Exhibit 10

                        DEBT AND STOCK PURCHASE AGREEMENT

     This Agreement is between Glenn A. Little ("Little"), Ameri-First Financial
Group, Inc. and Wilkerson Consulting, Inc. ("Wilkerson"),  a Nevada corporation,
for the  purpose of  providing  the terms and  conditions  for the  purchase  of
$740,000.00  in  outstanding  debt against  Ameri-First  Financial  Group,  Inc.
("AMFG"),  a publicly held Delaware  corporation,  held by Wilkerson,  by Little
from  Wilkerson,  and the purchase of all of the stock in AMFG held by Wilkerson
(the "Stock"), for a cash consideration of $60,000.00 (sixty thousand dollars).

     The parties to this  Agreement  are aware that AMFG is an  illiquid  public
entity that is  delinquent  in filing  reports to the  Securities  and  Exchange
Commission. It is understood by all signing parties that the intent of Little is
to reorganize and recapitalize the company.

     Little agrees to purchase the debt and the stock referenced above,  subject
to the 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.

     Little agrees to place  $60,000.00  in escrow with The Owen Law Firm,  P.C.
("Owen"),  Wilkerson's  attorneys,  in the form of a cashier's  check,  within 5
(five) days of the full and complete  execution of this Agreement.  If the above
conditions  precedent are not completed  within 120 days from the effective date
of this  Agreement,  said  $60,000.00 will be returned to Little with no further
obligations owed by either party under this Agreement.

     It is understood and agreed that following the purchase of the debt and the
Stock referenced  herein, and following any reverse-split of the common stock of
AMFG  planned  by Little  as its  majority  shareholder,  as  consideration  for
consulting  services  to be rendered to AMFG by  Wilkerson,  Wilkerson  shall be

issued 50,000 shares of the common stock of AMFG  (restricted  under  Securities
and Exchange Commission Rule 144), Rule 144).

EXECUTED to be effective as of January 18, 2005.


/s/ Glenn A. Little
- ------------------------------------
GLENN A. LITTLE



WILKERSON CONSULTING, INC.,
a Nevada corporation


By: /s/ Charles K. Wilkerson
   ---------------------------------
   Charles K. Wilkerson, President


/s/ C. Keith Wilkerson, II
- ------------------------------------
C. KEITH WILKERSON, II
An Officer of Ameri-First Financial Corporation