**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**








**(Mark
      One)**


x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
      1934


For
      the
      quarterly period ended: **September
      30, 2006**





o Transition report under Section 13 or 15(d) of the Exchange Act


For
      the
      transition period from ____________ to ____________








Commission
      File Number:  **0-27750**





**FIRSTPLUS
      Financial Group, Inc.**


(Exact
      name of small business issuer as specified in its charter)











**Nevada**
            **75-2561085**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)**5100
                North O'Connor Blvd., 6th Floor**
              **Irving,
                Texas**(Address
                of principal executive offices)**(214)
                496-1266**(Issuer's
                telephone number)








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) 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 x No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No
x





The
      number of shares of common stock outstanding as of: November 15, 2006 was
      48,245,090.





Transitional
      Small Business Disclosure Format (Check one): Yes o No x








**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





Except
      where otherwise stated, references in this document to “us,” “we,” “FPFG” or
“the Company” refer to FIRSTPLUS Financial Group, Inc. (“FIRSTPLUS”). This Form
      10-QSB contains forward-looking statements within the meaning of the “safe
      harbor” provisions under Section 21E of the Securities Exchange Act of 1934, as
      amended, and the Private Securities Litigation Reform Act of 1995. The Company
      uses forward-looking statements in its description of its plans and objectives
      for future operations and assumptions underlying these plans and objectives,
      as
      well as in its expectations, assumptions, estimates and projections about its
      business and industry. These forward-looking statements involve risks and
      uncertainties. The Company’s actual results could differ materially from those
      anticipated in such forward-looking statements as a result of certain factors
      as
      more fully described in this Report and other risks and factors identified
      from
      time to time in the Company’s reports filed with the Securities and Exchange
      Commission.





Forward-looking
      terminology includes the words “may”, “expects”, “believes”, “anticipates”,
“intends”, “projects” or similar terms, variations of such terms or the negative
      of such terms. These forward-looking statements are based upon the Company’s
      current expectations and are subject to factors and uncertainties which could
      cause actual results to differ materially from those described in such
      forward-looking statements. The Company expressly disclaims any obligation
      or
      undertaking to release publicly any updates or revisions to any forward-looking
      statements contained in this Report to reflect any change in the Company’s
      expectations or any changes in events, conditions or circumstances on which
      any
      forward-looking statement is based.











**INDEX**Part
                I. Financial InformationItem
                1.
            Financial
              StatementsConsolidated
                Balance Sheet at September 30, 2006 (unaudited)
            1Consolidated
                Statements of Operations for theThree
                Months and Nine Months Ended September 30, 2006 and 2005
                (unaudited)
            2Condolidated
                Statements of Cash Flows for theNine
                Months ended September 30, 2006 and 2005 (unaudited)
            3Notes
                to Consolidated Financial Statements (unaudited)
            4Item
                2.
            Management's
                Discussion and Analysis or Plan of Operations
            8Item
                3.
            Controls
                and Procedures
            11Part
                II Other Information
            12Item
                1.
            Legal
                Proceedings
            12Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            12Item
                3.
            Defaults
                Upon Senior Securities
            12Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            12Item
                5.
            Other
                Information
            12Item
                6.
            Exhibits
            12








FIRSTPLUS
      Financial Group, Inc.


Consolidated
      Balance Sheet





September
                  30, 2006(Unaudited)**ASSETS:**Current
                  assets:Cash
                  and cash equivalents
              $
              5,234,112Prepaid
                  insurance
              
              25,833Total
                  current assets
              
              5,259,945Accounts
                  receivable Capital Lending Strategies, LLC
              
              90,192Claim
                  from bankruptcy estate (see notes 7 and 13)
              
              8,215,488Deferred
                  tax asset
              
              93,300Advance
                  to Versatile Consulting LLC (see note 2)
              
              265,771Investment
                  in Capital Lending Strategies, LLC
              
              71,150Total
                  assets
              $
              13,995,846**LIABILITIES****AND
                  STOCKHOLDERS' EQUITY:**Current
                  liabilitiesAccrued
                  expenses
              $
              180,331Income
                  taxes payable
              
              93,300Total
                  current liabilities
              
              273,631Commitments
                  and contingencies (see note 8)
              
              2,039,115Stockholders'
                  equity:Common
                  stock, $.01 par value, 100,000,000 sharesauthorized;
                  48,245,090 shares issued and outstanding
              
              482,451Additional
                  paid in capital
              
              14,952,004Accumulated
                  defict since December 31, 2002 when a deficit of$312,527,864
                  was eliminated in connection with aquasi-reorganization
              
              (3,751,355
              )Total
                  stockholders' equity
              
              11,683,100Total
                  liabilities and stockholders' equity
              $
              13,995,846







The
      accompanying notes are an integral part of these
      financial statements.


