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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended: March 31, 2008
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from  to
 Commission File Number: 001-13753
 FIRSTPLUS FINANCIAL GROUP, INC.
 (Exact name of small business issuer as specified in its charter)
 Nevada(State or other jurisdiction of 
incorporation or organization)
    
    75-2561085
(IRS Employer Identification No.)122 W. John Carpenter Freeway, Suite 450,
Irving Texas
(Address of principal executive offices)
    
    75039
(Zip code)
 Registrants telephone number: (214) 717-7969
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
  61,095,090 shares of common stock issued and outstanding as of May 1, 2008
 o þ




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TABLE OF CONTENTS
 Page No.NOTE CONCERNING FORWARD-LOOKING INFORMATIONPART I: FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007Consolidated Statements of Operations for the Three-Month Periods Ended March 31, 2008 and 2007Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31, 2008 and 2007Consolidated Statements of Changes in Shareholders EquityNotes to Consolidated Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 4T. Controls and ProceduresPART II: OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 6. ExhibitsSIGNATURESEXHIBIT INDEXStock Purchase AgreementResignation Letter of Joseph StewardCertification of Principal Executive Officer Pursuant to Section 302(a)Certification of Principal Financial Officer Pursuant to Section 302(a)Certification of Principal Executive Officer Pursuant to Section 906Certification of Principal Financial Officer Pursuant to Section 906




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NOTE CONCERNING FORWARD-LOOKING INFORMATION
  
 PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements




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FIRSTPLUS
FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
 (Unaudited)March
    
    
    December31, 2008
    
    
    31, 2007ASSETS:Cash and cash equivalents
    
    $
    1,187,349
    
    
    $
    2,615,260Accounts receivable, net of allowances
    
    
    1,356,405
    
    
    
    3,441,208Other receivables, factors
    
    
    0
    
    
    
    558,864Inventory
    
    
    145,017
    
    
    
    612,341Prepaid expenses
    
    
    655,429
    
    
    
    273,637Tax refund receivable
    
    
    16,000
    
    
    
    16,000Total current assets
    
    
    3,360,200
    
    
    
    7,517,310Land
    
    
    0
    
    
    
    1,040,000Property and equipment (net of accumulated depreciation of $220,114 and
$155,274)
    
    
    2,910,316
    
    
    
    3,681,048Notes receivable
    
    
    6,545
    
    
    
    347,316Notes receivable  Stalwart Enterprises, Inc.
    
    
    3,200,000
    
    
    
    Security deposits
    
    
    112,000
    
    
    
    71,117Advance  Home Loan Advisors
    
    
    464,188
    
    
    
    70,000Employee advances
    
    
    31,206
    
    
    
    31,206Goodwill
    
    
    5,923,541
    
    
    
    5,447,998Licenses and trademarks, net of accumulated amortization of $3,113 and $3,110
    
    
    36,205
    
    
    
    35,625Deferred tax asset
    
    
    1,379,315
    
    
    
    1,379,315Total assets
    
    $
    17,423,516
    
    
    $
    19,620,935LIABILITIES AND STOCKHOLDERS EQUITY:Line of credit
    
    $
    1,000,000
    
    
    $
    1,000,000Accounts payable
    
    
    923,434
    
    
    
    298,069Accrued expenses
    
    
    331,587
    
    
    
    1,000,239Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    148,596
    
    
    
    90,994Deferred revenue
    
    
    37,569
    
    
    
    44,261Notes payable
    
    
    1,192,197
    
    
    
    720,000Total current liabilities
    
    
    3,633,383
    
    
    
    3,153,563Commitments and contingencies
    
    
    0
    
    
    
    0Stockholders equity:Common stock, $.01 par value, 101,000,000 shares authorized; 49,845,100 and
49,845,100 shares issued and outstanding at March 31, 2008 and 2007
    
    
    498,451
    
    
    
    498,451Additional paid in capital
    
    
    17,574,354
    
    
    
    17,574,354Retained earnings (deficit) since December 31, 2002 when a deficit of
$312,527,864 was eliminated in connection with a quasi-reorganization
    
    
    (4,282,672
    )
    
    
    (1,605,433
    )Total stockholders equity
    
    
    13,790,133
    
    
    
    16,467,372Total liabilities and stockholders equity
    
    $
    17,423,516
    
    
    $
    19,620,935




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FIRSTPLUS
FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 For the Three Months EndedDecember 31,2008
    
    
    2007Revenues
    
    $
    1,341,814
    
    
    $
    1,430,783Cost of goods sold
    
    
    912,426
    
    
    
    952,499Gross profit
    
    
    429,388
    
    
    
    478,284Operating expenses:General and administrative
    
    
    3,873,846
    
    
    
    742,608Total operating expenses
    
    
    3,873,846
    
    
    
    742,324Operating loss
    
    
    (3,444,458
    )
    
    
    (264,324
    )Non-operating income/(loss):Gain on sale of Ole` Auto Group, Inc.
    
