UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark
One) x
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 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

75-2561085(State or other jurisdiction of
incorporation or organization)

(IRS
Employer Identification No.)4285
SW Martin Highway, Palm City, FL

34990(Address of principal executive offices)

(Zip
code) Registrants telephone number: (772) 221-4806  122 West John
Carpenter Freeway, Suite 450 Irving, Texas 75039_ (972) 717 7969(Former name, former address and former fiscal year, if changed since
last report)  Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act Large
accelerated filer  o    Accelerated filer o   Non-accelerated filer o(Do not check if a smaller reporting company)
            Smaller
reporting company   x 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 State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: 61,095,090 shares of common stock issued and outstanding as of
August 1, 2008 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.  _____________________________________________________________________________     TABLE OF CONTENTS  Page No.NOTE CONCERNING FORWARD-LOOKING INFORMATIONPART I: FINANCIAL INFORMATIONItem 1. Financial Statements
(unaudited)Consolidated Balance Sheets as of June 30, 2008 and
December 31, 2007

1Consolidated Statements of Operations for the Three-Month
Periods Ended June 30, 2008 and 2007

2Consolidated Statements of Cash Flows for the Three-Month
Periods Ended June 30, 2008 and 2007

3-4Notes to Consolidated Financial Statements

5-11Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

12-17Item 4T.  Controls and Procedures

17PART II: OTHER INFORMATIONItem 2. Unregistered
Sales of Equity Securities and Use of Proceeds

18Item 6.  Exhibits

19SIGNATURES

20-22EXHIBIT INDEX     FIRSTPLUS Financial Group, Inc. Consolidated Balance Sheets (Unaudited)
June 30,
2008
December 31, 2007ASSETSCash and cash
equivalents
$1,126,289
$2,615,260Accounts
receivable net of allowances
1,344,584
3,441,208Other
receivables, factors

