**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

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**FORM 10-K/A**

**(Amendment No. 1)**
| **x** | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|------------|-------------------------------------------------------------------------------------------|

 

**For the fiscal year ended April 30, 2007**

**OR**
| **o** | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|------------|-----------------------------------------------------------------------------------------------|

 

**For the transition period from                      to                      **

**Commission File Number 0-26686**

**First Investors FinancialServices Group, Inc.**

(Exact Name ofRegistrant as Specified in its Charter)

| **Texas**                                                  |   | **76-0465087**       |
|------------------------------------------------------------|--------|----------------------|
| (State or Other  Jurisdiction of                           |   | (I.R.S. Employer     |
| Incorporation or  Organization)                            |   | Identification  No.) |
| ** **                                                 |   | ** **           |
| **675  Bering Drive, Suite 710**                           |   | ** **           |
| **Houston,  Texas**                                        |   | **77057**            |
| (Address of  Principal Executive Offices)                  |   | (Zip Code)           |
| ** **                                                 |   | ** **           |
| **(713)  977-2600**                                        |
| (Registrant’s  Telephone Number, Including Area Code) |

 

Securities registeredpursuant to Section 12(b) of the Act:  **NONE**

Securities registeredpursuant to Section 12(g) of the Act:
| Title of each class             | ** ** |
|---------------------------------|------------|
| Common Stock -  $.001 par value |       |

 

Indicate by check markif the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes o No x.

Indicate by check markif the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o No x.

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes x No o.

Indicate by check markif disclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statement incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler  o   Accelerated filer  o   Non-accelerated filer  x

Indicated by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act)Yes o No x.

The aggregate marketvalue of the voting stock of the registrant held by non-affiliates of theregistrant as of June 30, 2007, based on the closing price of the Common Stockon the Over The Counter Bulletin Board Market on said date, was $19,718,113.

There were 4,477,694 sharesof Common Stock of the registrant outstanding as of June 30, 2007.

**DOCUMENTSINCORPORATED BY REFERENCE**

None

 

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**EXPLANATORY NOTE**

FirstInvestors Financial Services Group, Inc. (hereinafter referred to as theCompany, we, us or our) is filing this Amendment No. 1 on Form 10-K/A(this “Amendment”) to its Annual Report on Form 10-K for the fiscal year endedApril 30, 2007, originally filed on July 24, 2007 (the “Original Report”), forthe sole purpose of including the information required by Part III of Form10-K. Accordingly, Items 10, 11, 12, 13 and 14 of Part III of our OriginalReport are replaced in their entirety with the information provided herein.This Form 10-K/A does not amend, update or change any other items or disclosurein the Original Report or reflect events that occurred after the date of theOriginal Report. Therefore, this Amendment should be read in conjunction withour Original Report and our other filings made with the United StatesSecurities and Exchange Commission (SEC) subsequent to the filing of theOriginal Report.

Wehave also included as exhibits the certifications required underSection 302 of the Sarbanes-Oxley Act of 2002. Because no financialstatements are contained within this Amendment, we are not includingcertifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**Part III**

**Item10.  DIRECTORS, EXECUTIVE OFFICERS ANDCORPORATE GOVERNANCE**

*Board of Directors*

TheCompany’s business and affairs are managed under the direction of it board ofdirectors. The Company’s articles of incorporation specify that it shall nothave less than one, nor more than twenty-five, directors.  The Company’s board currently has seven (7)members. Under the Company’s bylaws, each director holds office until the nextannual stockholders’ meeting at which such director’s successor is duly electedand qualified, or until such director’s earlier death, resignation, retirement,disqualification or removal.

Thefollowing table sets forth certain information concerning the Board ofDirectors of the Company:
| Name                        | ** ** | **Age** | ** ** | **Position**                                                  |
|-----------------------------|------------|---------|------------|---------------------------------------------------------------|
| Tommy A. Moore,  Jr.        |       | 50      |       | Chairman of the Board, President and Chief Executive  Officer |
|                        |       |    |       |                                                          |
| Roberto  Marchesini         |       | 63      |       | Director and Vice President – Portfolio Risk  Management |
|                        |       |    |       |                                                          |
| Robert L. Clarke  (1)       |       | 65      |       | Director                                                      |
|                        |       |    |       |                                                          |
| Walter A.  Stockard, Jr.    |       | 54      |       | Director                                                      |
|                        |       |    |       |                                                          |
| Seymour M.  Jacobs (1)(2)   |       | 46      |       | Director                                                      |
|                        |       |    |       |                                                          |
| John H. Buck(2)             |       | 64      |       | Director                                                      |
|                        |       |    |       |                                                          |
| Daniel M.  Theriault (1)(2) |       | 48      |       | Director                                                      |

 

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(1)       Member of the Audit Committee

(2)       Member of the Compensation Committee

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*Tommy A.Moore, Jr.*, a co-founder of the Company in 1989, has servedas its President and Chief Executive Officer and a director since thattime.  Mr. Moore was elected to theadditional position of Chairman of the Board in July 2000.  Prior to organizing the Company, Mr. Moorewas employed in commercial banking in Houston, Texas where his responsibilitiesincluded retail and commercial lending. He also served for a time as manager offinance and leasing for a Houston auto dealership.

*Dr.Roberto Marchesini* became a director in June 1995, and servedas the Treasurer, Secretary and Chief Financial Officer of the Company from itsinception in 1989 until May 1, 1996, when his duties were reduced to enable himto resume his teaching pursuits.  Heremains a director and also continues to serve the Company as its Vice President- Portfolio Risk Management.  Prior toJune 1995 and subsequent to May 1, 1996, he has also been employed as aProfessor of Finance at the University of Houston, Clear Lake, where he hastaught in the areas of finance, economics and accounting since 1974 and hasserved as the Associate Director of the University’s Center for EconomicDevelopment and Research.  Dr. Marchesiniholds a Ph.D. degree in economics conferred by the University of Texas in 1974and a degree in accounting received from the Technical Institute of Rome in1963.

*Robert L.Clarke* became a director in June 1995, and has been a partnerof the law firm of Bracewell & Giuliani LLP, Houston, Texas since1992.  From 1985 to 1992, he served asthe Comptroller of the Currency of the United States.  Mr. Clarke also serves as a director of EagleMaterials, Inc. and Stewart Information Services Corporation, both of which arepublicly-held companies.

*Walter A.Stockard, Jr.* has been a director of the Company since 1989and has been an investor in oil and gas properties and real estate for morethan the past five years.

*Seymour M. Jacobs* became a director inNovember 2000 and is the founder and General Partner of JAM Partners, L.P., ahedge fund based in New York City, and the managing member of Jacobs AssetManagement LLC, an investment management firm also located in New YorkCity.  Prior to founding these firms in1996, Mr. Jacobs worked as an investment securities analyst from 1983-1995,including  with Alex. Brown and Sons,which served as the lead underwriter of the Company’s initial public offering.

*John H. Buck* is a retired foundingpartner of the Houston law firm of Buck, Keenan and Gage and served ascorporate legal counsel to the Company from 1992 until his retirement in2001.  Mr. Buck is a graduate of Yale LawSchool and has over 31 years experience in general corporate and securities lawand commercial litigation, including transactional work in corporate financeand mergers and acquisitions.

*Daniel M. Theriault*joined the Board of Directors in April 2003. He currently serves as Managing Member of Kineo Advisors, LLC, aninvestment advisory firm which he founded in 2004.  Prior to founding Kineo Advisors, Mr.Theriault served as a Senior Portfolio Manager with John A. Levin & Co.from 1997 to 2004. Prior to joining John A. Levin & Co. in 1997, he servedas President and Chairman of the Advisory Committee for the T. Rowe PriceFinancial Services Fund from its inception in September 1996 through October1997, and served as Vice President and research analyst primarily responsiblefor analyzing the insurance and financial services industries from 1995 to1997.  Previously Mr. Theriault spentfive years as a securities analyst, four years in the insurance industry andfive years in public accounting.  Hegraduated with a B.S., cum laude from Boston College and holds designations asa Certified**Public Accountant and as a CharteredFinancial Analyst.

*Executive Management*

Other executiveofficers, who are not also directors, and who serve at the pleasure of theBoard of Directors, are:
| Name            | ** ** | **Age** | ** ** | **Position**                                                                |
|-----------------|------------|---------|------------|-----------------------------------------------------------------------------|
| Bennie H. Duck  |       | 43      |       | Executive Vice President, Secretary, Treasurer and  Chief Financial Officer |
|            |       |    |       |                                                                        |
| Blaise G. Rodon |       | 46      |       | Senior Vice President and Chief Operating Officer                           |

 

*Bennie H. Duck* joined us in May1996 as Executive Vice President, Secretary, Treasurer and Chief FinancialOfficer.  Mr. Duck was previouslyemployed for ten years by Bank of America in various capacities including asVice President of 

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CorporateFinance where his responsibilities included corporate lending and capitalmarket activities for both high yield and high grade clients.   His previous experience includes middlemarket lending, corporate finance and real estate construction and developmentfinance.

*Blaise G. Rodon* joined us February2000 as Director of Operations with primary responsibility for all loanservicing and collection activities.  Hewas promoted to his current position of Chief Operating Officer in November2005.  In his current role, he hasprimary responsibility for loan servicing and collections, direct consumerlending activities, dealer funding and credit underwriting. Prior to joiningthe Company, he was employed by General Electric Capital Corporation for 17years in a variety of collection management roles overseeing GE’s third-partycollection agencies, legal recovery units and call centers.

*Corporate Governance*

TheBoard of Directors oversees First Investors’ business and directs itsmanagement.  The Board does not involveitself with the day-to-day operations and implementation of the business.  Instead, the Board meets periodically withmanagement to review First Investors’ performance and its future businessstrategy.  Members of the Board alsoregularly consult with management to stay informed about the Company’sprogress.  A majority of the members ofthe Company’s board are “independent” as provided under NASDAQ rule4200(a)(15).  The independent directorsare John H. Buck, Robert L. Clarke, Seymour M. Jacobs and Daniel M.Theriault.  During the fiscal year endedApril 30, 2007, the Board of Directors met 5 times.  All directors attended 75 percent or more of the meetings of the Board of Directorsand of the committees of the Board on which they served during the past fiscalyear.  TheBoard of Directors has two committees: the Audit Committee and the CompensationCommittee.  The Audit Committee, whichmet 6 times during the past fiscal year, acts as a direct liaison between theBoard and the Company’s independent auditors, and its functions include the engagementof auditors, reviewing the scope and results of the annual audit and reviewing,as appropriate, our accounting policies, internal controls and financialreporting practices.  The Audit Committeeoperates under a written charter approved by the Board of Directors.  The Audit Committee is composed of threedirectors, Robert L. Clarke, Chairman, Seymour M. Jacobs and Daniel M.Theriault.   Each member of the auditcommittee  is independent as defined inNASDAQ Rule 4200(a)(15) and Rule 10A-3(6)(i) under the Securities Exchange Actand the Board of Directors has designated all three members as “financialexperts” under such rules of the Securities and Exchange Commission.

