CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
Date of Report
(Date of Earliest Events Reported): Commission File Number:
January 19, 2001 000-28453
FORM 8-K
Ameri-First Financial Group, Inc.
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(exact name of registrant as specified in its charter)
Delaware 84-0849132
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(State of Incorporation) (IRS ID No.)
13663 Jupiter Road, Suite 401, Dallas, Texas 75238
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 214-343-9700
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Item 1. Changes in Control of Registrant.
In consideration for releasing the Registrant from $1,800,000.00 in
debt, evidenced by a Promissory Note that was executed by the Registrant
pursuant to the terms of a Mutual Release, Compromise, and Settlement Agreement
dated November 1, 2000, Wilkerson Consulting, Inc., a Nevada corporation, was
issued 1,000,000 shares of the post reverse split common stock of the
Registrant. This stock issuance was effective as of January 20, 2001. Following
the issuance of the stock, Wilkerson Consulting, Inc. owned 59.26% (1,000,000
out of 1,687,469 shares) of the issued and outstanding stock of the Registrant.
Item 5. Ohter Events.
The holders of a majority of the issued and outstanding stock of the
Registrant voted to reverse split the common stock of the Registrant on a
1-for-25 basis. This 1-for-25 reverse split was effective as of January 19,
2001.
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Item 6. Resignations of Registrant's Directors.
Jeffrey C. Bruteyn, James N. Chatham, and Dennis W. Bowden (the entire
Board of Directors of the Registrant) have notified the Registrant of their
resignations as directors, officers, employees, and agents of the Registrant.
Prior to the resignations of Messrs. Bruteyn, Chatham, and Bowden, James Leath,
also a director of the Registrant, died as a result of an unexpected illness.
Following the resignations of Messrs. Bruteyn, Chatham, and Bowden,
pursuant to a written consent executed by stockholders of the Registrant that
represent a majority of the issued and outstanding stock of the Registrant, the
following parties were elected to serve as the Registrant's Board of Directors:
Gary W. Bell
C. Keith Wilkerson II
Keith D. Newton
Following the election of the new Board of Directors, the parties named
below were elected as the Registrant's officers:
President: Gary W. Bell
Vice President: C. Keith Wilkerson II
Secretary: Keith D. Newton
Treasurer: Keith D. Newton
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit No. Exhibit
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Exhibit 99.1 Promissory Note executed by Ameri-First Financial
Group, Inc., Ameri-First Securities, Inc.,
Ameri-First Financial Corporation, Jeffrey C.
Bruteyn, and James N. Chatham, payable to Wilkerson
Consulting, Inc., in the amount of $1,800,000.00
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Item 9. Regulation FD Disclosure
The information contained in Exhibit 99.1 is incorporated herein by
reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERI-FIRST FINANCIAL GROUP, INC.
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(Registrant)
By: /s/ Gary W. Bell
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Gary W. Bell, President
DATE: February 14, 2001
Dallas, Texas
EXHIBIT INDEX
Exhibit No. Exhibit
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Exhibit 99.1 Promissory Note executed by Ameri-First Financial
Group, Inc., Ameri-First Securities, Inc.,
Ameri-First Financial Corporation, Jeffrey C.
Bruteyn, and James N. Chatham, payable to Wilkerson
Consulting, Inc., in the amount of $1,800,000.00
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