-1-


FIRSTPLUS
      Financial Group, Inc.


Consolidated
      Statements of Operations


(Unaudited)





For
                  the Three Months Ended
              
              For
                  the Nine Months EndedSeptember
                  30,
              
              September
                  30,2006
              
              2005
              
              2006
              
              2005(Restated)
              
              
              
              (Restated)Revenues
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Operating
                  expenses:General
                  and administrative
              
              
              628,607
              
              
              663,458
              
              
              2,408,907
              
              
              919,714Total
                  operating expenses
              
              
              628,607
              
              
              663,458
              
              
              2,408,907
              
              
              919,714Operating
                  income (loss)
              
              
              (628,607
              )
              
              (663,458
              )
              
              (2,408,907
              )
              
              (919,714
              )Non-operating
                  income:Interest,
                  net
              
              
              120,120
              
              
              6,870
              
              
              294,678
              
              
              12,899Income
                  (loss) before provisionfor
                  income taxes
              
              
              (508,487
              )
              
              (656,588
              )
              
              (2,114,229
              )
              
              (906,815
              )Provision
                  for income taxes
              
              
              -
              
              
              28,009
              
              
              -
              
              
              (53,775
              )Net
                  income (loss)
              
              $
              (508,487
              )
              $
              (684,597
              )
              $
              (2,114,229
              )
              $
              (853,040
              )Earnings
                  (loss) per share
              
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.05
              )
              $
              (0.02
              )Weighted
                  average of common sharesoutstanding
              
              
              47,191,628
              
              
              45,340,090
              
              
              45,959,539
              
              
              44,913,619






The
      accompanying notes are an integral part of these
      financial statements.


-2-


FIRSTPLUS
      Financial Group, Inc.


Consolidated
      Statements of Cash Flows


(Unaudited)





For
                  the Nine Months EndedSeptember
                  30,2006
              
              2005(Restated)Cash
                  flow from operating activities:Net
                  income (loss)
              
              $
              (2,114,229
              )
              $
              (853,040
              )Adjustments
                  to reconcile net income tonet
                  cash provided (used) by operating activities:Accrued
                  interest income
              
              
              (170,951
              )
              
              (5,154
              )Changes
                  in operating assets and liabilities:Prepaid
                  insurance
              
              
              (25,833
              )
              
              (85,000
              )Deferred
                  tax asset
              
              
              -
              
              
              (93,300
              )Accrued
                  expenses
              
              
              19,121
              
              
              (29,282
              )Income
                  taxes payable
              
              
              -
              
              
              18,400Net
                  cash provided (used) by operating activities
              
              
              (2,291,892
              )
              
              (1,047,376
              )Cash
                  flows from investing activities:Advance
                  to Versatile Consulting LLC
              
              
              (250,000
              )
              
              -Collection
                  on Intercompany Claim
              
              
              10,000,000
              
              
              1,663,644Receipt
                  of state refund - net (see note 3)
              
              
              62,880
              
              
              168,731Collections
                  on account receivable Capital Lending Strategies, LLC
              
              
              27,594
              
              
              40,159Net
                  cash provided (used) by investing activities
              
              
              9,840,474
              
              
              1,872,534Cash
                  flows from financing activities - dividends paid
              
              
              (3,618,864
              )
              
              -Net
                  increase/(decrease) in cash
              
              
              3,929,718
              
              
              825,158Cash
                  at the beginning of the period
              
              
              1,304,394
              
              
              460,311Cash
                  at the end of the period
              
              $
              5,234,112
              
              $
              1,285,469Supplemental
                  disclosure of cash flow information:Cash
                  paid for:Interest
              
              $
              -
              
              $
              924Taxes
              
              $
              -
              
              $
              19,600Non-cash
                  items:Issuance
                  of stock on conversion of Certificated Interests
              
              $
              29,050
              
              $
              10,000Increase
                  in claim on bankruptcy valuation
              
              $
              7,046,867
              
              $
              -





The
      accompanying notes are an integral part of these financial
      statements.