TheCompensation Committee, which met 2 times during the past fiscal year, is responsiblefor formulating recommendations to the Board concerning salaries, bonuses andother compensation arrangements for executive management and for administeringthe Employee Stock Option Plans.  TheCompensation Committee is composed of three non-employee directors, John H.Buck, Seymour M. Jacobs and  Daniel M.Theriault.   All members of theCompensation Committee are “independent” as provided under NASDAQ rule4200(a)(15).  The Board of Directors hasnot adopted a Compensation Committee charter.

Codeof Business Conduct and Ethics

FirstInvestors has adopted a Code of Business Conduct and Ethics (“Code of Conduct”),which applies to the Company’s Chief Executive Officer, Chief Financial Officerand other persons performing similar functions, as well as to the Company’sdirectors and employees.  The Code ofConduct has been previously filed as an exhibit to the Company’s Form 10-K forthe fiscal year ended April 30, 2004.  Inaddition, a copy of the Code of Conduct and any subsequent amendments and modificationsthereto has been posted on the Company’s web site at www.fifsg.com.

Nomination Process

Given the size andcomposition of the Board, the Board has elected not to have a nominatingcommittee.  In lieu of a nominatingcommittee, the Board has determined that a candidate for director  shall be made to the full Board of Directorsfor consideration and approval upon the recommendation of no less than amajority of the independent members of the Board of Directors.

TheBoard considers director candidates that are suggested by members of the boardof directors, as well as management and stockholders.  The Board may also retain a third-partysearch firm to identify candidates.  Theprocess utilized by the Board for identifying and evaluating nominees for director,including nominees recommended by stockholders, varies as circumstances warrantbut may involve (with or without the assistance of a retained search firm),compiling names of potentially eligible candidates, conducting background andreference checks, conducting interviews with the candidate and others (asschedules permit), meeting to consider and approve the final candidates and, asappropriate, preparing an analysis with regard to particular recommendedcandidates.  During the search process,the Board endeavors to 

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identify director nominees who have the highestpersonal and professional integrity, have demonstrated exceptional ability andjudgment, and, together with other director nominees and members, are expectedto serve the long term interests of our stockholders and contribute to ouroverall corporate goals.

The Board will considercandidates recommended for consideration by our stockholders, provided theinformation regarding director candidates recommended by our stockholders issubmitted to the Board in accordance with the requirements of our Bylaws andRule 14a-8 of Regulation 14A under the Securities and Exchange Act of 1934, asamended.  Director candidaterecommendation materials are required to be sent to our Secretary by writingc/o Corporate Secretary, First Investors Financial Services Group, Inc., 675Bering Drive, Suite 710, Houston, Texas 77057. There are no specific minimum qualifications that the Board requires tobe met by a director nominee , nor are there any specific qualities or skillsthat are necessary for one or more of our Directors to possess, other than asare necessary to meet any requirements under rules and regulations applicableto us.  The Board of Directors considersa potential candidate’s experience, areas of expertise, and other factorsrelative to the overall composition of the board of directors.  When considering nominating existingdirectors for re-election to the Board, the Board generally also considers thefollowing criteria: record of past attendance at board of directors andcommittee meetings; ability to contribute to a positive atmosphere in the boardroom; absence of any cause for removal; past contributions in service on theBoard; the value of maintaining continuity within the Board; and the nominees’desire and willingness to attend future board of directors and committeemeetings.

ShareholderCommunications

Shareholdercommunications intended for the board of directors or for particular directors(other than stockholder proposals submitted pursuant to Exchange ActRule 14a-8 and communications made in connection with such proposals) may besent to by writing c/o Corporate Secretary, First Investors Financial ServicesGroup, Inc., 675 Bering Drive, Suite 710, Houston, Texas 77057.  The Secretary will forward allsuch communications to the Board of Directors or to particular directors asdirected without screening such communications.

CompensationCommittee Interlocks and Insider Participation

During the 2007 fiscalyear, no executive officer of the Company served as (i) a member of thecompensation committee (or other board committee performingequivalent functions) of another entity, one of whose executive officers servedon the Compensation Committee, (ii) a director of another entity, one of whoseexecutive officers served on the Compensation Committee, or (iii) a memberof the Compensation Committee (or other board committee performing equivalentfunctions) of another entity, one of whose executive officers served as adirector of the Company.

** **Section 16(a)Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act requires the Company’sdirectors, certain officers and holders of 10% or more of any class of theCompany’s stock to report to the SEC, by a specified date, initial reports ofownership and reports of changes in ownership of the Company’s stock and otherequity securities. To our knowledge based solely on a review of copies ofreports filed under Section 16(a) furnished to us, our directors, executiveofficers and holders of 10% or more of our shares complied with theserequirements.

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**Item11.  EXECUTIVE COMPENSATION**

*Summary Compensation Table*

Thetable below sets for information regarding compensation for our named executiveofficers for fiscal year 2007:
| **Name  and  Principal  Position**                | ** ** | **Year** | ** ** | **Salary  ($)** | ** ** | **Bonus  ($)(1)** | ** ** | **Option  Awards  ($)(2)** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total  ($)** | ** ** |
|---------------------------------------------------|------------|----------|------------|-----------------|------------|-------------------|------------|----------------------------|------------|---------------------------------------|------------|----------------|------------|
| Tommy  A. Moore, Jr.*President and CEO*           |       | 2007     |       | 260,192         |       | 205,057           |       | 31,930                     |       | 8,486                                 | (3)        | 505,665        |       |
|                                              |       |     |       |            |       |              |       |                       |       |                                  |       |           |       |
| Bennie  H. Duck*Executive Vice President and CFO* |       | 2007     |       | 259,177         |       | 100,000           |       | 23,760                     |       | 9,216                                 | (4)        | 392,153        |       |
|                                              | * *   | * * | * *   | * *        | * *   | * *          | * *   | * *                   | * *   | * *                              | * *   | * *       | * *   |
| Blaise G. Rodon*Senior Vice President and COO*    |       | 2007     |       | 167,692         |       | 23,000            |       | 11,960                     |       | 2,484                                 | (5)        | 205,136        |       |

 

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(1)          Represents bonuses basedon fiscal year 2007 performance that was paid during July, 2007.  During July 2006, bonuses were paid to thenamed executive officers for fiscal year 2006 performance as follows:  Mr. Moore $233,647, Mr. Duck $100,000 and Mr.Rodon $38,400.

(2)          Represents the dollaramount recognized for financial statement reporting purposes with respect tothe 2007 fiscal year for the fair value of awards granted during the year aswell as prior fiscal years, as determined in accordance with FAS 123R. Pursuantto SEC rules, the amounts shown exclude the impact of estimated forfeituresrelated to service-based vesting conditions. Please see the discussion of theassumptions made in the valuation of these awards in [“Note 14 Summary ofSignificant Accounting Policies”] to the audited consolidated financialstatements. See the “Grants of Plan-Based Awards Table” for information onawards made in fiscal 2007. These amounts reflect our accounting expense forthese awards, and do not correspond to the actual value that will be recognizedby the named executive officers

(3)          Represents $2,861related to a 401(K) matching contribution, $225 related to Company paid lifeinsurance and $5,400 related to the personal use of a Company-owned vehicle.

(4)          Represents $3,591related to a 401(K) matching contribution, $225 related to Company paid lifeinsurance and $5,400 related to the personal use of a Company-owned vehicle.

(5)          Represents$2,331 related to a 401(K) matching contribution and $153 related to Companypaid life insurance.

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*Grants of Plan-Based Awards*

Thetable below sets forth information regarding grant of awards made to our namedexecutive officers during fiscal 2007 under compensation plans:
| ** **          | ** ** | ** ** | ** ** | ** **                                     | ** ** | ** **        | ** ** | ** **          | ** ** | **Exercise**     | ** ** | **Grant**  | ** ** |
|---------------------|------------|------------|------------|------------------------------------------------|------------|-------------------|------------|---------------------|------------|------------------|------------|------------|------------|
| ** **          | ** ** | ** ** | ** ** | ** **                                     | ** ** | ** **        | ** ** | ** **          | ** ** | **or Base** | ** ** | **Date**   | ** ** |
| ** **          | ** ** | ** ** | ** ** | **Estimated Future Payouts**         | ** ** | **Price of** | ** ** | **Fair Value** | ** ** |
| ** **          | ** ** | ** ** | ** ** | **Under Equity Incentive Plan** | ** ** | **Option**        | ** ** | **of**              | ** ** |
| ** **          | ** ** | ** ** | ** ** | **Awards**                                     | ** ** | **Awards**        | ** ** | **Option**          | ** ** |
| ** **          | ** ** | **Grant**  | ** ** | **Threshold**                                  | ** ** | **Target**        | ** ** | **Maximum**         | ** ** | **($/Sh)**       | ** ** | **Awards** | ** ** |
| **Name**            | ** ** | **Date**   | ** ** | **(#)**                                        | ** ** | **(#)(1)**        | ** ** | **(#)**             | ** ** | **(2)**          | ** ** | **(3)**    | ** ** |
| Tommy A. Moore, Jr. |       | 7/15/2006  |       | N/A                                            |       | 25,000            |       | N/A                 |       | $                | 8.05       |       | $          | 78,000 |   |
| Bennie H. Duck      |       | 7/15/2006  |       | N/A                                            |       | 20,000            |       | N/A                 |       | $                | 8.05       |       | $          | 62,400 |   |
| Blaise G. Rodon     |       | 7/15/2006  |       | N/A                                            |       | 10,000            |       | N/A                 |       | $                | 8.05       |       | $          | 31,200 |   |

 

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(1)            Represents sharesunderlying options granted under the Company’s 2005 Employee Stock Option Plan.The options vest in five equal installments on each anniversary of the date ofgrant, in each case provided that the recipient has been continuously employedat such date.

