UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
Ameri-First Financial Group, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
--------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------
3) Filing Party:
----------------------------------------------------
4) Date Filed:
------------------------------------------------------
INFORMATION STATEMENT
Ameri-First Financial Group, Inc.
211 West Wall Street
Midland, Texas 79701
Voice: (432) 682-1761
Facsimile: (432) 682-2560
This information statement is circulated to advise the stockholders of
Ameri-First Financial Group, Inc. (the "Company") of actions taken pursuant to
Delaware General Corporation Law ("DGCL") without a meeting upon the written
consent of the holders of a majority of the outstanding shares of the Voting
Capital Stock of the Company. Management is not soliciting proxies because a
sufficient number of shares have provided written consent to the actions.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
The matters upon which action is being taken are:
1. To reverse split the currently issued and outstanding common stock (the
"Common Stock") of the Company on a one (1) share for five hundred thousand
(500,000) shares basis, with fractional shares rounded up to the nearest whole
share.
Stockholders holding shares representing 78.3% of the votes entitled to be
cast at a meeting of the Company's stockholders consented in writing to the
proposed actions. The approval by the stockholders will not become effective
until 20 days from the date of mailing of this Information Statement to our
stockholders.
The Company's Board of Directors approved these actions on April 16, 2007
and recommended that the Company effect the reverse split of its currently
issued and outstanding Common Stock. The anticipated effective date will be
approximately 20 days after the mailing of this Information Statement to our
stockholders.
If the proposed actions were not adopted by written majority stockholder
consent, it would have been necessary for these actions to be considered by the
Company's stockholders at a Special Stockholder's Meeting convened for the
specific purpose of approving the actions. Pursuant to Section 228 of ("DGCL")
shareholders having not less than the minimum number of notes that would be
necessary to authorize or take such action have, by written consent, without a
meeting and without a vote, on April 16, 2007 in lieu of any meeting agreed to
the action described above.
The date on which this Information Statement was first sent to the
stockholders is on, or about May 1, 2007. The record date established by the
Company for purposes of determining the number of outstanding shares of voting
capital stock of the Company was April 9, 2007, (the "Record Date").
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 20,054,422 shares of Common Stock issued
and outstanding. The Common Stock constitutes the outstanding class of voting
securities of the Company. Each share of Common Stock entitles the holder to one
(1) vote on all matters submitted to the stockholders.
None of the persons who have been directors or officers of the Company at
any time since the beginning of the last fiscal year, nor any associate of any
such persons, has any interest in the matters to be acted upon.
No director of the Company has informed the registrant in writing that he
intends to oppose any action to be taken by the Company. No proposals have been
received from security holders.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth as of the Record Date, the name and the
number of voting shares of the Company, no par value, held of record or was
known by the Registrant to own beneficially more than 5% of the 20,054,422
voting shares issued and outstanding, and the name and shareholdings of each
officer and director individually and of all officers and directors as a group.
Except as otherwise indicated, the persons named in the table have sole voting
and dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.
Amount and Nature
Title Name and Address of of Beneficial Percentage Percent of
of Class Beneficial Owner Ownership of Class Voting Shares
-------- ---------------- --------- -------- -------------
Common Glenn A. Little (1) 15,700,000 78.3% 78.3%
211 West Wall Street
Midland, Texas 79701
Common Officers, Directors and 15,700,000 78.3% 78.3%%
Nominees as a Group:
1 person
----------
(1) Sole Officer and Director of the Company
2
NO DISSENTER'S RIGHTS
There are no dissenter's rights with respect to the action being taken.
PURPOSE AND EFFECT OF THE ACTIONS
REASONS FOR THE REVERSE SPLIT OF OUR COMMON STOCK
Our Board of Directors believes that the proposed reverse stock split will
make our capital structure more attractive to prospective business ventures in
the event we locate one or more business opportunities. Although it is generally
expected that a reverse split will result in a proportionate increase in the
market price of the split shares, because of lack of trading in our shares there
can be no assurance that our Common Stock will trade at a multiple of 500,000
times our current price, or that any price increase will be sustained. If the
market price of our stock declines after the implementation of the reverse
split, the percentage decline as an absolute number and as a percentage of our
overall market capitalization may be greater than would be the case in the
absence of the reverse split. Further, the fact that we have no revenue, and no
assets may impact our stock price and the ability to liquidate your shares.