    
    1,082,888
    
    
    
    0Discounts on sale of notes
    
    
    (51,590
    )
    
    
    0Loss on sale of real estate
    
    
    (251,601
    )
    
    
    0Interest, net
    
    
    (12,478
    )
    
    
    183,265Professional fees and other costs for acquisitions
    
    
    0
    
    
    
    0Loss before provision for income taxes
    
    
    (2,677,239
    )
    
    
    (81,059
    )Provision for income taxes/(benefit)
    
    
    
    
    
    
    Net (loss)
    
    $
    (2,677,239
    )
    
    $
    (81,059
    )Earnings (loss) per share
    
    $
    (0.05
    )
    
    $
    Weighted average of common shares outstanding
    
    
    49,845,100
    
    
    
    48,245,090




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FIRSTPLUS FINANCIAL GROUP, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 For the Three Months EndedMarch 31,2008
    
    
    2007Cash flows from operating activities:Net income (loss)
    
    $
    (2,677,239
    )
    
    $
    (3,097,441
    )Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:Allowance for bad debts
    
    
    84,209
    
    
    
    0Deferred income taxes
    
    
    0
    
    
    
    93,300Depreciation and amortization
    
    
    97,668
    
    
    
    717Stock based compensation
    
    
    0
    
    
    
    3,616Loss on Versatile Consulting LLC (see note 4)
    
    
    0
    
    
    
    466,701Loss on sale
of real estate
    
    
    251,601
    
    
    
    0Gain on sale
of Olé Auto Group, Inc.
    
    
    (1,082,888
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    1,596,381
    
    
    
    0Other receivables, factors
    
    
    558,864
    
    
    
    0Inventory
    
    
    467,324
    
    
    
    (566,145
    )Prepaid expenses
    
    
    (381,792
    )
    
    
    (29,643
    )Security deposits
    
    
    (40,883
    )
    
    
    (23,000
    )Notes receivable
    
    
    (340,771
    )
    
    
    (481,473
    )Advances  Home Loan Advisors
    
    
    (394,188
    )
    
    
    0Accounts payable
    
    
    640,262
    
    
    
    0Accrued expenses
    
    
    (668,652
    )
    
    
    10,529Income taxes payable
    
    
    0
    
    
    
    20,564Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    57,602
    
    
    
    0Deferred revenue
    
    
    (6,692
    )
    
    
    0Net cash used in operating activities
    
    
    (1,539,314
    )
    
    
    (3,695,575
    )Cash flows from investing activities:Collection on bankruptcy estate claim
    
    
    0
    
    
    
    16,029,933Commitment on bankruptcy estate claim
    
    
    0
    
    
    
    3,083,760Collections on line of credit Capital Lending Strategies LLC
    
    
    0
    
    
    
    35,443Purchase of fixed assets
    
    
    (723,610
    )
    
    
    (25,294
    )Sale of land
    
    
    (788,399
    )
    
    
    0Purchase of licenses and trademarks
    
    
    (583
    )
    
    
    0Acquisition of Premier Group, LLC
    
    
    (425,000
    )
    
    
    0Receipt of state refund  net
    
    
    0
    
    
    
    62,881Versatile Consulting, LLC
    
    
    0
    
    
    
    (466,701
    )Net cash provided by (used in) investing activities
    
    
    (360,794
    )
    
    
    18,720,022




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FIRSTPLUS FINANCIAL GROUP, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 For the Three Months EndedMarch 31,2008
    
    
    2007Cash flows from financing activities:Note Payable  Individual
    
    
    200,000
    
    
    
    0Note Payable  AGPA Aquisition
    
    
    62,599
    
    
    
    312,000Note payable  American Insurance Acquisition
    
    
    60,000
    
    
    
    312,000Note payable  Building
    
    
    266,000
    
    
    
    0Repayment of Notes Payable
    
    
    (116,402
    )
    
    
    0Dividends paid
    
    
    
    
    
    
    (3,618,864
    )Net cash provided by (used in) financing activities
    
    
    472,197
    
    
    
    (3,306,864
    )Net increase (decrease) in cash
    
    
    (1,427,911
    )
    
    
    11,717,583Cash at the beginning of the year
    
    
    2,615,260
    
    
    
    1,304,395Cash at the end of the year
    
    $
    1,187,349
    
    
    $
    13,021,978Supplemental disclosure of cash flow information:Cash paid for:Interest
    
    $
    12,478
    
    
    $
    1,289Taxes
    
    $
    0
    
    
    $
    19,600Non-cash investing and financing activities:Purchase of Premier Group, LLC for stock
    
    $
    1,000,000
    
    
    
    0Sale of Olé Auto Group, Inc. for note receivable
    
    $
    3,200,000
    
    
    $
    0




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Managements Discussion and Analysis or Plan of Operation.
 The following discussion of results of operations and financial condition is based upon, and
should be read in conjunction with, our consolidated financial statements and accompanying notes
thereto included elsewhere herein.
 Overview
   Rutgers Investment