(2)            The exercise price ofthe award is equal to the closing market price of the Company’s common stock onthe date of grant.

(3)            Representsthe full grant date fair value determined in accordance with FAS 123R. Pleasesee the discussion of the assumptions made in the valuation of these awards in “Note14 Shareholder’s Equity to the audited consolidated financial statements.Generally, the full grant date fair value is the amount expensed by the Companyin its financial statements over the award’s vesting schedule. These amountsreflect the Company’s accounting expense, and do not correspond to the actualvalue that will be recognized by the named executive officers.

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*Outstanding Equity Awards at Fiscal Year-End*

The table below summarizes the number of securitiesunderlying outstanding plan awards for each named executive officer as of April30, 2007:
|                     | ** ** | **Option Awards**                                                             | ** ** |
|---------------------|------------|------------------------------------------------------------------------------------|------------|
| **Name**            | ** ** | **Number of  Securities  Underlying  Unexercised  Options  (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Unexercised  Options  (#)  Unexercisable** | ** ** | **Option  Exercise  Price  ($)** | ** ** | **Option  Expiration  Date** | ** ** |
| Tommy A. Moore, Jr. |       | 12,000                                                                             |       | 3,000 |   | $ | 2.95 |   | 9/11/2012 |   |
|                     |       | 9,000                                                                              |       | 6,000 |   | $ | 4.70 |   | 9/10/2013 |   |
|                     |       | 6,000                                                                              |       | 9,000 |   | $ | 4.99 |   | 7/15/2014 |   |
|                     |       | 5,000                                                                              |       | 20,000 |   | $ | 4.81 |   | 9/8/2015 |   |
|                     |       | —                                                                             |       | 25,000 |   | $ | 8.05 |   | 7/17/2016 |   |
|                |       |                                                                               |       |   |   |   |   |   |   |
| Bennie H. Duck      |       | 20,000                                                                             |       | — |   | $ | 7.38 |   | 7/15/2007 |   |
|                     |       | 20,000                                                                             |       | — |   | $ | 4.75 |   | 8/2/2010 |   |
|                     |       | 10,000                                                                             |       | — |   | $ | 4.00 |   | 4/5/2011 |   |
|                     |       | 8,000                                                                              |       | 2,000 |   | $ | 2.95 |   | 9/11/2012 |   |
|                     |       | 6,000                                                                              |       | 4,000 |   | $ | 4.70 |   | 9/10/2013 |   |
|                     |       | 4,000                                                                              |       | 6,000 |   | $ | 4.99 |   | 7/15/2014 |   |
|                     |       | 4,000                                                                              |       | 16,000 |   | $ | 4.81 |   | 9/8/2015 |   |
|                     |       | —                                                                             |       | 20,000 |   | $ | 8.05 |   | 7/17/2016 |   |
|                |       |                                                                               |       |   |   |   |   |   |   |
| Blaise G. Rodon     |       | 5,000                                                                              |       | — |   | $ | 5.25 |   | 3/31/2010 |   |
|                     |       | 2,500                                                                              |       | — |   | $ | 4.75 |   | 8/2/2010 |   |
|                     |       | 5,000                                                                              |       | — |   | $ | 4.00 |   | 4/5/2011 |   |
|                     |       | 2,000                                                                              |       | 500 |   | $ | 2.95 |   | 9/11/2012 |   |
|                     |       | 1,500                                                                              |       | 1,000 |   | $ | 4.70 |   | 9/10/2013 |   |
|                     |       | 4,000                                                                              |       | 6,000 |   | $ | 4.99 |   | 7/15/2014 |   |
|                     |       | 2,000                                                                              |       | 8,000 |   | $ | 4.81 |   | 9/8/2015 |   |
|                     |       | —                                                                             |       | 10,000 |   | $ | 8.05 |   | 7/17/2006 |   |

 

*Compensation Discussion and Analysis*

The Company’s objectives for executive compensationare to establish compensation:

·                                          thatis sufficient in total amount to provide reasonable assurance of retaining keyexecutives,

·                                          includesa significant component contingent on meeting designated Company objectives,and

·                                          includesa significant component tied to the appreciation in the price of the Company’scommon stock.

The compensation committee (“Committee”) of theCompany’s Board of Directors is charged with developing and administeringcompensation plans to meet our compensation objectives.  The Committee is comprised of three memberseach of whom is independent.

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In Fiscal Year 2007, the Committee determined that acombination of base salary, annual cash performance-based bonus awards andincentive stock option awards were the most effective methods to accomplishthese objectives.  To the extent thatelements of compensation would not advance such objectives, or would do so lesseffectively than would other elements, the Committee seeks to avoid payingcompensation in those forms.

In exercising its discretion as to the level ofexecutive compensation and its components, the Committee considers a number offactors.  Members of the Committeeconduct informal surveys of compensation paid to comparable executives withinthe consumer finance industry and utilize three auto finance companies ofsomewhat comparable size in terms of revenue and total assets for comparisonpurposes, though the Committee takes into account that the Company is one ofthe smallest firms in its industry making peer group analysis difficult.   Nonetheless, the Committee finds this datauseful in evaluating the overall level of compensation paid or to be paid tothe Company’s executive officers.  Inaddition, the Committee also considers whether the Company achieved itsfinancial goals for the year, including actual net income relative to budget,originations and portfolio growth rates, portfolio delinquency and netcharge-off rates, completed acquisitions or other strategic alliances and thesuccessful completion of other strategic initiatives.  To the extent that net income falls belowexpectations, the Committee also considers the factors affecting thisperformance and individual performance relative to key objectives.

The Committee considers an executive’s base salary tobe the most critical component in retaining executives.  The Committee reviews executive base salariesannually.   The principal factors thatinfluence the amount of base salary are (i) the performance of the executive during the most recent fiscal yearrelated to the Company’s operating budget which is approved by the Board ofDirectors, accomplishment of other operating objectives including maintainingacceptable asset quality performance and the successful completion of otherinitiatives including acquisitions and joint ventures; and, (ii) the executive’ssalary level relative to those paid to comparable executives within theconsumer finance industry. For the preceding three years, the named executiveofficers have received annual base salary increases of 3% to 12% over prioryear salary.

Applying the above principles, the Committee in July2007 approved an annual salary $272,950 for the chief executive officer,$270,375 for the chief financial officer and $180,000 for the chief operatingofficer representing increases of 3.0%, 3.0% and 5.9% of their previous base salary,respectively.

To encourage executive officers and key managementpersonnel to exercise their best efforts and management skills toward achievingdesignated specific objectives, the Company has implemented an annual cashbonus plan which varies for each of the named executives.  Estimated annual bonus payments are accruedduring the fiscal year and typically paid in July following the completion ofthe annual financial audit.

Pursuant to the terms the chief executive officer’semployment agreement, he is entitled to an annual bonus equal to 5% ofconsolidated net income before provision for income tax reflected in theaudited financial statements for the fiscal year.  The Committee believes that awarding a performancebonus to the chief executive officer based on a fixed percentage of net incomeprovides incentive for the executive to maximize net income achieved by theCompany during any fiscal year and to position the Company to achievesustainable earnings growth over longer periods of time.  Further, the performance bonus, in periodswhen the Company achieves its financial goals, provides a level of compensationwhich, when combined with base salary, is more comparable to executives withsimilar duties within the consumer finance industry.

For the chief financial officer, the Committeeestablishes a bonus range in July of each year which is applicable to the thencurrent fiscal year.  The bonus range isbased on several factors, including (i) the annual budget goals of the Company;(ii) other performance goals applicable to the chief financial officer asestablished by the chief executive officer or as related to the company’soperating plan; and (iii) an amount that when combined with base salaryprovides a level of compensation that is comparable to executives with similarduties within the consumer finance industry. For 2007, the chief financialofficer was eligible to receive  a cashbonus of between $100,000 and $150,000 based on performance during the 2007 fiscalyear.  In determining the actual amount,the Committee primarily considers the actual net income of the Company inrelation to its annual budget goal.

The chief operating officer participates in an annualbonus plan established for the chief operating officer and other officers ofthe Company who are not named executive officers.  This plan is approved by the Committee basedon recommendations by the chief executive officer.  Under the bonus plan in effect for fiscal2007, the chief operating officer was eligible to receive a cash bonus ofbetween 10% and 24% of his annual salary. Factors used in determining the amount of bonus are whether theexecutive and his departments have met individual objectives established by thechief executive 

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officer,whether the Company as a whole has met or exceeded budget targets, whethercertain objectives for the individual and for the management group as a wholehave been met, and a subjective evaluation of the officer’s performance.  Of these factors, the Company’s financialperformance relative to the budget target for the year is the most heavilyweighted factor.

Applying the above principles, in July 2007 theCommittee approved bonus compensation of $205,057 to the chief executiveofficer, $100,000 to the chief financial officer and $23,000 to the chiefoperating officer representing 77%, 38% and 14% of their base salary,respectively for the fiscal year ended April 30, 2007.   For performance during the fiscal year endedApril 30, 2006, the executives received performance bonuses in July 2006  which totaled $233,647 for the chiefexecutive officer, $100,000 for the chief financial officer and $38,400 for thechief operating officer.

The Committee has from time to time consideredproviding additional elements of executive compensation.  It has considered elements such as restrictedstock awards, compensation contingent on a change in control and deferred cashcompensation.  To date, the Committee haselected not to pay compensation in such forms, having determined that theCompany’s objectives are better met by one or more of the elements ofcompensation that it does pay.  Regardingrestricted stock units, the Committee has noted that any form of equityequivalent to or closely tied to common stock does serve to meet the objectiveof aligning officers’ personal interest with that of the shareholdersgenerally.  The Committee believes,however, that the objective is better met by grants of stock options than bygrants of share equivalents, because recipients of the grants will face thesame degree of variance in results at a lesser cost to the Company, when optiongrants are compared to grants of restricted stock units.

