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:
     February 2, 2001                                           000-28453


                                   FORM 8-K/A
                                 Amendment No. 1


                        Ameri-First Financial Group, Inc.
               --------------------------------------------------
             (exact name of registrant as specified in its charter)

       Delaware                                                     84-0849132
 ----------------------                                           -------------
(State of Incorporation)                                           (IRS ID No.)


         13663 Jupiter Road, Suite 401, Dallas, Texas             75238
         ---------------------------------------------          --------
         (Address of principal executive offices)              (Zip code)

Registrant's telephone number, including area code: 214-343-9700




Item 4. Change in Registrant's Certifying Accountant.

     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.

     Following  approval of its Board of Directors,  the Registrant engaged John
S. Osborn,  P.C.,  Certified Public  Accountants,  of Plano, Texas, to audit its
financial  statements at and for the year ended  December 31, 2000.  Neither the
Registrant  nor anyone on its behalf at any time has consulted the newly engaged
accountant  regarding:  (i)  the  application  of  accounting  principles  to  a
specified  transaction,  either completed or proposed; or (ii) the type of audit
opinion  that might be rendered on the  Registrant's  financial  statements;  or
(iii) any matter  that was either the  subject of a  disagreement  (there  being
none) or a reportable event (there being none).

     The  Registrant  has provided  S.W.  Hatfield with a copy of this Report on
Form 8-K simultaneously  with the filing hereof with the Securities and Exchange
Commission,  accompanied by a request that S.W.  Hatfield furnish the Registrant
with a letter  addressed  to the  Securities  and  Exchange  Commission  stating
whether it agrees with the foregoing  statements  made by the  Registrant.  S.W.
Hatfield's  letter will be filed by the  Registrant in an amendment to this Form
8-K.

Item 7. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits: 16. Letter of S.W. Hatfield




                                   SIGNATURES

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.


                                            By: /s/ Gary W. Bell
                                            -----------------------------------
                                            Gary W. Bell, President


DATE: July 19, 2001
Dallas, Texas