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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                  FORM 10-KSB/A
                                (Amendment No. 1)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004
                   -------------------------------------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                         Commission file number 0-27750

                         FIRSTPLUS Financial Group, Inc.
                         -------------------------------
                 (Name of small business issuer in its charter)

<TABLE>
<S>                                                    <C>
                    Nevada                                     75-2561085
----------------------------------------------     ---------------------------------
(State or other jurisdiction of incorporation)     (IRS Employer Identification No.)

                                       0-27750
                               ------------------------
                               (Commission File Number)

     5100 North O'Connor Blvd., 6th Floor
                Irving, Texas                                    75039
------------------------------------------------              ----------
 (Address of Principal Executive Offices)                     (Zip Code)
</TABLE>

                                 (214) 496-1266
                                 --------------
                           (Issuer's telephone number)

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
Section or of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     Registrant's revenues for its most recent fiscal year: $0.

     Aggregate market value of Registrant's voting and non-voting common equity
held by non-affiliates: Currently no trading market

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of July 28, 2005, the
issuer had 45,340,090 shares of common stock, $.01 Par Value, outstanding.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

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<PAGE>

                                EXPLANATORY NOTE

     We are filing this Amendment No. 1 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2004, as filed with the U.S. Securities and
Exchange Commission on September 22, 2005 for the purpose of:

     o    Revising disclosures under Item 12. Certain Relationships and Related
          Transactions with respect to the Company's revolving promissory note
          transaction and swap transaction with Capital Lending Strategies, LLC;

     o    Revising Item 11. Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters to clarify the disclosure
          regarding certain groups which have not filed a Schedule 13D;

     o    Revising a footnote to the Audit Fees table in Item 14. Principal
          Accountant Fees and Services to provide an explanation of certain tax
          preparation fees; and

     o    Including additional exhibits, including a Certificate for the
          assignment of a .076 interest in the FPFG Intercompany Claim to the
          Company's former landlord.

     This Amendment does not reflect events occurring after the original filing
of the Form 10-KSB and does not modify or update the disclosures therein in any
way other than as required to reflect the amendment as described above and set
forth below. Accordingly, this Form 10-K/A should be read in conjunction with
our other filings made with the Securities and Exchange Commission subsequent to
the filing of the original Annual Report on Form 10-K, including any amendments
to those filings.


                                       1
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

     The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of July 28, 2005, by (1) each
director and named executive officer of the Company, (2) all officers and
directors of the Company as a group, and (3) all persons who are known by the
Company to be beneficial owners of 5% or more of the Company's outstanding
common stock. The Company is also aware of an additional purported "committee"
(the "Additional Committee") that may include Company shareholders in addition
to the FPFX Shareholder Value Committee listed in the table below. Neither the
FPFX Shareholder Value Committee nor the Additional Committee is affiliated with
the Company in any way. As of the date of filing of this Proxy Statement,
neither the Additional Committee nor the petitioner group in the Court Action
have filed a Schedule 13D.

<TABLE>
<CAPTION>
                                                                                                     Percent
Name and Address of Beneficial Owner                                            Shares Owned       of Class(1)
------------------------------------                                            ------------       -----------
<S>                                                                               <C>                  <C>
Daniel T. Phillips ....................................................             350,000(2)          *
Robert P. Freeman .....................................................             337,000(3)          *
John R. Fitzgerald ....................................................             313,724(4)          *
David B. Ward .........................................................             300,000(5)          *
Jack (J.D.) Draper ....................................................                  --             --
FPFX Shareholder Value Committee(6) ...................................           4,800,155(6)         10.6%
All directors and officers as a group (5 persons)(2)(3)(4)(5) .........           1,300,724             2.8%
</TABLE>

----------------

*    Indicates less than one percent (1%).

(1)  The percentage of ownership is based on 45,340,090 shares of common stock
     outstanding as of July 28, 2005. Except as otherwise indicated, the persons
     named in the table possess sole voting and investment power with respect to
     all shares of common stock shown as beneficially owned by them. Beneficial
     ownership as reported in the above table has been determined according to
     Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"). The amounts shown in the table include shares of common
     stock issuable upon exercise of outstanding options exercisable within 60
     days of July 28, 2005. Except as otherwise noted, the address of the named
     individuals is 5100 N. O'Connor Boulevard, 6th Floor, Irving, Texas 75039.