In addition, our shares are subject to Rule 15g-1 through Rule 15g-9, of
the Securities Exchange Act of 1934 which provides, generally, that for as long
as the bid price for the shares is less than $5.00, they will be considered low
priced securities under rules promulgated under the Exchange Act. Under these
rules, broker-dealers participating in transactions in low priced securities
must first deliver a risk disclosure document which describes the risks
associated with such stocks, the broker-dealer's duties, the customer's rights
and remedies, and certain market and other information, and make a suitability
determination approving the customer for low priced stock transactions based on
the customer's financial situation, investment experience and objectives.
Broker-dealers must also disclose these restrictions in writing to the customer
and obtain specific written consent of the customer, and provide monthly account
statements to the customer. Under certain circumstances, the purchaser may enjoy
the right to rescind the transaction within a certain period of time.
Consequently, so long as the Common Stock is a designated security under the
Rule, the ability of broker-dealers to effect certain trades may be affected
adversely, thereby impeding the development of a meaningful market in the Common
Stock. The likely effect of these restrictions will be a decrease in the
willingness of broker-dealers to make a market in the stock, decreased liquidity
of the stock and increased transaction costs for sales and purchases of the
stock as compared to other securities.
Our stock is considered a penny stock. A penny stock is generally a stock
that:
- is not listed on a national securities exchange or Nasdaq,
- is listed in "pink sheets" or on the NASD OTC Bulletin Board,
- has a price per share of less than $5.00 and
- is issued by a company with net tangible assets less than $5 million.
The penny stock trading rules impose additional duties and responsibilities
upon broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including
3
- determination of the purchaser's investment suitability,
- delivery of certain information and disclosures to the purchaser, and
- receipt of a specific purchase agreement from the purchaser prior to
effecting the purchase transaction.
Many broker-dealers will not effect transactions in penny stocks, except on
an unsolicited basis, in order to avoid compliance with the penny stock trading
rules. Because our Common Stock is subject to the penny stock trading rules,
- such rules may materially limit or restrict the ability to resell our
common stock, and
- the liquidity typically associated with other publicly traded equity
securities may not exist.
The expected date of the Reverse Split is May 21, 2007
The possibility exists that the reduction in the number of outstanding
shares will adversely affect the market for our Common Stock by reducing the
relative level of liquidity. Consequently, there can be no assurance that the
reverse split will result in a proportionate increase in the value of the
shares.
Any new shares issued in connection with the reverse split will be fully
paid and non-assessable. The number of stockholders will remain unchanged as a
result of the reverse split. As a result of the 500,000 to 1 reverse stock
split, with our largest stockholder Glenn A. Little, will own a substantially
lesser percentage of the Corporation's voting securities. After the reverse
split he will beneficially control 32 of the Corporation's voting securities,
instead of 15,700,000 shares. As such, Mr. Little will not be a majority
stockholder of the Company.
As part of the reverse stock split, the par value of our common stock will
remain unchanged. While the aggregate par value of our outstanding Common Stock
will be decreased, our additional paid-in capital will be increased by a
corresponding amount. Therefore, the reverse split will not affect our total
stockholders' equity. All share and per share information will be retroactively
adjusted to reflect the reverse split for all periods presented in our future
financial reports and regulatory filings.
As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of the actions and Amendment.
Your consent to the actions and Amendment is not required and is not being
solicited in connection with this action. This Information Statement is intended
to provide our stockholders information required by the rules and regulations of
the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
By Order of the Board of Directors
/s/ Glenn A. Little
----------------------------------
Glenn A. Little, President
4