The Committee grants incentive stock option awardsunder the Company’s 2005 Employee Stock Option Plan.  Such grants are designed to assist in theretention of key executives and management personnel and to create an incentiveto create shareholder value over a sustained period of time.   The Company believes that stock options area valuable tool in compensating and retaining employees in that the stockoptions carry exercise prices equal to the current market price of the Company’sstock on the date of the grant and vest in equal increments over five yearswhich provides for both a retention component as well as an incentive toimprove the underlying price of the Company’s common stock.  In July 2006, the Committee granted stockoptions to the Company’s executive officers covering 25,000, 20,000 and 10,000shares to the chief executive officer, chief financial officer and chiefoperating officer, respectively. Subsequent to the 2007 fiscal year, the Committee granted, in July 2007,stock options of covering 20,000, 15,000 and 10,000 shares to the chiefexecutive officer, chief financial officer and chief operating officer,respectively.    All grants carryexercise prices equal to the market price for the Company’s common stock at thedate of grant and vest in annual increments over a five year period and expire10 years from issuance.   The numbers ofshares made subject to each of the option grants were based on various factorsrelating to the responsibilities of the individual officers, the extent ofprevious grants to such individuals and taking into account informed marketdata on compensation of executives at other consumer finance companies.

Because the exercise price of all options granted isequal to or above the fair market value of the Company’s common stock on thedate of grant, the option holders may realize value only if the stock priceappreciates from the price on the date the options were granted.  This design is intended to focus executiveson the enhancement of shareholder value over the long term.

In addition to the compensation components notedabove, the Company also maintains certain broad-based employee benefit plans,such as medical and dental insurance, and a qualified defined contributionretirement savings plan (401(k) plan) and a group life insurance plan in whichthe Company pays the premium for each employees’ group life policy up to an adeath benefit equal to the employees annual salary up to a maximum of$250,000.  Executive officers arepermitted to participate in these plans on the same terms as non-executivepersonnel who meet applicable eligibility criteria, and are subject to anylegal limitations on the amounts that may be contributed or the benefits thatmay be payable under the plans.  TheCompany does not maintain any form of defined benefit pension or retirementplan in which executive officers participate, nor does it maintain any form ofsupplemental retirement savings or supplemental deferred compensationplan.  In addition, the chief executiveofficer and chief financial officer are provided with a Company owned or leasedvehicle for personal use.

On March 12, 2007, the Committee authorized theCompany to enter into employment agreements with its chief executive officerand chief financial officer.  Theseagreements are in recognition of the critical role each executive performs withrespect to the Company’s operations and relationships with investors, lendersand other parties providing financing to support the Company’s operations.   Further, the Committee believes that theseagreements assist in the retention of these executives, a principal objectiveof the Company’s compensation policies.

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The employment agreement between the Company and TommyA. Moore, Jr., the chief executive officer, provides for an employment termthrough March 12, 2010.  The employmentterm renews automatically annually for additional one-year terms unless eitherparty gives six months prior written notice to the other party that the termshall cease to be extended.  Theemployment agreement provides for a base salary of $265,000 per year, beginningMarch 12, 2007.  Mr. Moore’s base salarymay be increased from time to time at the discretion of the Committee.  Mr. Moore is also entitled to receive anannual bonus equal to 5% of the Company’s annual consolidated pre-tax income.

In the event the chief executive officer is terminatedby the Company without cause at a time other than within a two-year periodafter the occurrence of a change of control or if he terminates his employmentwith us for good reason at a time other than within a two-year period after theoccurrence of a change of control, (a) he is entitled to receive a severancepayment equal to the amount of the highest total compensation (including basesalary and bonus) paid to him in any calendar year during Mr. Moore’semployment with the Company, (b) the Company is required to continue tomaintain and pay the premiums for Mr. Moore’s and his family’s medical anddental benefits for a period of one year after termination, (c) all stockoptions and other incentive awards held by Mr. Moore will become fully vestedand immediately exercisable and all restrictions on any restricted stock heldby Mr. Moore will be removed, and (d) the Company will convey to Mr. Mooreunencumbered title to the Company-owned vehicle provided to him.  In addition, the Company will be required topay Mr. Moore an additional amount to cover certain tax liabilities incurred byMr. Moore in connection with the benefits or payments made pursuant tosubsections (b) and (d) above.  TheCompany will also be required to make a gross-up payment to Mr. Moore equal tothe amount of any excise tax imposed on him pursuant to Section 409A of theInternal Revenue Code.  As of August2007, the severance amount payable to Mr. Moore in connection with atermination pursuant to subsection (a) above would be $498,647 excluding any amountspayable pursuant to subjection (b), (c) and (d).

In the event Mr. Moore is terminated without causewithin a two-year period after the occurrence of a change of control or if Mr.Moore terminates his employment for good reason within a two-year period afterthe occurrence of a change of control, (a) Mr. Moore is entitled to receive aseverance payment equal to two times the amount of the highest totalcompensation (including base salary and bonus) paid to Mr. Moore in anycalendar year during Mr. Moore’s employment with the Company, (b) the Companyis required to continue to maintain and pay the premiums for Mr. Moore’s andhis family’s medical and dental benefits for a period of two years aftertermination, (c) all stock options and other incentive awards held by Mr. Moorewill become fully vested and immediately exercisable and all restrictions onany restricted stock held by Mr. Moore will be removed, and (d) the Companywill convey to Mr. Moore unencumbered title to our vehicle provided tohim.   In addition, the Company will berequired to pay Mr. Moore an additional amount to cover certain tax liabilitiesincurred by Mr. Moore in connection with the benefits or payments made pursuantto subsections (b) and (d) above.  TheCompany will also be required to make a gross-up payment to Mr. Moore equal tothe amount of any excise tax imposed on him pursuant to Section 409A of theInternal Revenue Code.  As of August2007, the severance amount payable to Mr. Moore in connection with atermination pursuant to subsection (a) above would be $997,294 excluding anyamounts payable pursuant to subsection (b) and (d).

The employment agreement between the Company andBennie H. Duck, the chief financial officer, provides for an employment termthrough March 12, 2010.  The employmentterm renews automatically annually for additional one-year terms unless eitherparty gives six months prior written notice to the other party that the termshall cease to be extended.  Theemployment agreement provides for a base salary of $262,500 per year, beginningMarch 12, 2007.  Mr. Duck’s base salarymay be increased from time to time at the discretion of the Committee.  Mr. Duck is also eligible to receive one ormore incentive compensation bonuses determined by the Compensation Committeebased on performance criteria adopted by the Compensation Committee, includinga bonus for the 2007 fiscal year of between $100,000 and $150,000.

In the event the chief financial officer is terminatedby the Company without cause  or if heterminates his employment with us for good reason , (a) he is entitled toreceive a severance payment equal to the amount of the highest totalcompensation (including base salary and bonus) paid to him in any calendar yearduring Mr. Duck’s employment with the Company, (b) the Company is required tocontinue to maintain and pay the premiums for Mr. Duck’s and his family’smedical and dental benefits for a period of one year after termination, (c) allstock options and other incentive awards held by Mr. Duck will become fullyvested and immediately exercisable and all restrictions on any restricted stockheld by Mr. Duck will be removed, and (d) the Company will convey to Mr. Duckunencumbered title to the Company-owned vehicle provided to him.  In addition, the Company will be required topay Mr. Duck an additional amount to cover certain tax liabilities incurred byMr. Duck in connection with the benefits or payments made pursuant tosubsections (b) and (d) above.  TheCompany will also be required to make a gross-up payment to Mr. Duck equal tothe amount of any excise tax imposed on him pursuant to Section 409A of theInternal Revenue Code.  As of August2007, the severance amount payable to Mr. Duck in connection with a terminationpursuant to subsection (a) above would be $362,500 excluding any amountspayable pursuant to section (b) and (d).

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**CompensationCommittee Report**

The Compensation Committee has reviewed and discussedwith Company management the Compensation Discussion and Analysis contained inthis report.  Based on such review anddiscussions and relying thereon, we have recommended to the Company’s Board ofDirectors that the Compensation Discussion and Analysis set forth above beincluded in this Form 10-K/A for the year ended April 30, 2007.

THE COMPENSATIONCOMMITTEE

John H. Buck (Chairman)

Seymour M. Jacobs

Daniel Theriault

*Director Compensation*

Thetable below sets forth certain information concerning the compensation earnedin fiscal 2007 by our directors for service on our board of directors duringfiscal 2007.
| **Name**               | ** ** | **Fees Earned  or Paid in Cash  ($)** | ** ** | **Stock  Awards  ($)(1)** | ** ** | **Option  Awards  ($)** | ** ** | **Total  ($)(2)** | ** ** |
|------------------------|------------|-----------------------------------------------------------|------------|---------------------------|------------|-------------------------|------------|-------------------|------------|
|                   |       |                                                      |       |                      |       |                    |       |              |       |
| John H. Buck           |       | 1,000                                                     |       | N/A                       |       | 36,546                  |       | 37,546            |       |
| Robert L. Clarke       |       | 1,000                                                     |       | N/A                       |       | 36,546                  |       | 37,546            |       |
| Seymour M.  Jacobs     |       | 1,000                                                     |       | N/A                       |       | 36,546                  |       | 37,546            |       |
| W.A. Stockard,  Jr.    |       | 1,000                                                     |       | N/A                       |       | 36,546                  |       | 37,546            |       |
| Daniel M.  Theriault   |       | 1,000                                                     |       | N/A                       |       | 36,546                  |       | 37,546            |       |
| Roberto Marchesini (3) |       | 0                                                         |       | N/A                       |       | 10,640                  |       | 10,640            |       |

 

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(1)          Represents the dollaramount recognized for financial statement reporting purposes with respect tothe 2007 fiscal year for the fair value of awards granted in 2007 as well asprior fiscal years, as determined in accordance with FAS 123R. Pursuant to SECrules, the amounts shown exclude the impact of estimated forfeitures related toservice-based vesting conditions. Please see the discussion of the assumptionsmade in the valuation of these awards in “Note 14 Shareholder’s Equity” to theaudited consolidated financial statements. These amounts reflect the Company’saccounting expense for these awards, and do not correspond to the actual value thatwill be recognized by our directors.

(2)          Represents the numericalsum of the dollar amounts reflected in each other column for each director.

(3)          Inaddition, Dr. Marchesini received $60,000 in cash compensation related to hisposition as Vice President-Risk Management with the Company.