-3-
 
 FIRSTPLUS
        Financial Group, Inc.
 Notes
        to
        Consolidated Financial Statements


Note
      1.   Basis
      of
      Presentation





The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      of
      America for interim financial information. In the opinion of management, such
      statements include all adjustments consisting only of normal, recurring
      adjustments necessary for a fair presentation of the Company’s financial
      position, results of operations and cash flows at the dates and for the periods
      indicated. Pursuant to accounting requirements of the Securities and Exchange
      Commission (the “SEC”) applicable to Quarterly Reports on Form 10-QSB, the
      accompanying financial statements do not include all disclosures required by
      accounting principles generally accepted in the United States of America for
      audited financial statements. While the Company believes that the disclosures
      presented are adequate to make the information not misleading, these financial
      statements should be read in conjunction with the financial statements and
      related notes for the year ended December 31, 2005 which are contained in the
      Company’s Annual Report on Form 10-KSB. The results for the nine month period
      ended September 30, 2006 are not necessarily indicative of the results to be
      expected for the full fiscal year.





Note
      2.   Organization
      and Business





FIRSTPLUS
      Financial Group, Inc. ("FPFG") (together with its subsidiaries, the "Company")
      was a specialized consumer finance company that originated, purchased, serviced
      and sold consumer finance receivables. The Company's principal loan product
      was
      a debt consolidation or home improvement loan secured by a second lien on real
      property ("High LTV Loans"). The Company sold substantially all of its High
      LTV
      Loans through its securitization program and retained rights to service those
      loans.





The
      Company's operations required continued access to financing sources. The
      Company's primary operating cash requirements included the funding of (i) loan
      originations, (ii) reserve accounts, overcollateralization requirements, fees
      and expenses incurred in connection with its securitization transactions, (iii)
      television, radio and direct mail advertising and other marketing and (iv)
      administrative and other operating expenses.





Due
      to
      numerous market factors beyond the Company’s control during the fourth quarter
      of 1998, the Company’s access to those financing sources was unavailable. As a
      result, the subsidiaries filed a bankruptcy petition under Chapter 11 of the
      Bankruptcy Code in 1999. As part of the plan of reorganization accepted by
      the
      bankruptcy court on April 7, 2000, holders
      of the Company's 7.25% Convertible Subordinated Notes Due 2003 received
      a Certificated Interest representing Obligations under the plan of
      reorganization. FPFG also retained an unsecured interest in monies that it
      had
      advanced to its subsidiaries. As payments are made from the former subsidiaries
      to the
      creditor trust which administers the bankruptcy estate (the “Creditor
      Trust”) ,
      the
      Obligations to the Certificated Interests are paid by
      the
      Creditor Trust .





As
      the
      settlor and sole beneficiary of the FIRSTPLUS Financial Group Grantor
      Residual Trust (the "Grantor Trust"), the Company has treated the Grantor Trust
      as a variable interest entity in accordance with accounting pronouncement
      FIN46(R). Accordingly, the Company has consolidated the entity and eliminated
      all intercompany transactions. (See note 7.)





In
      March
      2006, the Company made an advance of $250,000 to Versatile Consulting, LLC
      (“Versatile”), secured by a contract between a partnership, for which Versatile
      is the managing general partner, and a third party supplier of storage units.
      The advance bears interest at the prime rate of interest as established by
      the *Wall
      Street Journal* plus
      3.5%. Under the terms of the agreement, the Company will receive a factoring
      commission of 2% of each contracted account and an additional discount of 3.5%
      over the maximum prime rate quoted in ** the *Wall
      Street Journal* adjusted
      weekly. The Company has also retained a non-expiring option, the terms of which
      have not been finalized to purchase the 51% controlling partnership interest
      from Versatile.





-4-
 FIRSTPLUS
          Financial Group, Inc.
 Notes
          to
          Consolidated Financial Statements


Note
      3.   Explanatory
      Note to Restatement of Certain Prior Year Amounts





In
      this
      filing, the Company restated
      certain amounts and disclosures previously reported as of and for the three-
      and
      nine-month periods ended September 30, 2005. These restatements affected: other
      income, certain disclosures on the accompanying statement of cash flows, and
      certain disclosures in the footnotes to the unaudited financial statements.
      The
      Company inserted the word “ restated”
      above tabular information that has been restated. The
      following items are restated:





1. Other
      income-state tax refund net was restated by $168,731 for the three-month and
      nine-month period ended September 30, 2005, to reflect net proceeds remitted
      to
      the state of Texas prior to the quasi-reorganization. The funds were returned
      to
      the Company during 2005. The Company has treated the return as an adjustment
      to
      additional paid in capital in connection with the
      reorganization.





2. The
      unaudited statement of cash flows for the nine-month period ended September
      30,
      2005, was restated to reflect the receipt of funds described above.





