reverse stock split in January 2001. As a result, Wilkerson
Consulting, Inc. became the majority shareholder of Ameri-First.

Ameri-First had a mortgage note payable to a financial institution that was
secured by 5 hotel properties. Ameri-First was delinquent on its payments and
the properties were foreclosed upon in December 2000. A loss of $13,671,831 was
recorded in connection with the foreclosure.


NOTE 5 - INCOME TAXES

For the period from inception through December 31, 2001, Ameri-First has
incurred net losses and, therefore, has no tax liability. The net deferred tax
asset generated by the loss carry-forward has been fully reserved. The
cumulative net operating loss carry-forward is approximately $29,620,000 at
December 31, 2001, and will expire in the years 2013 through 2021.

Deferred income taxes consist of the following at December 31,:

                                                           2001
                                                        --------------
    Long-term:
      Deferred tax assets                                 $10,071,000
      Valuation allowance                                 (10,071,000)
                                                        --------------
                                                               $   -
                                                        ==============

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.

NOTE 6 - STOCKHOLDERS EQUITY

Common Stock:

In May 2001, Ameri-First issued 715,393 shares of common stock for consulting
services valued at $7,154 or the fair value of the services provided.

In January 2001, Ameri-First issued of 1,000,000 shares of common stock in
settlement of a note payable to Wilkerson Consulting, Inc. for $1,800,000 plus
accrued interest. Prior to this issuance the Board of Directors authorized a 1
for 25 reverse stock split in January 2001. As a result, Wilkerson Consulting,
Inc. became the majority shareholder of Ameri-First.

In September 2000, Ameri-First issued 84,306 shares of common stock for
consulting services valued at $1,874,761 or the fair value of the services
provided.

In September 2000, Ameri-First issued 59,959 shares of common stock as a deposit
for 2 property acquisitions valued at $1,700,000 or the market price at the date
of the deposit. Ameri-First never closed on either of the transactions and
recorded the amount as a loss.

In September 2000, Ameri-First issued 97,360 shares of common stock for
shareholder debt including accrued interest of $1,672,830.
<PAGE>

In June 2000, Ameri-First issued 180,000 shares of common stock in connection
with the acquisition of 5 hotel. See Note 3 for more discussion on the
acquisition.

In March 2000, Ameri-First issued 50,000 shares of common stock in connection
with the reverse merger with Itronics.

In March 2000, Ameri-First acquired the assets of Ameri-First Securities, Inc.
for 75,600 shares of common stock or $945,045. In December 2000, Ameri-First
sold back the assets to Jeffrey Bruteyn, the former CEO, and received the common
stock back and subsequently retired those shares. Ameri-First recorded a loss of
$124,955 on the transaction.

NOTE 7 - 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 8 - CONSULTING AGREEMENT

Ameri-First agreed to pay Wilkerson Consulting, Inc. 2% of the purchase price of
hotel acquisitions in cash and 2% in common stock. Also, HMGT Management
Corporation would manage each property owned by Ameri-First. Ameri-First never
paid the fees due under this agreement and satisfied the obligation by issuing a
promissory note for $1,800,000, which was converted to a majority ownership in
January 2001. See Note 4.