Prior to July ofthe 2007 fiscal year, we paid a monthly fee in the amount of $500 to eachdirector who is not one of our officers or employees, and reimbursed theirout-of-pocket expenses incurred in connection with their services as such,including travel expenses.  In addition,each director who is not an employee of the Company is awarded, on July 15th of each year, stock options representing theright to purchase 20,000 shares of common stock of the Company.  Directors who are not employees of theCompany are also be eligible for additional option grants in the event we meetcertain pre-determined profitability goals for the fiscal year.  Effective July 10, 2006, the Board of Directorsapproved a modified compensation plan for non-employee directors to eliminatethe $500 monthly fee and increase the number of shares underlying option grantby 8,000, to a total of 28,000 for the 2007 fiscal year.  The additional option grant was calculatedbased on an increase in cash compensation from $6,000 per year to $12,000 peryear, translated into an equivalent number of stock options based on the

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most recentlyavailable estimate of the fair value of the stock option. In conjunction withthe modification to board compensation, the board approved an amendment to the2002 Non-Employee Director Stock Option Plan to increase the shares availablehereunder from 500,000 shares to a total of 900,000 shares. The first optionawarded under the new compensation plan was on July 15, 2006 at which time thenon-employee directors were awarded 28,000 options at an exercise price of$8.05 per share.  The total awardrepresents the 20,000 options issued under previous compensation arrangementsand the additional options issued in lieu of cash compensation.  The fair value of the options may be reviewedannually to determine the option equivalent award.

InAugust 1995, when Robert L. Clarke joined the Board of Directors, he wasgranted a non-transferable option to purchase up to 20,000 shares of commonstock, in recognition of the fact that he was the only member of the Board whowas neither one of our executive officers nor a substantial shareholder.  The option is exercisable in whole at anytime or in part from time to time at an exercise price of $11.00 pershare.  On August 2, 2000, in recognitionof Mr. Clarke’s service as a board member, the Board of Directors granted Mr.Clarke a non-transferable option to purchase up to 50,000 shares of commonstock, which is exercisable in whole at any time or in part from time to timeat an exercise price of $4.75 per share. Both options will terminate one year after Mr. Clarke ceases to be amember of the Board of Directors, except that in the event of Mr. Clarke’sdeath while serving as a director the options would be exercisable by his heirsor representatives of his estate for a period of two years after the date ofhis death.  In connection with theadoption by shareholders of the 2002 Non-Employee Director Stock Option Plan,the 50,000 options awarded in 2000 to Mr. Clarke were cancelled and reissued,under identical terms, as an award under the plan.

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**Item12.  SECURITY OWERNSHIP OF CERTAINBENEFICIAL HOLDERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

Thefollowing table sets forth certain information as of April 30, 2007 withrespect to compensation plans (including individual compensation arrangements)under which the Company’s equity securities are authorized for issuance:
| Plan category                                                | ** ** | **Number of  Securities to be  Issued Upon  Exercise of  Outstanding  Options, Warrants  and Rights** | ** ** | **Weighted-Average Exercise  Price of Outstanding  Options, Warrants and  Rights** | ** ** | **Number of Securities  Remaining Available  for Future Issuance  under Equity  Compensation Plans  (excluding securities  reflected in column(a)** | ** ** |
|-------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                              |       |                                                                                                                                     |       |                                                                                                        |       |                                                                                                                                                                                                  |       |
| Equity  compensation Plans approved by security holders (1)(2)    |       | 913,999                                                                                                                                  |       | $                                                                                                           | 4.87       |                                                                                                                                                                                                  | 135,000    |   |
|                                                              |       |                                                                                                                                     |       |                                                                                                        |       |                                                                                                                                                                                                  |       |
| Equity  compensation Plans not approved by security holders(3)(4) |       | 353,987                                                                                                                                  |       | $                                                                                                           | 5.81       |                                                                                                                                                                                                  | 270,000    |   |
|                                                              |       |                                                                                                                                     |       |                                                                                                        |       |                                                                                                                                                                                                  |       |
| Article I Total                                                   |       | 1,267,986                                                                                                                                |       | $                                                                                                           | 5.40       |                                                                                                                                                                                                  | 405,000    |   |

 

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(1)          Doesnot include options to purchase 87,500 shares at an exercise price of $7.10 pershare issued on July 12, 2007 under the 2005 Employee Stock Option Plan.

(2)          Includes439,999 options issued and outstanding under the 2002 Non-Employee DirectorStock Option Plan approved by security holders.

(3)          Includes130,000 options issued in 2006 and 2007 under the 2002 Non-Employee DirectorStock Option Plan as amended in July 2006 to increase the number of optionsavailable under the Plan from 500,000 to 900,000 without approval from securityholders.

(4)          Includes options topurchase 20,000 shares at an exercise price of $11.00 granted to Robert L.Clarke upon his election to the Board of Directors in 1995.  Also includes warrants to purchase commonstock issued to certain lenders in 2000 with a weighted average exercise priceof $3.43 per share.

The following table sets forth certaininformation regarding beneficial ownership of our common stock as of August 17,2007, by: (i) each person who is known by us to own beneficially more than 5%of the issued and outstanding shares of common stock, (ii) each director, and(iii) each named executive officer. Unless otherwise indicated, each of the persons has sole voting anddispositive power over the shares of common stock shown as beneficially ownedby such person.
| Name and Address                                         | ** ** | **Position  With Company**                                | ** ** | **Amount and  Nature of  Beneficial  Ownership** | ** ** | **Percent of  Class** | ** ** |
|--------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|------------------------------------------------------------|------------|----------------------------|------------|
| Tommy A. Moore,  Jr.  675 Bering, Suite 710  Houston, Texas 77057  |       | Chairman of the Board,  President  and Chief Executive Officer |       | 451,000                                                    | (1)        | 10.0                       | %          |
|                                                               |       |                                                           |       |                                                       |       |                       |       |
| Bennie H. Duck  675 Bering, Suite 710  Houston, Texas 77057        |       | Executive Vice  President and  Chief Financial Officer         |       | 66,000                                                     | (2)        | 1.5                        | %          |
|                                                               |       |                                                           |       |                                                       |       |                       |       |
| Blaise G. Rodon  675 Bering Drive, Suite 710  Houston, Texas 77057 |       | Senior Vice President  and  Chief Operating Officer            |       | 36,700                                                     | (3)        |                       | *          |

 

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| Walter A. Stockard, Jr.  2001 Kirby, Suite 901  Houston, Texas 77019                          |   | Director                                                      |   | 442,668   | (4)    | 9.7    | %      |
|-----------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------|--------|-----------|--------|--------|--------|
|                                                                                          |   |                                                          |   |      |   |   |   |
| Roberto Marchesini  675 Bering, Suite 710  Houston, Texas 77057                               |   | Director and  Vice President – Portfolio Risk Management |   | 34,000    | (5)    |   | *      |
|                                                                                          |   |                                                          |   |      |   |   |   |
| Robert L. Clarke  711 Louisiana, Suite 2900  Houston, Texas 77002                             |   | Director                                                      |   | 152,668   | (6)    | 3.3    | %      |
|                                                                                          |   |                                                          |   |      |   |   |   |
| Seymour M. Jacobs  One Fifth Avenue  New York, New York 10003                                 |   | Director                                                      |   | 676,469   | (7)    | 15.0   | %      |
|                                                                                          |   |                                                          |   |      |   |   |   |
| John H. Buck  5100 Bank of America Center  700 Louisiana  Houston, Texas 77002                |   | Director                                                      |   | 82,668    | (8)    | 1.8    | %      |
|                                                                                          |   |                                                          |   |      |   |   |   |
| Daniel M. Theriault  One Rockefeller Plaza, 19th Floor  New York, New York 10020         |   | Director                                                      |   | 346,568   | (9)    | 7.6    | %      |
|                                                                                          |   |                                                          |   |      |   |   |   |
| JAM Partners, LP  One Fifth Avenue  New York, New York 10003                                  |   |                                                          |   | 548,000   | (10)   | 10.8   | %      |
|                                                                                          |   |                                                          |   |      |   |   |   |
| Dimensional Fund Advisors  1299 Ocean Avenue, 11th Floor  Santa Monica, California 90401 |   |                                                          |   | 388,500   |   | 7.7    | %      |
|                                                                                          |   |                                                          |   |      |   |   |   |
| Kristene S. Moore  P.O. Box 460445  Houston, Texas 77056                                      |   |                                                          |   | 400,000   |   | 7.9    | %      |
|                                                                                          |   |                                                          |   |      |   |   |   |
| Hot Creek Ventures I, LP  P.O. Box 3178  Gardnerville, Nevada                                 |   |                                                          |   | 520,521   |   | 10.3   | %      |
|                                                                                          |   |                                                          |   |      |   |   |   |
| All executive  officers and directors  as a group (8 persons)                                 |   |                                                          |   | 2,285,741 | (11)   | 45.2   | %      |

 

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*                           Lessthan 1% of the Common Stock outstanding.

(1)                    Reflects400,000 shares held by Mr. Moore and 51,000 shares representing the portion ofstock options held by Mr. Moore exercisable within 60 days .

(2)                    Reflects theportion of stock options held by Mr. Duck exercisable within 60 days.

(3)                    Reflects 7,700shares held by Mr. Rodon and 29,000 representing the portion of stock optionsheld by Mr. Rodon exercisable within 60 days.

(4)                    Consists of360,000 shares held by Mr. Stockard as custodian for two minor children, as towhich he disclaims beneficial ownership; and 60,000 shares representing theportion of stock options held by Mr. Stockard exercisable within 60 days.

(5)                    Reflects theportion of stock options held by Dr. Marchesini exercisable within 60 days.

(6)                    Reflects theportion of stock options held by Mr. Clarke exercisable within 60 days.

(7)                    Includes533,000 shares held by JAM Partners, LP, 15,000 shares held by JAM SpecialOpportunities Fund, 105,001 shares held by Mr. Jacobs individually, 800 sharesheld by other affiliated individuals or entities as to which Mr. Jacobs may bedeemed to be a beneficial holder and 22,668 shares representing the portion ofstock options held by 

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Mr. Jacobsexercisable within 60 days.

(8)                    Reflectsthe portion of stock options held by Mr. Buck exercisable within 60 days.

(9)                    Reflects50,000 shares held by Mr. Theriault individually and 62,668 shares representingthe portion of stock options held by Mr. Theriault exercisable within 60days.  Also includes 205,800 shares heldby Palladium Partners LP, and 28,100 shares held by Palladium Offshore,Ltd.  With respect to the PalladiumPartners LP shares, Mr. Theriault is the managing member of the general partnerof Palladium Partners LP and serves as managing member and the portfoliomanager of the investment advisor to Palladium Partners LP.  With respect to the Palladium Offshore, Ltd.shares, Mr. Theriault is the managing member of the controlling shareholder ofPalladium Offshore, Ltd. and serves as a portfolio manager for the investmentadvisor to Palladium Offshore, Ltd.