Note
      4.   Concentration
      of Credit Risk





FPFG
      at
      times during operations has cash deposits that exceed $100,000 in one account
      in
      individual banks. The Federal Deposit Insurance Corporation (FDIC) insures
      only
      the first $100,000 of funds at member banks. FPFG has not incurred losses
      related to its cash.





Note
      5.   Income
      Taxes





Deferred
      taxes are recognized for net operating losses that are available for carryback
      to offset prior taxable income. Based on the September 30, 2006 loss, FPFG
      will
      have a net operating loss carryforward available of approximately $3,500,000.
      A
      valuation allowance is provided against the deferred tax asset for future
      taxable income as realization is uncertain.





Income
      tax benefit is recorded net of any penalties and interest.





Note
      6.   Quasi-reorganization





The
      Company’s Board of Directors approved a plan to affect a quasi-reorganization
      effective December 31, 2002. A quasi-reorganization is an accounting procedure
      that eliminates an accumulated deficit in retained earnings and permits a
      company to proceed on much the same basis as if it had been legally reorganized.
      A quasi-reorganization involves adjusting a company’s assets and liabilities to
      their fair values. Any remaining deficit in retained earnings is then eliminated
      by a transfer of amounts from paid-in capital and capital stock, if necessary,
      giving a company a “fresh start” and a zero balance in retained
      earnings.





Note
      7.   Other
      Assets





FPFG
      retains a claim against the bankruptcy estate of its former subsidiaries for
      monies advanced to them. On January 20, 2006, the bankruptcy trustee remitted
      $9,523,451 to the Dallas County District Clerk designated for partial payment
      of
      that claim. In March 2006, another $1,742,552 was submitted to the Dallas County
      District Clerk and $723,323 was set aside for the benefit of FPFG. In October
      2006, another $7,121,867 was set aside by the bankruptcy trustee bringing the
      aggregate amount of funds designated for the benefit of FPFG to $19,111,193.
      On
      May 30, 2006 the District Court released to the Grantor Trust $10,000,000.
      Neither FPFG, nor the bankruptcy trustee, can estimate the amount or timing
      of
      any future payments. In addition, FPFG has booked a valuation reserve of
      $1,050,885 against the remaining amount set aside for potential creditor claims
      against FPFG. (See Note 8 and 13.)





-5-
 FIRSTPLUS
            Financial Group, Inc.
 Notes
            to
            Consolidated Financial Statements


The
      funds
      placed with the Dallas County District Clerk have been invested in 30-day U.S.
      Treasury Bills with an automatic renewal policy. The Treasury Bills currently
      earn an interest rate of 4.0% per annum and have accrued $155,180 as of
      September 30, 2006. Because the funds are not readily accessible to the Company
      due to the Grantor Trust Litigation, the Company did not consider the funds
      to
      be cash or cash equivalents as of September 30, 2006. (See Note
      13.)





FPFG
      owns
      a minority equity interest in Capital Lending Strategies, LLC (“CLS”). During
      2004, it sold approximately 60% of its holdings, retaining the interest assigned
      on behalf of the claimants in the class action lawsuit, in CLS for $796,580
      which provided FPFG’s working capital. The investment (less than 20%) is
      recorded on the books at the cost basis of $71,150.





Note
      8.   Commitments
      and Contingencies





The
      Company entered into agreements with various parties regarding the assignment
      of
      a portion of the Intercompany Claim in connection with the bankruptcy filing
      of
      its subsidiary FIRSTPLUS Financial, Inc. (FPFI) in order to satisfy some of
      FPFG’s obligations. FPFG has recorded a valuation allowance of $1,050,885 for
      potential claims arising from creditors of FPFG and its former subsidiaries.
      FPFG has recorded an allowance since any claim would be dependent on the receipt
      of funds from the bankruptcy estate of FPFG’s former subsidiaries. The Company
      has recorded a contingent liability of $2,039,115 based on the funds received
      by
      the Grantor Trust from the FPFI Creditor Trust. No creditors have initiated
      a
      claim against FPFG.





In
      October 2005, FPFG entered into a contract with Versatile Consulting, LLC to
      provide services in identifying and acquiring an operating entity in the
      financial services sector. The contract was for a period of twelve months and
      requires payments of $10,000 per month. In July 2006, both parties agreed to
      terminate the contract.