(2)  Consists of 50,000 shares of common stock held by Phillips Partners, Ltd.,
     over which Mr. Phillips has voting and dispositive control, and 300,000
     shares of common stock issuable upon the exercise of options.

(3)  Includes 300,000 shares of common stock issuable upon the exercise of
     options.

(4)  Includes 324 shares of common stock held by Mr. Fitzgerald's wife and
     300,000 shares of common stock issuable upon the exercise of options.

(5)  Consists of 300,000 shares of common stock issuable upon the exercise of
     options.

(6)  The purported "committee" is in no way affiliated with the Company.
     According to Schedule 13D, filed on August 26, 2005. Consists of (i) 11,297
     shares of common stock held by James T. Capretz, (ii) 265,699 shares of
     common stock held by Robert D. Davis, (iii) 210,759 shares of common stock
     held by George R. Ebertings, (iv) 2,039,900 shares of common stock held by
     Rupan Gulenyan, (v) 430,000 shares of common stock held or controlled by
     James P. Hanson, and (vi) 1,842,500 shares of common stock held by Danford
     C. Martin. The address of the "committee" is 7 Egret Lane, Aliso Viejo,
     California 92656.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company's executive offices are shared with the facilities leased by
Capital Lending Strategies, LLC ("Capital Lending"), which incurs the cost and
full responsibility of the lease. The value of this lease arrangement to the
Company amounted to $320 in 2004 and $400 in 2005. There is no formal agreement
between the Company and Capital Lending with respect to the lease arrangement.
Daniel T. Phillips, our Director, is a Manager and Member of Capital Lending.


                                       2
<PAGE>

     The Company has outstanding loans to Capital Lending in an outstanding
amount of approximately $160,050 as of December 31, 2004 based on a series of
loan advances made to Capital Lending in 2002, 2003 and 2004 pursuant to a
revolving promissory note. The note allows Capital Lending to borrow, repay and
re-borrow in the maximum amount of $275,000. The outstanding amounts under the
note accrue interest at rate per year equal to the prime rate as set forth in
the Money Rates section of the Wall Street Journal plus one percent. Any advance
under the note, together with accrued and unpaid interest in connection with the
advance, matures on the second anniversary of the advance, and the note provides
for remedies for nonpayment. The last advance was made in January 2004. Capital
Lending has been making regular payments on the loans in varying amounts on a
twice-monthly basis since January 2003 as requested by the Company. The parties
have informally permitted borrowings and repayments on terms at odds with the
specific provisions of the note to provide flexibility in the payment
arrangement and based on the capital needs of the Company at the times of the
repayments. Had the parties enforced this provision, as of June 30, 2005
approximately $9,600 would have been in default for nonpayment at maturity.
However, since the note is a revolving note which provides Capital Lending the
ability to borrow, repay and re-borrow funds under the note, the Company has not
insisted that Capital Lending re-borrow funds to re-pay amounts outstanding
under the note that have matured, as permitted by the note, since the economic
impact to the parties in that situation would have been similar to the current
repayment practices of the parties.

     In August 2001, the Company invested seed capital for a one-third profits
interest in Capital Lending. In connection with the above described transaction,
the profits interest was converted to an equity interest in Capital Lending. Mr.
Phillips provided consulting advice and direction to Capital Lending in
connection with its formation and development and, for such services, an
affiliate of Mr. Phillips received a one-third profits interest in Capital
Lending. As a result of the transaction, and after accounting for certain
employee interests, the Company held a 40.2% equity interest in Capital Lending.

