UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~May 261, 2002

America First Associates corp.
(Exact name of registrant as specified in its charter)

Delaware 11-3246880 (State or other jurisdiction of incorporation or organization)

Delaware		11-3246880
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

(Commission file number)

(I.R.S. Employer Identification No.)

160 E 56th St. 6th Fl
New York, NY 10022
(Address of principal executive offices)

(212) 644-8520
(Registrant's telephone number, including area code)

N/A (Former name or former address, if changed since last report)

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On ~~February~~May 261, 2002, America First Associates ~~corp~~Corp., the "Company"), dismissed the accounting firm of ~~Lerner~~Linder & ~~Sipkin~~Linder, as the Company's independent auditor. ~~Lerner~~Linder & ~~Sipkin~~Linder reported on the Company's ~~statements~~statement of financial condition as of ~~January~~December 31, ~~2000~~2001, and the related statements of operations, stockholders' equity and cash flows for the ~~years~~year ended December 31, ~~2000~~ 2001. ~~Lerner~~Linder & ~~Sipkin~~Linder's ~~reports~~report did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the ~~above~~two ~~mentioned~~most ~~periods~~recent fiscal years and ~~through~~any ~~the~~subsequent ~~date~~interim ofperiod ~~this~~prior ~~filing~~to their dismissal, the Company had no disagreements with ~~Lerner~~Linder & ~~Sipkin~~Linder on any matter of ~~accounting~~ accounting principles or practices, financial statement disclosure, or auditing scope or procedure or any reportable event as discussed in Item 304(a)(iv) of Registration S-B.

The ~~Company~~company ~~has~~is ~~provided~~in the ~~above~~process ~~disclosure~~of tofinding ~~Lerner~~a &new ~~Sipkin,~~accountant and has ~~requested that they furnish the Company with a letter addressed to the~~not ~~Securities~~formalized ~~and~~any ~~Exchange~~agreement ~~Commission (the "Commission") stating whether they agree~~ with ~~the above statements. A copy of Lerner & Sipkin letter in response to this request is attached as~~ an ~~exhibit to this report~~accountant.

OnThe ~~February~~Company ~~26,~~has ~~2002,~~provided the ~~Company~~above ~~retained~~disclosure ~~the~~to ~~accounting firm of~~ Linder & Linder ~~as its new independent auditor to audit the Company's financial statements for the fiscal year ending December 31~~, ~~2002. Neither during the year ended December 31, 2002~~ and ~~through the date of this filing,~~has ~~nor~~requested ~~during~~that ~~the~~they ~~Company's~~furnish ~~most recent fiscal years, did~~ the Company ~~consult~~ with ~~Linder~~a &letter ~~Linder~~addressed ~~regarding~~to ~~either~~ the ~~application of accounting principles~~ toSecurities aand ~~specified~~Exchange ~~transaction,~~Commission ~~either completed or proposed, or~~ (the ~~type~~"Commission") ofstating ~~audit~~whether they ~~opinion~~agree ~~that~~with ~~might be rendered on~~ the ~~financial~~above statements ~~of the Company~~. ~~The~~ ~~Company~~A ~~has~~copy ~~provided~~of Linder & Linder ~~with~~letter ain response ~~copy~~to of this ~~report~~request ~~prior~~is toattached ~~its~~as ~~filing~~an ~~with~~exhibit ~~the~~to ~~Commission,~~this ~~and Linder & Linder agrees with the comments contained herein.~~report

The above changes were approved by the Company's board of directors on ~~February~~May 261, 2002.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

16.1 Letter from ~~Lerner~~Linder & ~~Sipkin~~ Linder, dated ~~February 26~~May 1, 2002, to the Securities and Exchange Commission.

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~~ the undersigned there unto duly authorized.

America First Associates corp.

February 26, 2002 By: /s/ Joseph Ricupero Date Joseph Ricupero, Chief Financial Officer

July 2, 2002	By: /s/ Joseph Ricupero
Date	Joseph Ricupero, Chief Financial Officer

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