Note
      9.   Stockholders’
      Equity





Holders
      of the Company's 7.25% Convertible Subordinated Notes Due 2003 ( amended
      by a supplemental indenture entered into by the Company and the trustee for
      the
      notes pursuant to a plan
      of reorganization under Chapter 11 of the Bankruptcy Code dated April 7, 2000)
      received a Certificated Interest payable from residual funds of the subsidiaries
      after the secured interests have been paid. Two of the former noteholders
      received rights to convert a portion of their Certificated Interests into shares
      of the FPFG's common stock. On August 3, 2006, the remaining Certificated
      Interest holder with conversion rights converted the balance of its conversion
      rights into 2,905,000 shares of the Company.





In
      addition, the Company has agreed not to issue any shares of its common stock
      prior to the initial distribution and for a period of one year following the
      distribution, to not issue any shares of its common stock equal to 30% of the
      then outstanding shares unless the Company obtains a fairness opinion with
      respect to such transaction.





In
      July
      2006, the Company instructed the Grantor Trust to make a distribution to holders
      of the Company’s common stock on a pro rata basis as of August 3, 2006, in an
      aggregate amount equal to fifty percent (50%) of the funds received, after
      reserves and expenses incurred on behalf of the trust, by the Grantor Trust
      from
      the registry of the court in the Grantor Trust Lawsuit in accordance with the
      Company’s Settlement Agreement with Danford L. Martin, individually, on behalf
      of the FPFX Shareholder Value Committee and the FPFX Steering Committee and
      as
      attorney-in-fact for all of the Petitioners in the Election Suit (as defined
      therein). The Company distributed $3,618,864. The Company has determined that
      the distribution was a return of capital since the Company did not have any
      current or accumulated earnings and profits.





Note
      10.   Director
      Stock Option Plan





The
      Company has stock options outstanding to participants under the 1995
      Non-Employee Director Plan to grant options to members of the Board of Directors
      who are not employees of the Company or its subsidiaries on the date they become
      a director. No options under the 1995 Employee Option Plan may be exercised
      more
      than ten years from the date of grant.


-6-
 FIRSTPLUS
            Financial Group, Inc.
 Notes
            to
            Consolidated Financial Statements








Each
      of
      the four directors holds options, exercisable at $0.10 per option, for the
      issuance of 300,000 shares of common stock for an aggregate total of 1,200,000
      shares. Exercise of the options would have an anti-dilutive effect and therefore
      are not included in the earnings per share calculations.





Note
      11.   Related
      Party Transactions





The
      Company’s executive offices are shared with the facilities leased by Capital
      Lending Strategies, LLC, which incurs the cost and full responsibility of the
      lease. There is no formal agreement between the Company and Capital Lending
      Strategies, LLC with respect to the lease arrangement. Daniel T. Phillips,
      FPFG’s Director, is a Manager and Member of Capital Lending Strategies,
      LLC.





The
      Company has loaned to Capital Lending Strategies, LLC approximately $275,000.
      The loan balance at September 30, 2006 was $90,192. The line of credit bears
      interest at the prime rate of interest as established by the *Wall
      Street Journal* plus 1%
      and matures on the second anniversary of any advance on the line of
      credit.





FPFG
      has
      a liability insurance policy with American Financial Services covering its
      directors and officers. The total premium for the policy is $77,500. Dexter
      & Company was the broker for the policy. John R. Fitzgerald, FPFG’s
      Director, is Executive Vice President of Dexter & Company.





Note
      12.  Recent
      Accounting Pronouncements





In
      May
      2005, the Financial Accounting Standards Board (“FASB”) issued SFAS 154,
      "Accounting Changes and Error Corrections, a replacement of APB Opinion No.
      20
      and FASB Statement No. 3". This statement provides guidance on the accounting
      for and reporting of accounting changes and error corrections. It establishes,
      unless impracticable, retrospective application as the required method for
      reporting a change in accounting principle in the absence of explicit transition
      requirements specific to the newly adopted accounting principle. This statement
      also provides guidance for determining whether retrospective application of
      a
      change in accounting principle is impracticable and for reporting a change
      when
      retrospective application is impracticable. SFAS 154 is effective for accounting
      changes and correction of errors made in fiscal years beginning after December
      15, 2005. The Company does not anticipate any material impact on its financial
      statements from the adoption of SFAS 154 since it currently does not anticipate
      any voluntary changes to its accounting policies.