     In June 2002, Capital Lending acquired 25,639 shares of the Company's
Series D Convertible Preferred Stock (the "Series D Preferred"). The sale of
Series D Preferred to Capital Lending was unanimously approved by the Board of
Directors of the Company, with the exception of Daniel T. Phillips, then
Chairman and Chief Executive Officer of the Company, who abstained from the vote
because of his affiliation with Capital Lending. As a result of the transaction,
Capital Lending acquired control of the Company and held approximately 51% of
the outstanding voting securities of the Company. In connection with the
transaction, the Company agreed to expand its Board of Directors to seven
members. Consequently, George T. Davis, a significant shareholder of the Company
became a member of the Board of Directors and agreed to serve as Vice President
-- Investor Relations for the Company. The Company acquired 42.3% of the
outstanding limited liability company interests for shares of Series D Preferred
acquired by Capital Lending.

     The terms of the Series D Preferred provided that neither Capital Lending,
nor any of its affiliates or assigns, would be entitled to any of the Company's
rights in the cash flow from the derivative interests in mortgage-backed or
asset-backed securitization transactions of FirstPlus Financial, Inc., a
subsidiary of the Company, which had been set aside for the benefit of the
Company's shareholders and creditors in the Grantor Trust. The beneficiary of
the Grantor Trust is the Company, with its shareholders' and creditors' rights
recognized through their status as Designated Recipients under the Grantor
Trust, but excluded Capital Lending and its affiliates and assigns. George T.
Davis was appointed as the initial trustee of the Grantor Trust.

     In 2003, the Company entered into a swap transaction with Capital Lending
whereby:

     o    the Company transferred most of its ownership interests in Capital
          Lending back to Capital Lending, and

     o    Capital Lending transferred back to the Company all of the shares of
          Series D Convertible Preferred Stock of the Company then owned by
          Capital Lending.

     The Company did not transfer back to Capital Lending the ownership
interests assigned to the plaintiffs' co-lead counsel in escrow on behalf of the
authorized claimants under the settlement of the Company's


                                       3
<PAGE>

consolidated class action lawsuit styled In re: FirstPlus Financial Group, Inc.
Securities Litigation, Civil Action No. 3:98-CV-2551-M, a securities-related
lawsuit settled in October 2003 without the Company admitting any wrongdoing or
liability.

     Prior to the reciprocal swap, the mutual ownership positions of the Company
and Capital Lending resulted in Capital Lending holding:

     o    a controlling interest in the Company, and

     o    approximately 12% of the Company's ownership of Capital Lending
          "attributing back" to Capital Lending through Capital Lending's
          ownership interest in the Company.

     Following the swap, the Company retained the same economic interest in
Capital Lending because there was no longer any attribution of ownership back to
Capital Lending on account of Capital Lending's ownership of Company stock. As a
result of the swap, Capital Lending no longer owns any shares of the Company and
is no longer in a position to control the Company through its stock ownership.
In May 2004, the Company sold its remaining interest in Capital Lending, other
than the interest assigned on behalf of the claimants in the class action
lawsuit, for $796,580.

     In May 2004, the Company reimbursed United Lending Partners an amount of
$37,681.18 for payments United Lending Partners made on behalf of the Company to
the Company's stock transfer agent. In August 2004, the Company made a loan of
$100,000 to United Lending Partners. The original term of the note was for 60
days with an interest rate of 15 percent. The note was renewed twice and became
due in February 2005. All of the outstanding principal amount and accrued
interest from December 2004 remains due. The loan is currently in default.
United Lending Partners is a subsidiary of Renaissance Acceptance Group, Inc.
Daniel T. Phillips, our Director, is a director and shareholder of Renaissance
Acceptance Group, Inc.

     The Company has a insurance policy with American Financial Services
covering its directors and officers. The total premium for the policy is
$59,260. Dexter & Company was the broker for the policy. John R. Fitzgerald, a
Director of the Company, is Executive Vice President of Dexter & Company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

     The following table sets forth fees billed to us during the fiscal years
ended December 31, 2004 and 2003 by our independent auditors:

<TABLE>
<CAPTION>
                                                 December 31,     December 31,
                                                     2004             2003
                                                 ------------     ------------
<S>                                                 <C>                <C>
(i)   Audit Fees ..................                 $     0            $0
(ii)  Audit Related Fees ..........                 $     0            $0
(iii) Tax Fees ....................                 $     0            $0
(iv)  All Other Fees ..............                 $15,046            $0
</TABLE>

     Audit Fees. Consists of fees billed for professional services rendered for
the audit of the Company's financial statements and review of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided by our auditors in connection with statutory and
regulatory filings or engagements.