(10)              Includes 580,340shares issuable upon the exercise of stock options exercisable within 60 days.

**Item13.  CERTAIN RELATIONSHIPS AND RELATEDPARTY TRANSACTIONS**

OnDecember 3, 2001, the Company entered into an agreement with W.A. Stockard, aformer member of our Board of Directors and current Director Emeritus underwhich the Company may, from time to time, borrow up to $2.5 million.  The proceeds of the borrowings will beutilized to fund certain private and open market purchases of our common stock pursuantto a Stock Repurchase Plan authorized by the Board of Directors and for generalcorporate purposes.  Borrowings under thefacility bear interest at a fixed rate of 10 percent per annum.  The facility is unsecured and expresslysubordinated to the Company’s senior credit facilities. The facility matures onDecember 3, 2008, but may be repaid at any time unless the Company is indefault on one of our other credit facilities. On December 6, 2004, the original loan agreement was replaced with $2.5million loan agreement containing identical terms and conditions between theCompany and a limited partnership that is affiliated with W.A. Stockard, Jr., acurrent shareholder, member of the Board of Directors and son of W.A.Stockard.  As of August 17, 2007,$2,500,000 was outstanding under this facility. Total interest expense incurred under this facility during the fiscalyear ended April 30, 2007, was $250,000.

**Item14.  PRINCIPAL ACCOUNTANT FEES ANDSERVICES**

The Board ofDirectors selected the accounting firm of Grant Thornton LLP as the Company’sindependent auditors to audit the books and records of the Company and itssubsidiaries for the fiscal years ended April 30, 2007 and 2006.  The appointments were ratified by a majorityof the Company’s shareholders.   GrantThornton LLP has served as the Company’s independent auditors for the past sixfiscal years and has provided audit opinions for the past eight fiscal years.

*Audit Fees*

Thefollowing is a description of fees paid to Grant Thornton LLP or scheduled tobe paid under an engagement agreement to Grant Thornton LLP for services infiscal years 2006 and 2007.  The finalamounts actually paid for the fiscal year 2007 audit may differ by animmaterial amount based on the final hourly billing by Grant Thornton LLP.
|                         | ** ** | **Fiscal Year 2006** | ** ** | **Fiscal Year 2007** | ** ** |
|-------------------------|------------|--------------------------------|------------|--------------------------------|------------|
| Audit Fees              |       | $                              | 238,167    |                           | $          | 278,890 |   |
| Audit Related  Fees (1) |       | $                              | 24,652     |                           | $          | 24,652 |   |
| Tax Fees                |       | $                              | 0          |                           | $          | 0 |   |
| All Other  Fees(2)      |       | $                              | 63,929     |                           | $          | 0 |   |
|                    |       |                           |       |                           |       |
| Total Fees              |       | $                              | 326,748    |                           | $          | 303,542 |   |

 

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(1)          Relatesto certain attestation work performed in connection with the Company’sactivities as loan servicer for affiliated entities.

(2)          Reflects fees paid forthe review of certain work associated with deferred tax positions andattestation work for certain financial disclosures in the offering memorandumrelated to the multiple issuances of asset-backed term notes.

In accordance with our AuditCommittee charter, the Audit Committee is required to approve all fees paid tothe independent auditors.  During bothfiscal years 2006 and 2007, fees approved by the Audit Committee represented100% of all fees paid to the independent auditors.

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**Part IV**

**ITEM15.  EXHIBITS, FINANCIALSTATEMENT SCHEDULES, AND REPORTS ON FORM 8-K**

(a)   *(1)(2) Financial Statements and Financial StatementSchedules*

Nofinancial statements or schedules are filed with this report on Form 10-K/A.

*(3) Exhibits*

Thefollowing is a list of the exhibits filed or furnished with this report on Form10-K/A. The full list of the exhibits to the Original Report can be found inthe Exhibit Index which precedes immediately the exhibits filed or furnishedwith this Amendment.
| 31.1 | — | Certification of Chief Executive Officer pursuant to  section 302 of the Sarbanes-Oxley Act of 2002. |
|------|--------|------------------------------------------------------------------------------------------------------|
| 31.2 | — | Certification of Chief Financial Officer pursuant to  section 302 of the Sarbanes-Oxley Act of 2002. |

 

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**SIGNATURES**

In accordance withSection 13 or 15(d) of the Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.
|        | FIRST INVESTORS FINANCIAL SERVICES, INC. |
|--------|------------------------------------------|
|   |
|   | By:                                      | /s/ Bennie H.  Duck |   |
|   |                                     |   Bennie H. Duck, Vice President and |
|   |                                     |   Chief Financial Officer |
|   |
|   | Date:   August 27, 2007        |

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**ExhibitIndex**
| Exhibit  | ** ** | ** ** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|----------|------------|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1(j)   |       | —     |       | Stock Purchase Agreement, dated as of September 9,  1998, between First Investors Financial Services Group, Inc. and Fortis, Inc.  to purchase Auto Lenders Acceptance Corporation, a wholly-owned subsidiary of  Fortis, Inc.                                                                                                                                                                                                                                                                                                                    |
| 3.1(a)   |       | —     |       | Articles of Incorporation, as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.2(a)   |       | —     |       | Bylaws, as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.1(a)   |       | —     |       | Excerpts from the Articles of Incorporation, as  amended (included in Exhibit 3.1).                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.3(a)   |       | —     |       | Specimen Stock Certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.5(a)  |       | —     |       | Credit Agreement dated as of October 16, 1992 among  F.I.R.C., Inc. (“FIRC”) and NationsBank of Texas, N.A., individually and as  agent for the banks party thereto, as amended by First Amendment to Credit  Agreement and Loan Documents dated as of November 5, 1993, Second Amendment  to Credit Agreement and Loan Documents dated as of March 3, 1994, Third  Amendment to Credit Agreement and Loan Documents dated as of March 17, 1995  and Fourth Amendment to Credit Agreement and Loan Documents dated as of July  7, 1995. |
| 10.6(a)  |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.7(a)  |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.8(a)  |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.9(a)  |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.10(a) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.11(a) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.12(a) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.13(a) |       | —     |       | Facultative Reinsurance Agreement between National  Fire Insurance Company of Pittsburgh and First Investors Insurance Company,  as reinsurer, dated as of May 26, 1995.                                                                                                                                                                                                                                                                                                                                                                          |
| 10.14(a) |       | —     |       | Blanket Collateral Protection Insurance Policy dated  October 5, 1992 issued by Agricultural Excess & Surplus Insurance Company  to FIRC as insured.                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.15(a) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.16(a) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.17(a) |       | —     |       | Lease Agreement between A.I.G. Realty, Inc. and  First Investors dated as of June 1, 1992, as amended by Amendment One dated  October 29, 1993 and Amendment Two dated October 26, 1994.                                                                                                                                                                                                                                                                                                                                                          |
| 10.18(a) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.21(a) |       | —     |       | 1995 Employee Stock Option Plan of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.22(a) |       | —     |       | Form of Stock Option Agreement between the Registrant  and Robert L. Clarke dated August 25, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.23(b) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.24(b) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.25(b) |       | —     |       | Amendment Three dated October 10, 1995 to the Lease  Agreement between A.I.G. Realty, Inc. and the Registrant, filed as Exhibit  10.17.                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.26(b) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.27(b) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.28(c) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.29(d) |       | —     |       | Security Agreement dated as of October 22, 1996  among First Investors Auto Receivables Corporation, Enterprise Funding  Corporation, Texas Commerce Bank National Association, MBIA Insurance  Corporation, NationsBank N.A., and First Investors Financial Services, Inc.                                                                                                                                                                                                                                                                       |
| 10.30(d) |       | —     |       | Note Purchase Agreement dated as of October 22, 1996  between First Investors Auto Receivables Corporation and Enterprise Funding  Corporation.                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.31(d) |       | —     |       | Purchase Agreement dated as of October 22, 1996  between First Investors Financial Services, Inc. and First Investors Auto  Receivables Corporation.                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.32(d) |       | —     |       | Insurance Agreement dated as of October 1, 1996  among First Investors Auto Receivables Corporation, MBIA Insurance  Corporation, First Investors Financial Services, Inc., Texas Commerce Bank  National Association, and NationsBank N.A.                                                                                                                                                                                                                                                                                                       |
| 10.33(d) |       | —     |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.34(d) |       | —     |       | Amended and Restated Credit Agreement dated as of  October 30, 1996 among F.I.R.C., Inc. and NationsBank of Texas, N.A.,  individually and as Agent for the financial institutions party thereto.                                                                                                                                                                                                                                                                                                                                                 |

 