In
      June
      2006, FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes” (“FIN 48”), an interpretation of Statement of Financial Accounting
      Standards No. 109, Accounting for Income Taxes. FIN 48 clarifies the accounting
      for uncertainty in income taxes recognized in a company's financial statements
      and prescribes a recognition threshold and measurement process for financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax return. FIN 48 also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition and will become effective for the Company for fiscal
      years beginning after December 15, 2006. The Company has not yet determined
      the
      effect of FIN 48 on its financial position, operations or cash
      flows.





Note
      13.   Subsequent
      Events





On
      October 20, 2006, the bankruptcy trustee set aside $7,121,867 for the benefit
      of
      FPFG bringing the aggregate balance held by the trustee to $7,845,190.





On
      November 3, 2006, the Company formed Olé Auto Group,
      Inc.,
      formerly known as FIRSTPLUS Auto Group, Inc., to acquire a pool of motor vehicle
      retail installment sale contracts and security agreeements. The details of
      the
      transaction are incorporated by reference to the Form 8-K filed by the Company
      on November 9, 2006.





On
      November 8, 2006, the Dallas County District Clerk’s office released the balance
      of the funds held by the District Clerk to the Grantor Trust. The Grantor Trust
      received $1,425,669.








-7-


**Item
      2.**  **Management’s
      Discussion and Analysis or Plan of Operation**





**General**





FIRSTPLUS
      Financial Group, Inc. (the “Company”) was a diversified consumer finance company
      that originated, serviced, and sold consumer finance receivables, primarily
      through its principal operating subsidiary, FIRSTPLUS Financial, Inc. (“FPFI”).
      The Company operated through FPFI and other various subsidiaries until 1998
      when
      macroeconomic factors adversely affected financial markets and largely destroyed
      the industry’s access to the capital markets. In March 1999, FPFI, and FIRSTPLUS
      Special Funding Corp., another wholly-owned subsidiary of the Company, filed
      for
      reorganization under Chapter 11 of the United States Bankruptcy Code. Neither
      the Company, nor any of its other subsidiaries, sought bankruptcy protection.





FPFI’s
      plan of reorganization was confirmed in April 2000 by the bankruptcy court
      and
      provided for the creation of the FPFI Creditor Trust (the “Creditor Trust”) to
      facilitate implementation of the plan of reorganization, to hold trust assets
      for the benefit of the beneficiaries, to resolve claims, to make distributions
      in accordance with the plan of reorganization and to provide various
      administrative services related to the Creditor Trust and the implementation
      of
      the plan of reorganization.





In
      the
      plan of reorganization, the Company received the FPFG Intercompany Claim as
      a
      general unsecured claim defined in the plan of reorganization to be in an amount
      that was not to be less than $50 million. By being a holder of the FPFG
      Intercompany Claim, the Company became a beneficiary of the Creditor Trust.
      Under the plan of reorganization, the Company would only receive distributions
      as a beneficiary of the Creditor Trust from payments on the FPFG Intercompany
      Claim based on a previous series of securitized loan pools that had been sold
      in
      the marketplace.





The
      stock
      of FPFI was transferred to a voting trust whereby the voting trust would have
      the sole power to hold and vote the stock. As a result, the Company has no
      interest in FPFI or the Creditor Trust’s assets other than its interest in the
      FPFI Intercompany Claim. The Company has no operations with respect to, or
      any
      ownership in or control over, the securitized loans.





The
      Company’s management has withstood the pressure from creditors and avoided
      bankruptcy primarily by assigning portions of the FPFG Intercompany Claim to
      various creditors. In 2002, the Company as sole settlor and sole beneficiary
      established the FIRSTPLUS Financial Group, Inc. Grantor Residual Trust (the
      “Grantor Trust”) and assigned to the Grantor Trust the Company’s remaining
      interest in the FPFG Intercompany Claim.





In
      May
      2006, over the objections of George Davis, the court in the lawsuit
      styled *FIRSTPLUS Financial Group, Inc., Michael Montgomery, Jack Draper and The
      FIRSTPLUS Financial Group Grantor Residual Trust v. George T. Davis and The
      FPFI
      Creditor Trust* ;
      Civil
      Action No. 05-02962; in the 298th District Court of Dallas County, Texas (the
      “Grantor Trust Lawsuit”), authorized the release of $10 million of funds
      previously interplead with the court to the Grantor Trust. The Grantor Trust
      received the funds on May 30, 2006.