     Audit-Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company's financial statements and are not reported under "Audit Fees."

     Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. There were no tax services provided in
fiscal 2004 or 2003.

     All Other Fees. Consists of accounting fees paid to Daniel Erickson PC in
connection with tax preparations services. At the time of these services, the
Company had not engaged an independent auditor. There were no management
consulting services provided in fiscal 2004 or 2003.


                                       4
<PAGE>

Policy on Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors

     The Board of Directors' policy is that the Company's auditor performs its
services independently and with the highest integrity and professionalism. There
is no formal written policy. Any engagement of the Company's outside auditor
must be consistent with principles determined by the SEC, namely, that the
independent auditor cannot audit its own work, perform management functions or
act as an advocate for the client.

     The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.


                                       5
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                     FIRSTPLUS Financial Group, Inc.
Date: October 21, 2005               (Registrant)

                                     By /s/ Jack (J.D.) Draper
                                        ---------------------------------------
                                         Jack (J.D.) Draper, President

     In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
           Signature                                  Title                              Date
           ---------                                  -----                              ----
<S>                               <C>                                             <C>
/s/ Robert P. Freeman             Director and Chairman of the Board              October 21, 2005
-----------------------------
Robert P. Freeman

/s / Jack (J.D.) Draper           President and Chief Executive Officer           October 21, 2005
-----------------------------     (Principal Executive and Accounting Officer)
Jack (J.D.) Draper

/s/ John R. Fitzgerald            Director                                        October 21, 2005
-----------------------------
John R. Fitzgerald

/s/ Daniel T. Phillips            Director                                        October 21, 2005
-----------------------------
Daniel T. Phillips

/s/ David B. Ward                 Director                                        October 21, 2005
-----------------------------
David B. Ward
</TABLE>


                                       6
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
  No.       Document Description
  ---       --------------------
<S>         <C>
 2.1*       Modified Third Amended Plan of Reorganization of FirstPlus Financial, Inc.

 2.2*       Trust Agreement for the FPFI Creditor Trust

 3.1*       Amended and Restated Articles of Incorporation, as amended

 3.2*       Second Amended and Restated Bylaws

 4.1*       Rights Agreement dated as of May 20, 1998, between FIRSTPLUS Financial Group, Inc. and
            ChaseMellon Shareholder Services, L.L.C., which includes the form of Certificate of Designation
            for Designating Series C Junior Participating Preferred Stock, $1.00 par value, as Exhibit A, the
            form of Right Certificate as Exhibit B, and the Summary of Rights as Exhibit C. (Incorporated by
            reference to Exhibit 4.1 of the Company's Form 8-K filed as of May 29, 1998.)

 4.1.1*     First Amendment to Rights Agreement dated as of October 25, 2001, between FIRSTPLUS
            Financial Group, Inc. and Mellon Investor Services LLC

 4.1.2*     Second Amendment to Rights Agreement dated as of June 27, 2002, between FIRSTPLUS Financial
            Group, Inc. and Mellon Investor Services LLC

 4.2*       Form of Certificate of Designation for Designating Series C Junior Participating Preferred Stock,
            $1.00 par value (included as Exhibit A to the Rights Agreement, which is Exhibit 4.1 hereto)

 4.3*       Form of Right Certificate (included as Exhibit B to the Rights Agreement, which is Exhibit 4.1
            hereto). Pursuant to the Rights Agreement, printed Right Certificates will not be mailed until as
            soon as practicable after the Distribution Date

 4.4*       Form of Summary of Rights (included as Exhibit C to the Rights Agreement, which is Exhibit 4.1
            hereto) that, together with certificates representing the outstanding Common Shares of the Company,
            shall represent the Rights until the Distribution Date