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FirstPlus Enterprises
   Olé Auto Group
  FirstPlus Restoration
     FirstPlus Facility




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FirstPlus Restoration & Facility (FirstPlus R&F)
    FirstPlus Development




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FirstPlus Acquisitions-1, Inc.
  The Premier Group, LLC
 g
 RESULTS OF OPERATIONS
 Three months ended March 31, 2008
  REVENUES
  GROSS PROFIT (LOSS)
  OPERATING EXPENSES




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OTHER INCOME (EXPENSE), NET
  INVENTORY
  LIQUIDITY AND CAPITAL RESOURCES




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ENTRY INTO NEW BUSINESSES
  OFF-BALANCE SHEET ARRANGEMENTS
  RISK FACTORS
  CRITICAL ACCOUNTING POLICIES
 Principles of Consolidation:
  Goodwill and Other Intangibles:
   Managements Estimates:




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Item 4T. Controls and Procedures
    Managements Report on Internal Control over Financial Reporting




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Item 8B. Other Information.
  
 PART II  OTHER INFORMATION
 
 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.
   
 Item 5. Other Information
  
 Item 6. Exhibits.
  
 SIGNATURES
  FIRST PLUS FINANCIAL GROUP, INC.Date: May 20, 2008
    By:
    /s/ John MaxwellJohn MaxwellChief Executive Officer and Chairman of
the Board of DirectorsDate: May 20, 2008
    By:
    /s/ William HandleyWilliam HandleyVice President and Chief Financial Officer




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EXHIBIT INDEX
 Exhibit No.
    
    Description2.1
    
    Modified Third Amended Plan of Reorganization of FirstPlus Financial, Inc. (2)2.2
    
    Trust Agreement for the FPFI Creditor Trust (2)3.1
    
    Amended and Restated Articles of Incorporation, as amended (2)4.1
    
    Second Amended and Restated Bylaws (2)4.1.1
    
    Rights Agreement, dated as of May 20, 1998, between FirstPlus Financial Group, Inc. and
ChaseMellon Shareholder Services, L.L.C. (1)4.1.2
    
    First Amendment to Rights Agreement, dated as of October 25, 2001, between FirstPlus Financial
Group, Inc. and Mellon Investor Services LLC (2)4.1.3
    
    Second Amendment to Rights Agreement, dated as of June 27, 2002, between FirstPlus Financial
Group, Inc. and Mellon Investor Services LLC (2)4.2
    
    Certificate of Designation of Series C Junior Participating Preferred Stock (1)10.1
    
    FirstPlus Financial Group, Inc. Grantor Residual Trust Agreement, dated July 15, 2002 (2)10.2
    
    Asset Purchase Agreement dated July 23, 2007, by and among Rutgers Investment Group,
LLC, Learned Associates of North America, LLC, Seven Hills Management, LLC, Peter S.
Fox and Rutgers Investment Group, Inc.(3)10.3
    
    Agreement for Purchase And Sale of Membership Interests dated July 30, 2007, by and among
Globalnet Enterprises, LLC and its members, to wit: Learned Associates of North
America, LLC, Seven Hills Management, LLC, Diversified Development LLC and Ajax Baron, LLC
on the one hand and FirstPlus Enterprises, Inc. and FirstPlus Development Company on the
other hand.(4)10.4
    
    Non-negotiable Promissory Note, dated as of July 30 2007, made by FirstPlus Enterprises,
Inc. and FirstPlus Development Company, with FirstPlus Financial Group, Inc. as
guarantor, in favor of Globalnet Enterprises, LLC in the amount of one million,
four hundred ninety five thousand dollars.(4)10.5*
    
    Stock Purchase Agreement, effective as of March 31, 2008, by and between FirstPlus Enterprises,
Stalwart Enterprises, Inc. for the purchase by Stalwart Enterprises, Inc. of all of the
outstanding capital stock of the Olé Auto Group, Inc.17*
    
    Resignation Letter of Joseph
Steward dated May 19, 2008.




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Exhibit No.
    
    Description31.1*
    
    Certification of Principal Executive Officer pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 200231.2*
    
    Certification of Principal Financial 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 Financial Officer of Periodic Report Pursuant to Section 906 of Sarbanes-Oxley Act of
2002
 
 *
    
    Filed Herewith(1)
    
    Incorporated by reference to the exhibits included with our Current Report on Form 8-K
filed as of May 29, 1998.(2)
    
    Incorporated by reference to the exhibits included with our Current Report on Form 10-KSB
for the year ended December 31, 2004.(3)
    
    Incorporated by reference to the exhibits included with our Current Report on Form
8-K filed as of July 24, 2007.(4)
    
    Incorporated by reference to the exhibits included with our Current Report on Form
8-K filed as of August 2, 2007.