In
      July
      2006, the Company instructed the Grantor Trust to make a distribution to holders
      of the Company’s common stock on a pro rata basis in an aggregate amount equal
      to fifty percent (50%) of the funds received by the Grantor Trust from the
      registry of the court in the Grantor Trust Lawsuit in accordance with the
      Company’s Settlement Agreement with Danford L. Martin, individually, on behalf
      of the FPFX Shareholder Value Committee and the FPFX Steering Committee and
      as
      attorney-in-fact for all of the Petitioners in the Election Suit (as defined
      therein) (the “Settlement Agreement”). The
      Grantor Trust made the distribution to shareholders in August 2006. The Grantor
      Trust also distributed to the Company approximately $3.6 million. Each
      distribution was based on the amount of the funds received by the Grantor Trust
      from the registry of the court in the lawsuit reduced by amounts reserved by
      the
      Grantor Trust on account of previous assignments by the Company prior to the
      creation of the Grantor Trust and various Grantor Trust expenses or reserves
      for
      Grantor Trust expenses.  The
      Company does not believe it will have to raise additional funds in the next
      twelve months.


-8-





In
      October 2006, the parties to the Grantor Trust Lawsuit entered into a settlement
      agreement to resolve all claims and disputes between them. The Company agreed
      to
      pay $55,000 to Mr. Davis, and, effective upon entry of a dismissal order by
      the
      court, Mr. Davis has agreed to resign as a trustee of the Grantor Trust and
      relinquish any claim that he is a trustee of the Grantor Trust retroactive
      to
      June 30, 2005. The parties granted mutual releases to each other. The
      Grantor Trust has received the remaining funds that had been held in the
      registry of the court in the amount of approximately $1.4 million.





**Strategic
      Plan**





The
      Company has maintained that one of its strategies has been to create value
      in
      the Company so that its prospects are enhanced for the future. The Company
      has
      been active in seeking a platform for operations and has pursued several
      opportunities; however, prior opportunities were abandoned when the transactions
      did not meet the expectations of the Company after further examination and
      the
      Company learned of opposition to those transactions by certain shareholders.
      The
      Company continues to review the marketplace and its strategic plan. The areas
      for opportunity may include buying an existing company, merging with an existing
      concern or entering into a joint venture. In recent years, the financial
      services industry has seen substantial growth and the Company believes that
      this
      trend will continue, and the Company is currently investigating opportunities
      in
      the automobile consumer finance industry.





On
      February 28, 2006, the Company entered into a factoring agreement with Signs
      For
      Life LLC (“Signs”) which provides for the Company to purchase accounts arising
      out sales of merchandise or services rendered by Signs that the Company approves
      for purchase. The Company will receive a factoring commission of 2% and discount
      over the purchase price of the accounts of 3.5% per annum over the prime rate
      quoted in the Wall Street Journal, plus additional fees based on the difference
      between the amounts outstanding under the accounts and the amounts in a reserve
      account established under the agreement.





Versatile
      Financial Technology LLC (“Versatile”) has also agreed to grant to the Company
      an option to acquire its 51% interest in Signs and a right of first refusal
      to
      acquire its interest in Signs. The Company and Versatile have not finalized
      the
      terms of the option or right of first refusal.





Over
      the
      past several months the Company has been analyzing an opportunity to enter
      the
“buy here- pay here” auto finance industry. Based on this analysis, the Company
      has determined to make a concerted effort to enter this business, initially
      focusing on the Dallas and Fort Worth, Texas market. In November 2006, the
      Company formed Olé Auto Group, Inc. (“Olé Auto,” formerly known as FIRSTPLUS
      Auto Group, Inc.) in order to carry out this activity. Olé Auto has acquired a
      pool of motor vehicle retail installment sale contracts and security agreements
      (the “Notes”) from Pierce Auto Group. Pierce Auto Group is a sole
      proprietorship, of which Mr. Eddie Perkins is the principal. Mr. Perkins is
      co-President and a director of Olé Auto. The purchase price was $520,000, with a
      20% hold back for credit enhancement for the benefit of the Olé Auto. An initial
      payment of $208,000 was paid in November 2006. Under the purchase agreement,
      Olé
Auto will make a second installment payment of $208,000 on January 1, 2007.
      The
      initial hold back amount of $104,000 will be released to the Seller on a monthly
      basis when the cumulative collections on the notes is greater than the $630,000
      in the amount of cumulative collections on the notes in excess of
      $630,000.





**Forward-Looking
      Statements**





This
      report contains forward-looking statements within the meaning of the “safe
      harbor” provisions under Section 21E of the Securities Exchange Act of 1934, as
      amended, and the Private Securities Litigation Reform Act of 1995. The Company
      uses forward-looking statements in its description of its plans and objectives
      for future operations and assumptions underlying these plans and objectives,
      as
      well as in its expectations, assumptions, estimates and projections about the
      Company’s business and industry. These forward-looking statements involve risks
      and uncertainties. The Company’s actual results could differ materially from
      those anticipated in such forward-looking statements as a result of certain
      factors as more fully described in this report.