 4.5*       Specimen of legend to be placed, pursuant to Section 3(c) of the Rights Agreement, on all new
            Common Share certificates issued after June 1, 1998 and prior to the Distribution Date upon
            transfer, exchange or new issuance (included in Section 3(c) of the Rights Agreement, which is
            Exhibit 4.1 hereto)

 4.6*       FIRSTPLUS Financial Group, Inc. Grantor Residual Trust Agreement, dated July 15, 2002

 4.7*       Supplemental Indenture, dated as of December 4, 2000, by and between FirstPlus Financial Group,
            Inc. and HSBC Bank USA

 4.8*       Form of Certificate of Certificated Interests Representing Beneficial Interests in The FPFI Creditor
            Trust Exchanged For 7.25% Convertible Subordinated Notes Due 2003

10.1*       Agreement for Settlement Between Bear Stearns & Co., Inc. and FirstPlus Financial Group, Inc.,
            dated August 19, 1999.

10.2*       Conversion Agreement, dated as of June   , 2001, by and between FirstPlus Financial Group, Inc.,
            and the Certificateholders signatory thereto

10.3*       Letter Agreement, dated June 13, 2001, by FirstPlus Financial Group, Inc. and accepted by FPFI
            Creditors Trust

10.4*       Stipulation and Agreement of Settlement, dated as of July 30, 2003, between Class Representative
            Edward P. Doremus, III, Milberg Weiss Bershad Hynes & Lerach LLP, Sirota & Sirota LLP,
            FirstPlus Financial Group, Inc., Daniel T. Phillips, Eric C. Green, Haynes and Boone, LLP and
            National Union Fire Insurance Company of Pittsburgh, PA

10.5*       Escrow Agreement, dated as of July 30, 2003, by and among FirstPlus Financial Group, Inc., Class
            Representative Edward P. Doremus, III, Milberg Weiss Bershad Hynes & Lerach LLP and Sirota &
            Sirota LLP
</TABLE>


                                       7
<PAGE>

<TABLE>
<CAPTION>
Exhibit
  No.       Document Description
  ---       --------------------
<S>         <C>
10.6*       Assignment and Assumption Agreement, dated as of July 30, 2003, by and between FirstPlus
            Financial Group, Inc., Class Representative Edward P. Doremus, III, Milberg Weiss Bershad Hynes
            & Lerach LLP and Sirota & Sirota LLP

10.7*       Registration Rights Agreement, dated as of July 30, 2003, by and among FirstPlus Financial Group,
            Inc., Capital Lending Strategies, LLC, Class Representative Edward P. Doremus, III, Milberg Weiss
            Bershad Hynes & Lerach LLP and Sirota & Sirota LLP

10.8*       Promissory Note, dated December 20, 2004, by United Lending Partners, LP in favor of FirstPlus
            Financial

10.9*       Subordination Agreement, dated December 30, 2004, by and between FirstPlus Financial Group,
            Inc. and United Lending Partners, LP

10.10*      Settlement Agreement and Mutual Release of Any and All Claims, dated October 12, 2001, by
            Thaxton Investment Corporation and FirstPlus Financial Group, Inc.

10.11       Revolving Promissory Note, dated June 28, 2002, by Capital Lending Strategies, LLC in favor of
            FirstPlus Financial Group, Inc.

10.12       Letter Agreement, dated December 7, 1999, between Lepercq Corporate Income Fund L.P. and
            FirstPlus Financial Group, Inc.

10.13       Amendment to Lease, dated December 30, 1999, by and between Lepercq Corporate Income
            Fund, L.P. and FirstPlus Financial Group, Inc.

10.14       Certificate (Assignment of Undivided Interest in Claim), dated as of May 5, 2000, by FirstPlus
            Financial Group, Inc. in favor of Lepercq Corporate Income Fund L.P.

14.1*       FirstPlus Financial Group, Inc. Code of Ethics

21.1*       List of Subsidiaries

31.1        Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

31.2        Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

32.1        Certification of Jack (J.D.) Draper pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2        Certification of Jack (J.D.) Draper pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

----------------

*    Previously filed.


                                       8