Exhibit 10
DEBT AND STOCK PURCHASE AGREEMENT
This Agreement is between Xxxxx X. Little ("Little"), Ameri-First Financial
Group, Inc. and Xxxxxxxxx Consulting, Inc. ("Xxxxxxxxx"), 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 Xxxxxxxxx, by Little
from Xxxxxxxxx, and the purchase of all of the stock in AMFG held by Xxxxxxxxx
(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 Xxxxx Xxxxxx to the Board of Directors.
Little agrees to place $60,000.00 in escrow with The Xxxx Law Firm, P.C.
("Xxxx"), Xxxxxxxxx'x 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 Xxxxxxxxx, Xxxxxxxxx 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/ Xxxxx X. Little
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XXXXX X. LITTLE
XXXXXXXXX CONSULTING, INC.,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, President
/s/ C. Xxxxx Xxxxxxxxx, XX
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C. XXXXX XXXXXXXXX, XX
An Officer of Ameri-First Financial Corporation