-9-








Forward-looking
      terminology includes the words “may”, “expects”, “believes”, “anticipates”,
“intends”, “projects” or similar terms, variations of such terms or the negative
      of such terms. These forward-looking statements are based upon the Company’s
      current expectations and are subject to factors and uncertainties which could
      cause actual results to differ materially from those described in such
      forward-looking statements. The Company expressly disclaims any obligation
      or
      undertaking to release publicly any updates or revisions to any forward-looking
      statements contained in this report to reflect any change in its expectations
      or
      any changes in events, conditions or circumstances on which any forward-looking
      statement is based.





-10-


**Item
      3.**  **Controls
      and Procedures**





The
      Company’s management, with the participation of its Principal Executive
      Officer/Principal Accounting Officer, has evaluated the effectiveness of its
      disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
      and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as
      of the end of the period covered by this report. Based on such evaluation,
      the
      Company’s Principal Executive Officer/Principal Accounting Officer have
      concluded that, as of the end of such period, the Company’s disclosure controls
      and procedures were not effective in recording, processing, summarizing and
      reporting, on a timely basis, information required to be disclosed by the
      Company in the reports that it files or submits under the Exchange Act.





Because
      the Company had been in a dormant capacity for the past several years, the
      Company had only one officer and employee as of September 30, 2006. The Company
      appointed two additional officers in November 2006, however, management’s
      assessment has concluded that, as of September 30, 2006, the Company’s shortage
      of personnel is not sufficient to constitute effective disclosure controls
      and
      procedures in light of the resources required for the functions described under
      Part I, Item 2, Plan of Operation, particularly if unforeseen circumstances
      arise, such as litigation.





There
      were no changes in the Company’s internal controls over financial reporting
      during the Company’s last fiscal quarter that have materially affected, or are
      reasonably likely to materially affect, the Company’s internal controls over
      financial reporting.








-11-


**PART
      II**  **Other
      Information**





**Item
      1.**  **Legal
      Proceedings**





None





**Item
      2.**   **Unregistered
      Sales of Equity Securities and Use of Proceeds**





None





**Item
      3.**   **Defaults
      Upon Senior Securities**





None





**Item
      4.**   **Submission
      of Matters to a Vote of Security Holders**





None





**Item
      5.**   **Other
      Information**





On
      November 15, 2006, the Company’s board of directors appointed Daniel T. Phillips
      as President and Chief Executive Officer, James Roundtree as Chief Financial
      Officer and Jack (J.D.) Draper as Executive Vice President. The Company intends
      to provide additional information regarding the appointments on a Current Report
      on Form 8-K within
      the prescribed period allowed by the rules relating to Form 8-K.





**Item
      6.**   **Exhibits**





Number
            
            Description10.1
            
            Asset
                Purchase Agreement,dated
                as of November 3, 2006, by and between FIRSTPLUS Auto Group, Inc.
                and
                Eddie Perkins31.1
            
            Certification
                of Principal Executive Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200231.2
            
            Certification
                of Principal Accounting Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                of Principal Executive Officer of Periodic Report Pursuant to Section
                906
                of Sarbanes-Oxley Act of 200232.2
            
            Certification
                of Principal Accounting Officer of Periodic Report Pursuant to Section
                906
                of Sarbanes-Oxley Act of 2002








-12-


**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Issuer caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





FIRSTPLUS
                Financial Group, Inc.Dated:
                November 20, 2006
            /s/
                Daniel T. PhillipsPresident
                and Chief Executive Officer(Principal
                Executive Officer)Dated:
                November 20, 2006
            /s/
                James RoundtreeChief
                Financial Officer(Principal
                Accounting Officer)





-13-


**EXHIBIT
      INDEX**





Number
            
            Description10.1
            
            Asset
                Purchase Agreement,dated
                as of November 3, 2006, by and between FIRSTPLUS Auto Group, Inc.
                and
                Eddie Perkins31.1
            
            Certification
                of Principal Executive Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200231.2
            
            Certification
                of Principal Accounting Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                of Principal Executive Officer of Periodic Report Pursuant to Section
                906
                of Sarbanes-Oxley Act of 200232.2
            
            Certification
                of Principal Accounting Officer of Periodic Report Pursuant to Section
                906
                of Sarbanes-Oxley Act of 2002





-14-