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:
[ ] Preliminary Information Statement
[X] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
Ameri-First Financial Group, Inc.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
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[ ] 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.
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2) Form, Schedule or Registration Statement No.:
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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 an action to be taken
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 matter upon which action is being taken is:
1. To change of the Company's domicile from Delaware to Nevada by merging
the Company into its wholly owned subsidiary Eight Dragons Co. formed solely for
the purpose of effecting the merger. The Agreement and Plan of Merger will
provide that each outstanding share of the Company's common stock will
automatically convert into 100 Shares of Eight Dragons Co. stock without further
action on the part of the shareholders.
Stockholders holding shares representing 80.2% of the votes entitled to be
cast at a meeting of the Company's stockholders consented in writing to the
proposed action. The approval by the stockholders for the change in domicile
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 the change of domicile as noted
above on October 24, 2007. In connection with the Company's change of domicile
from Delaware to Nevada, the Company's authorized capital stock will be changed
from 25,000,000 shares of common stock par value $.00001 to 100,000,000 shares
of Common Stock par value $.001 and 50,000,000 shares of Preferred Stock par
value $.001 which Preferred Shares may be issued from time to time in such
series and designations as may be determined by the Board of Directors.
The anticipated effective date of the change in domicile 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.
The elimination of the need for a special meeting of the stockholders to
approve the actions is authorized by Section 228 of the Delaware General
Corporation Law, (the "Delaware Law"). This Section provides that action may be
taken by the written consent of the holders of outstanding shares of voting
capital stock, having not less than the minimum number of votes which would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote on a matter were present and voted. According to Section 78.320
of the Delaware Law, a majority of the outstanding shares of voting capital
stock entitled to vote on the matter is required in order to take the
contemplated action. In order to effect the change in domicile as early as
possible in order to accomplish the purposes of the Company, the Board of
Directors of the Company voted to utilize the written consent of the majority
stockholders of the Company.
The date on which this Information Statement was first sent to the
stockholders is on, or about November 12, 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 October 24, 2007, (the "Record Date").
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, and as of the date hereof there were 3,622 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 of each
shareholder and the number of voting shares of the Company, par value $.00001,
held of record or known by the Registrant to own beneficially more than 5% of
the 3,622 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
Name and Address of of Beneficial Percentage Percent of
Title of Class Beneficial Owner (1) Ownership of Class Voting Shares
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Common Glenn A. Little (2) 2,905 80.2% 80.2%
211 West Wall Street
Midland, Texas 79701
Common Officers, Directors and 2,905 80.2% 80.2%
Nominees as a Group:
1 person
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1) For purposes of this table, a beneficial owner is one who, directly or
indirectly, has or shares with others (a) the power to vote or direct the
voting of the Common Stock (b) investment power with respect to the Common
Stock which includes the power to dispose or direct the disposition of the
Common Stock.
(2) Sole Officer and Director of the Company
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NO DISSENTER'S RIGHTS
Under applicable Delaware Law, any dissenting stockholders are not entitled
to appraisal rights with respect to the reverse split, and we will not
independently provide stockholders with any such right.
REASON FOR CHANGE OF STATE OF INCORPORATION
The purpose of the change of the State of Incorporation from Delaware to
Nevada is because management believes that the corporate law of the State of
Nevada will be more beneficial to the operation of the business of the Company
and will enable the Company to more efficiently pursue its business
opportunities.
As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of the action. Your consent to
the action 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
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Glenn A. Little, President
November 12, 2007
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