19

----

 
| 10.35(d)       |   | — |   | Amended and Restated Collateral Security Agreement  dated as of October 30, 1996 between F.I.R.C., Inc. and Texas Commerce Bank  National Association as collateral agent for the ratable benefit of  NationsBank of Texas, N.A. individually and as agent for the financial  institutions party to the Amended and Restated Credit Agreement filed as  Exhibit 10.34. |
|----------------|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.36(d)       |   | — |   | Amended and Restated Purchase Agreement dated as of  October 30, 1996 between First Investors Financial Services, Inc. and  F.I.R.C., Inc.                                                                                                                                                                                                                             |
| 10.37(d)       |   | — |   | Amended and Restated Servicing Agreement between  F.I.R.C., Inc. and General Electric Capital Corporation.                                                                                                                                                                                                                                                             |
| 10.38(e)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.39(f)       |   | — |   | First Amendment to the Amended and Restated Credit  Agreement dated January 31, 1997 by and among F.I.R.C., Inc. and NationsBank  of Texas, N.A., individually and as agent for the banks party thereto.                                                                                                                                                               |
| 10.40(f)       |   | — |   | Second Amendment to the Amended and Restated Credit  Agreement dated May 15, 1997 by and among F.I.R.C., Inc. and NationsBank of  Texas, N.A., individually and as agent for the banks party thereto.                                                                                                                                                                  |
| 10.41(f)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.42(f)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.43(f)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.44(f)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.45(g)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.46(g)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.47(g)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.48(g)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.49(h)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.50(h)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.51(i)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.52(i)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.53(i)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.54(i)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.55(k)       |   | — |   | Third Amendment to the Amended and Restated Credit  Agreement dated January 25, 1999 by and among F.I.R.C., Inc. and NationsBank  of Texas, N.A., individually and as agent for the banks party thereto.                                                                                                                                                               |
| 10.56(k)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.57(l)       |   | — |   | Amendment Number 2 to Security Agreement dated March  31, 1999 among First Investors Auto Receivables Corporation, Enterprise  Funding Corporation, Chase Bank of Texas, National Association, Norwest Bank  Minnesota, National Association, MBIA Insurance Corporation, NationsBank  N.A., and First Investors Financial Services, Inc.                              |
|  10.58(l) |   | — |   | Amendment Number 1 to Note Purchase Agreement dated  as of March 31, 1999 among First Investors Auto Receivables Corporation and  Enterprise Funding Corporation.                                                                                                                                                                                                      |
| 10.59(l)       |   | — |   | Amendment Number 1 to Insurance Agreement dated  March 31, 1999 among First Investors Auto Receivables Corporation, MBIA  Insurance Corporation, First Investors Financial Services, Inc., Auto Lenders  Acceptance Corporation, Norwest Bank Minnesota, National Association and  NationsBank, N.A.                                                                   |
| 10.60(l)       |   | — |   | Servicing Agreement dated March 31, 1999 among First  Investors Auto Receivables Corporation, Norwest Bank Minnesota, National  Association and Auto Lenders Acceptance Corporation.                                                                                                                                                                                   |
| 10.61(l)       |   | — |   | Guaranty dated March 31, 1999 by First Investors  Financial Services, Inc., First Investors Auto Receivables Corporation, Auto  Lenders Acceptance Corporation and Norwest Bank Minnesota, National  Association.                                                                                                                                                      |
| 10.62(m)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.63(m)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.64(m)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.65(m)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.66(m)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
| 10.67(m)       |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                 |
|  10.68(n) |   | — |   | Administrative Services Agreement dated as of August  8, 2000 between Project Brave Limited Partnership and First Union Securities,  Inc.                                                                                                                                                                                                                              |
| 10.69 (n)      |   | — |   | Project Brave Limited Partnership Agreement of  Limited Partnership dated as of July 1, 2000.                                                                                                                                                                                                                                                                          |
| 10.70 (n)      |   | — |   | Amended and Restated NIM Collateral Purchase  Agreement dated as of August 8, 2000.                                                                                                                                                                                                                                                                                    |

 

20

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| 10.71 (n) |   | — |   | Amended and Restated Contract Purchase Agreement  dated as of August 8, 2000.                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----------|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.72 (n) |   | — |   | First Amendment to Amended and Restated NIM  Collateral Purchase Agreement dated as of September 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.73 (n) |   | — |   | First Amendment to Servicing Agreement dated as of  September 13, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.74 (n) |   | — |   | First Amendment to Transfer and Servicing Agreement  dated as of September 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.75 (n) |   | — |   | Project Brave Limited Partnership Asset-Backed Notes  Indenture dated as of August 8, 2000.                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.76 (n) |   | — |   | Note Purchase Agreement between Project Brave  Limited Partnership as Issuer, First Union Securities, Inc., as Deal Agent,  the Note Investors named herein, First Union National Bank as Liquidity Agent  and Variable Funding Capital Corporation, as an Initial Note Investor, dated  as of August 8, 2000.                                                                                                                                                                             |
| 10.77 (n) |   | — |   | Supplemental Indenture No. 1 (Project Brave Limited  Partnership) dated as of September 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.78 (n) |   | — |   | Third Amendment to Security Agreement dated as of  September 13, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.79 (n) |   | — |   | Transfer and Servicing Agreement among Project Brave  Limited Partnership, Issuer, FIFS Acquisition Funding Company, L.L.C., as  Transferor, First Investors Servicing Corporation as Servicer and a  Transferor Party, ALAC Receivables Corp., as a Transferor Party, First Union  Securities, Inc., as Deal Agent and Collateral Agent and Wells Fargo Bank  Minnesota, National Association as Backup Servicer, Collateral Custodian and  Indenture Trustee dated as of August 8, 2000. |
| 10.80 (o) |   | — |   | Second Amended and Restated Credit Agreement dated  as of November 15, 2000 Among F.I.R.C., Inc. as Borrower and the Financial  Institutions Now or Hereafter Parties Hereto as Banks and Bank of America, N.  A. as Agent.                                                                                                                                                                                                                                                                |
| 10.81 (o) |   | — |   | Third Amended and Restated Collateral Security  Agreement dated as of November 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.82 (o) |   | — |   | Fourth Amendment to Amended and Restated Purchase  Agreement dated as of November 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.83 (o) |   | — |   | First Amendment to Servicing Agreement dated as of  November 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.84 (o) |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.85 (o) |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.86 (o) |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.87 (o) |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.88 (o) |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.89 (o) |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.90 (o) |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.91 (o) |   | — |   | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.92 (o) |   | — |   | Amendment No. 2 To Insurance Agreement for First  Investors Auto Receivables Corporation Revolving Automobile Receivables  Financing Facility dated as of November 29, 2000.                                                                                                                                                                                                                                                                                                               |
| 10.93 (o) |   | — |   | Amendment Number 3 To Security Agreement dated as of  November 29, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.94 (o) |   | — |   | Warrant No. 1 to Purchase 111,334 Shares of Common  Stock, $.01 par value.                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.95 (o) |   | — |   | Warrant No. 2 to Purchase 55,667 Shares of Common  Stock, $.01 par value.                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.96 (o) |   | — |   | Amendment Number 3 To Purchase Agreement dated as of  November 29, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.97 (o) |   | — |   | Amendment Number 1 To Servicing Agreement dated as  of November 29, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.98 (p) |   | — |   | First Omnibus Amendment to the Transaction Documents  dated December 6, 2001 between F.I.R.C., Inc., First Investors Financial  Services, Inc., First Investors Servicing Corporation, Bank of America, N.A.,  First Union Securities, Inc. and Wells Fargo Bank Minnesota, National Association                                                                                                                                                                                           |
| 10.99 (p) |   | — |   | Security Agreement dated December 6, 2001 between  First Investors Residual Funding L.P. and First Union Securities, Inc.                                                                                                                                                                                                                                                                                                                                                                  |
| 10.100(p) |   | — |   | Sale and Servicing Agreement dated December 6, 2001  between First Investors Residual Funding L.P., First Investors Financial  Services, Inc. and First Union Securities, Inc.                                                                                                                                                                                                                                                                                                             |
| 10.101(p) |   | — |   | Note Purchase Agreement dated December 6, 2001  between First Investors Residual Funding L.P, First Union Securities, Inc.,  First Union National Bank and Variable Funding Capital Corporation                                                                                                                                                                                                                                                                                            |
| 10.102(p) |   | — |   | Asset Purchase Agreement dated December 6, 2001  between First Investors Residual Funding L.P., FIFS Acquisition Funding  Company LLC, First Investors Auto Investment Corp. and First Investors Auto  Receivables Corporation                                                                                                                                                                                                                                                             |
| 10.103(p) |   | — |   | Indenture dated January 1, 2002 between First  Investors Auto Owner Trust 2002-A, First Investors Financial Services, Inc.  and Wells Fargo Bank Minnesota, National Association                                                                                                                                                                                                                                                                                                           |
| 10.104(p) |   | — |   | Sale and Allocation Agreement dated January 1, 2002  between First Investors Auto Owner Trust 2002-A, First Investors Financial  Services, Inc., First Investors Servicing Corporation, First Investors Auto  Funding Corporation and Wells Fargo Bank Minnesota, National Association                                                                                                                                                                                                     |
| 10.105(p) |   | — |   | Amended and Restated Trust Agreement dated January  1, 2002 between First Investors Auto Funding Corporation and Bankers Trust  (Delaware)                                                                                                                                                                                                                                                                                                                                                 |

 

21

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| 10.106(p) |   | — |   | First Omnibus Amendment to Transaction Documents  dated January 14, 2002 between First Investors Auto Receivables Corporation,  First Investors Financial Services, Inc., First Investors Servicing  Corporation, Enterprise Funding Corporation, Bank of America, N.A., Variable  Funding Capital Corporation, First Union Securities, Inc., MBIA Insurance Corporation,  and Wells Fargo Bank Minnesota, National Association |
|-----------|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.107(p) |   | — |   | Amendment No. 3 to Note Purchase Agreement dated  January 14, 2002 between First Investors Auto Receivables Corporation and  Variable Funding Capital Corporation                                                                                                                                                                                                                                                               |
| 10.108(p) |   | — |   | Amendment No. 4 to Security Agreement dated January  14, 2002 between First Investors Auto Receivables Corporation, First  Investors Financial Services, Inc., First Investors Servicing Corporation,  Variable Funding Capital Corporation, First Union Securities, Inc., MBIA  Insurance Corporation and Wells Fargo Bank Minnesota, National Association                                                                     |
| 10.109(q) |   | — |   | 2002 Non-Employee Director Stock Option Plan dated  July 18, 2002                                                                                                                                                                                                                                                                                                                                                               |
| 10.110(r) |   | — |   | Amended and Restated Trust Agreement dated November  20, 2003 between First Investors Auto Funding Corporation and Deutsche Bank  Trust Company Delaware.                                                                                                                                                                                                                                                                       |
| 10.111(r) |   | — |   | Indenture dated November 20, 2003 between First  Investors Auto Owner Trust 2003-A and Wells Fargo Bank Minnesota, National  Association.                                                                                                                                                                                                                                                                                       |
| 10.112(r) |   | — |   | Sale and Allocation Agreement dated November 20,  2003 between First Investors Auto Owner Trust 2003-A, First Investors Auto  Funding Corporation, First Investors Servicing Corporation and Wells Fargo  Bank Minnesota, National Association.                                                                                                                                                                                 |
| 10.113(r) |   | — |   | Insurance Agreement dated November 20, 2003 between  MBIA Insurance Corporation, First Investors Servicing Corporation, First  Investors Financial Services, Inc., First Investors Auto Funding Corporation,  First Investors Auto Owner Trust 2003-A, Deutsche Bank Trust Company Delaware  and Wells Fargo Bank Minnesota, National Association.                                                                              |
| 10.114(t) |   | — |   | Amended and Restated Trust Agreement dated May 5,  2005 between First Investors Auto Funding Corporation and Deutsche Bank Trust  Company Delaware.                                                                                                                                                                                                                                                                             |
| 10.115(t) |   | — |   | Indenture dated May 5, 2005 between First Investors  Auto Owner Trust 2005-A and Wells Fargo Bank Minnesota, National Association.                                                                                                                                                                                                                                                                                              |
| 10.116(t) |   | — |   | Sale and Allocation Agreement dated May 5, 2005  between First Investors Auto Owner Trust 2005-A, First Investors Auto Funding  Corporation, First Investors Servicing Corporation and Wells Fargo Bank  Minnesota, National Association.                                                                                                                                                                                       |
| 10.117(t) |   | — |   | Insurance Agreement dated May 5, 2005 between MBIA  Insurance Corporation, First Investors Servicing Corporation, First Investors  Financial Services, Inc., First Investors Auto Funding Corporation, First  Investors Auto Owner Trust 2005-A, Deutsche Bank Trust Company Delaware and  Wells Fargo Bank Minnesota, National Association.                                                                                    |
| 10.118(t) |   | — |   | Servicing Agreement dated May 5, 2005 between Wells  Fargo Bank Minnesota, National Association and First Investors Auto Owner  Trust 2005-A.                                                                                                                                                                                                                                                                                   |
| 10.119(t) |   | — |   | Administration Agreement dated May 5, 2005 between  Wells Fargo Bank Minnesota, National Association, First Investors Financial  Services, Inc. and First Investors Auto Owner Trust 2005-A.                                                                                                                                                                                                                                    |
| 10.120(t) |   | — |   | Contribution Agreement dated May 5, 2005 between  First Investors Financial Services, Inc. and First Investors Auto Funding  Corporation.                                                                                                                                                                                                                                                                                       |
| 10.121(u) |   | — |   | 2005 Employee Stock Option Plan of the Registrant.                                                                                                                                                                                                                                                                                                                                                                              |
| 10.122(u) |   | — |   | Amendment No. 5 to Note Purchase Agreement dated  August 15, 2005, between First Investors Residual Funding LP, Variable  Funding Capital Corporation, Wachovia Bank, NA, and Wachovia Capital Markets,  LLC.                                                                                                                                                                                                                   |
| 10.123(u) |   | — |   | Amendment No. 7 to Security Agreement dated August  15, 2005, between First Investors Residual Funding LP, First Investors  Financial Services, Inc., and Wachovia Capital Markets, LLC.                                                                                                                                                                                                                                        |
| 10.124(v) |   | — |   | Amended and Restated Trust Agreement dated January  26, 2006 between First Investors Auto Funding Corporation and Wells Fargo  Delaware Trust Company.                                                                                                                                                                                                                                                                          |
| 10.125(v) |   | — |   | Indenture dated January 26, 2006 between First  Investors Auto Owner Trust 2006-A and Wells Fargo Bank, National Association.                                                                                                                                                                                                                                                                                                   |
| 10.126(v) |   | — |   | Sale and Allocation Agreement dated January 26, 2006  between First Investors Auto Owner Trust 2006-A, First Investors Auto Funding  Corporation, First Investors Servicing Corporation and Wells Fargo Bank,  National Association.                                                                                                                                                                                            |
| 10.127(v) |   | — |   | Insurance Agreement dated January 26, 2006 between  MBIA Insurance Corporation, First Investors Servicing Corporation, First  Investors Financial Services, Inc., First Investors Auto Funding Corporation,  First Investors Auto Owner Trust 2006-A, Wells Fargo Delaware Trust Company,  and Wells Fargo Bank, National Association.                                                                                          |

 

22

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| 10.128(v) |   | — |   | Servicing Agreement dated January 26, 2006 between  Wells Fargo Bank, National Association, First Investors Auto Owner Trust  2006-A, and First Investors Servicing Corporation.                                                                                                                                                                      |
|-----------|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.129(v) |   | — |   | Administration Agreement dated January 26, 2006  between Wells Fargo Bank, National Association, First Investors Financial  Services, Inc. and First Investors Auto Owner Trust 2006-A.                                                                                                                                                               |
| 10.130(v) |   | — |   | Contribution Agreement dated January 26, 2006  between First Investors Financial Services, Inc. and First Investors Auto  Funding Corporation.                                                                                                                                                                                                        |
| 10.131(w) |   | — |   | 2002 Non-Employee Director Stock Option Plan  (Amended and Restated Through July 10, 2006), dated October 4, 2006.                                                                                                                                                                                                                                    |
| 10.132    |   | — |   | Amendment No. 1 to Second Amendment and Restated  Security Agreement, dated October 11, 2006, between First Investors Auto  Receivables Corp., First Investors Financial Services, Inc., First Investors  Servicing Corporation, Variable Funding Capital Company LLC, Wachovia Capital  Markets, LLC, and Wells Fargo Bank, National Association.    |
| 10.133    |   | — |   | Amendment No. 6 to Note Purchase Agreement, dated  November 7, 2006, between First Investors Residual Funding LP, Variable  Funding Capital Company LLC, Wachovia Bank, National Association and Wachovia  Capital Markets, LLC.                                                                                                                      |
| 10.134    |   | — |   | Amendment No. 10 to Security Agreement, dated  February 14, 2007, between First Investors Residual Funding LP, First  Investors Financial Servicing, Inc. and Wachovia Capital Markets, LLC.                                                                                                                                                          |
| 10.135    |   | — |   | Amendment No. 12 to Second Amended and Restated  Credit Agreement, dated February 14, 2007, between F.I.R.C., Inc., Wachovia  Bank, National Association and Wachovia Capital Markets, LLC.                                                                                                                                                           |
| 10.136    |   | — |   | Amendment No. 2 to Second Amended and Restated  Security Agreement, dated February 14, 2007, between First Investors Auto  Receivable Corporation, First Investors Financial Services, Inc., First  Investors Servicing Corporation, Variable Funding Capital Company LLC,  Wachovia Capital Markets, LLC and Wells Fargo Bank, National Association. |
| 10.137(x) |   | — |   | Employment Agreement between First Investors  Financial Services, Inc., and Tommy A. Moore, Jr., dated March 12, 2007.                                                                                                                                                                                                                                |
| 10.138(x) |   | — |   | Employment Agreement between First Investors  Financial Services, Inc., and Bennie H. Duck, dated March 12, 2007.                                                                                                                                                                                                                                     |
| 14.1(s)   |   | — |   | Code of Business Conduct and Ethics adopted April  28, 2004                                                                                                                                                                                                                                                                                           |
| 21.1(j)   |   | — |   | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                       |
| 23.1(y)   |   | — |   | Consent of Independent Registered Public Accounting  Firm                                                                                                                                                                                                                                                                                             |
| 31.1      |   | — |   | Certification of Chief Executive Officer pursuant to  section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                  |
| 31.2      |   | — |   | Certification of Chief Financial Officer pursuant to  section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                  |
| 32.1(y)   |   | — |   | Certification of Chief Executive Officer pursuant to  section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                  |
| 32.2(y)   |   | — |   | Certification of Chief Financial Officer pursuant to  section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                  |

 

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| (a) |   | - |   | Exhibit previously filed with the Company’s  Registration Statement on Form S-1, Registration No. 33-94336 and  incorporated herein by reference. |
|-----|--------|---|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) |   | - |   | Exhibit previously filed on 1996 Form 10-K and  incorporated herein by reference.                                                                      |
| (c) |   | - |   | Exhibit previously filed on July 31, 1996 First  Quarter Form 10-Q and incorporated herein by reference.                                               |
| (d) |   | - |   | Exhibit previously filed on October 31, 1996 Second  Quarter Form 10-Q and incorporated herein by reference.                                           |
| (e) |   | - |   | Exhibit previously filed on January 31, 1997 Third  Quarter Form 10-Q and incorporated herein by reference.                                            |
| (f) |   | - |   | Exhibit previously filed on July 31, 1997 First  Quarter Form 10-Q and incorporated herein by reference.                                               |
| (g) |   | - |   | Exhibit previously filed on January 31, 1998 Third  Quarter Form 10-Q and incorporated herein by reference.                                            |
| (h) |   | - |   | Exhibit previously filed on 1998 Form 10-K and  incorporated herein by reference.                                                                      |
| (i) |   | - |   | Exhibit previously filed on October 31, 1998 Second  Quarter Form 10-Q and incorporated herein by reference.                                           |
| (j) |   | - |   | Exhibit previously filed on October 2, 1998 Form 8-K  and incorporated herein by reference.                                                            |
| (k) |   | - |   | Exhibit previously filed on January 31, 1999 Third  Quarter Form 10-Q and incorporated herein by reference.                                            |
| (l) |   | - |   | Exhibit previously filed on 1999 Form 10-K and  incorporated herein by reference.                                                                      |
| (m) |   | - |   | Exhibit previously filed on March 21, 2000 Third  Quarter Form 10-Q/A and incorporated herein by reference.                                            |
| (n) |   | - |   | Exhibit previously filed on October 31, 2000 Second  Quarter Form 10-Q and incorporated herein by reference.                                           |
| (o) |   | - |   | Exhibit previously filed on January 31, 2001 Third  Quarter Form 10-Q and incorporated herein by reference.                                            |
| (p) |   | - |   | Exhibit previously filed on January 31, 2002 Third  Quarter Form 10-Q and incorporated herein by reference.                                            |
| (q) |   | - |   | Exhibit previously filed on July 31, 2002 First  Quarter Form 10-Q/A and incorporated herein by reference.                                             |
| (r) |   | - |   | Exhibit previously filed on January 31, 2004 Third  Quarter Form 10-Q and incorporated herein by reference.                                            |

 

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| (s) |   | - |   | Exhibit previously filed on 2004 Form 10-K and  incorporated herein by reference.                            |
|-----|--------|---|--------|--------------------------------------------------------------------------------------------------------------|
| (t) |   | - |   | Exhibit previously filed on 2005 Form 10-K and  incorporated herein by reference.                            |
| (u) |   | - |   | Exhibit previously filed on October 31, 2005 Second  Quarter Form 10-Q and incorporated herein by reference. |
| (v) |   | - |   | Exhibit previously filed on January 31, 2006 Third  Quarter Form 10-Q and incorporated herein by reference.  |
| (w) |   | - |   | Exhibit previously filed on October 31, 2006 Second  Quarter Form 10-Q and incorporated herein by reference. |
| (x) |   | - |   | Exhibit previously filed on March 15, 2007 Form 8-K  and incorporated herein by reference.                   |
| (y) |   | - |   | Exhibit previously filed on July 24, 2007 Form 10-K  and incorporated herein by reference.                   |

 

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