558,864Inventory
6,421
612,341Prepaid
expenses
592,015
273,637Tax refund
receivable
16,000
16,000Total
current assets
3,085,309
7,517,310Land
-
1,040,000Property and
equipment (net of accumulated
depreciation of
$229,904 and $155,274)
2,907,566
3,681,048Notes
receivable
3,192,047
347,316Security
deposits
12,000
71,117Advances
564,949
70,000Employee
advances
31,206
31,206Goodwill
4,194,530
5,447,998Licenses and
trademarks (net of accumulated amortization
of $3,115 and
$3,110)
36,203
35,625Deposits
100,000
-Deferred tax
asset
1,379,315
1,379,315Total
assets
$15,503,125
$19,620,935LIABILITIES AND
STOCKHOLDERS' EQUITY:Line of
credit
$1,000,000
$1,000,000Accounts
payable
1,570,395
298,069Accrued
expenses
678,902
1,000,239Billings in
excess of costs and estimated earnings on uncompleted contracts
-
90,994Deferred
revenue
37,569
44,261Notes
payable
1,252,197
720,000Total
current liabilities
4,539,063
3,153,563Commitments and
contingencies
-
-Total
liabilities
4,539,063
3,153,563Stockholders'
equity:Common stock,
$.01 par value, 100,000,000 shares authorized; 61,095,100 and 49,845,100
shares issued and outstanding  June 30, 2008 and December 31, 2007,
respectively
610,951
498,451Additional paid
in capital
15,815,102
17,574,354Accumulated
deficit since December 31, 2002 when a deficit of $312,527,864 was
eliminated in connection with a quasi-reorganization
(5,461,991)
(1,605,433)Total
stockholders' equity
10,964,062
16,467,372Total
liabilities and stockholders' equity
$15,503,125
$19,620,935 The
accompanying notes are an integral part of the consolidated financial
statements       FIRSTPLUS Financial Group, Inc. Consolidated Statements of Operations (Unaudited)  For The
Three Months
Ended
June 30, 2008
For The
Three Months
Ended
June 30, 2007
For The
Six Months
Ended
June 30, 2008
For The
Six Months
Ended
June 30, 2007Revenues
$1,330,783
$4,770,312
$2,426,007
$6,201,095Cost of goods
sold
1,117,784
2,998,437
1,785,600
3,950,936Gross
profit
212,999
1,771,875
640,407
2,250,159Operating
expenses:General
and administrative
1,941,588
1,940,159
5,145,464
2,682,767Total
operating expenses
1,941,588
1,940,159
5,145,464
2,682,767Operating
income (loss)
(1,728,589)
(168,285)
(4,505,057)
(432,609)Non-operating
income:Impairment
of goodwill
(1,729,011)
-
(1,729,011)
-Gain
on Sale of Ole` Auto Group
-
-
1,082,888
-Loss
on Sale of Real Estate
-
-
(251,601)
-Other
income
41,681
-
41,681
-Note
discounts
(51,590)
-
(51,590)
-Interest,
net
(5,084)
114,349
(60,355)
297,614Income (loss)
before provision for income taxes
(3,472,593)
(53,936)
(5,473,044)
(134,995)Provision for
income taxes
-
-
-
-Net income
(loss)
$(3,472,593)
$(53,936)
$(5,473,044)
$(134,995)Earnings (loss)
per share
$ (0.06)
$(-)
$(0.10)
$(-)Weighted
average of common shares outstanding
61,095,100
48,245,090
54,203,423
48,245,090       The accompanying notes are an integral part of the consolidated
financial statements. FIRSTPLUS Financial Group, Inc. Consolidated Statements of Cash Flows (Unaudited) For the six
months ended June 30,
2008
2007Cash flow from operating activities:Net loss
$(5,473,044)
$(134,995)Adjustments to reconcile net loss to net
cash used in operating activities:Allowance for bad debts
(315,461)
726,469Depreciation
107,455
3,988Gain on Sale of Ole` Auto
Group
(1,082,888)
-Loss on sale of real
estate
251,601
-Impairment of goodwill
1,729,011
-Changes in operating assets and
liabilities:Accounts receivable
2,412,085
(4,805,435)Other receivables -
factors
558,864
-Inventory
605,920
(190,582)Prepaid expenses
(318,378)
(890,831)Advances
(494,949)
-Notes receivable
355,269
102,457Security deposits
59,117
(10,700)Accounts payable
1,272,326
41,978Income taxes payable
-
(23,809)Accrued expenses
(321,337)
535,460Billings in excess of costs and
estimated earnings
on contracts in
progress
(90,994)
-Deferred revenue
(6,692)Net cash used in operating
activities
(852,678)
(4,646,000)Cash flows from investing
activities:Purchase of property and
equipment
(242,806)
(702,435)Sale of land
1,040,000
-Sale of building
908,833
-Purchase of land
-
(1,040,000)Purchase of Premier Group
(425,000)
-Purchase of licenses and
trademarks
583
-Stalwart Note Receivable
3,200,000
-Sale of Ole` Auto Group
852,153Collection on bankruptcy estate
claim
-
2,341,761Commitment on bankruptcy estate
claim
-
366,240Collection on note receivable Capital
Lending Strategies, LLC
-
19,211Net cash provided by investing
activities
1,168,490
984,777      For the six
months ended June 30,
2008
2007Cash flows from financing
activities:Proceeds from notes
payable
1,132,197
-Repayment of notes payable
(600,000)
-Note payable - Ole` Auto
Group
-
(208,000)Additional paid in capital
-
7,232Net cash provided by (used in) financing
activities
532,197
(200,768)Net decreasein cash
$(1,488,971)
$(3,861,991)Cash at the beginning of the
period
$2,615,260
$13,021,978Cash at the end of the
period
$1,126,289
$9,159,987Supplemental disclosure of cash flow
information:Cash paid for:Interest
$
                -
$
                -Taxes
$
                 -
$
                 -     The
accompanying notes are an integral part of the consolidated financial
statements.  ______________________________________________________________________________         FIRSTPLUS FINANCIAL GROUP,
INC.Notes to the Consolidated Financial Statements 1. Description of the Company  The Company is a diversified
company that provides commercial loan, consumer lending, residential and
commercial restoration, facility (janitorial and maintenance) services,
insurance adjusting services, construction management services and a facilities
and restoration franchise business. Toward this end, the Company has made
several complementary acquisitions of businesses that are designed to create
value through synergy and enterprise-level expertise.  The Company has three
direct subsidiaries, Rutgers Investment Group, Inc. (Rutgers Investment),
FirstPlus Development Company (FirstPlus Development) and FirstPlus
Enterprises, Inc. (FirstPlus Enterprises). In turn, FirstPlus Enterprises,
Inc. has three of its own direct subsidiaries, FirstPlus Restoration Co., LLC
(FirstPlus Restoration), FirstPlus Facility Services Co., LLC (FirstPlus
Facility) and The Premier Group, LLC (The Premier Group). In turn, FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus Restoration &
Facility Services Company. Additionally, FirstPlus Development has one direct
subsidiary FirstPlus Acquisitions-1, Inc. The operational aspects of certain of
these subsidiaries are set forth below.  Rutgers
Investment  Managements focus on
Rutgers Investment has been to qualify Rutgers Investment in 48 states as a
mortgage banker. This process entails applying for mortgage banking licenses in
each of the 48 states and thereafter qualifying as a mortgage banker in the
particular state. Management anticipates that Rutgers Investment will be
qualified as a mortgage banker in approximately 15 states during the fourth
quarter of 2008. The remainder of this licensing process should be substantially
completed by year-end.  As state licensing is
completed, it is expected that commercial loans will include (term, bridge, real
estate, line of credit loans), financing (equipment, machinery, purchase order,
accounts receivable), sale-leasebacks of existing machinery, new leases, mergers
and leveraged buyouts. In marketing these financial solutions, Rutgers
Investment will focus on businesses that are less attractive to conventional
banking institutions, including those in the construction industries. Rutgers
Investment plans to accept a variety of collateral as consideration, including
commercial accounts receivable, machinery and equipment, inventory, real estate,
and liquid securities.  Additionally, as state
licensing is completed, the firms target market strategy for residential loans
will be on the individual borrower with a credit score on the lower end of the
credit score spectrum seeking to refinance for improved terms and debt
consolidation.  Rutgers Investment is
presently conducting mortgage banking on a limited basis and has offices in
Pennsylvania and Texas.  Rutgers Investment and
HomeLoanAdvisors.com (HLA) entered into an outsourced mortgage processing and
fulfillment services agreement effective December 31, 2007. The relationship
proved unsuccessful and the agreement was terminated by Rutgers Investment on
March 14, 2008.  In support of Rutgers
Investment, the Company, on December 31, 2007, issued 10,000,000 shares of its
common stock to Rutgers for $1,000,000 that was evidenced by Rutgers
Investments subordinated debenture delivered to the Company. This debenture was
secured by a pledge of the Company common stock that was issued to Rutgers.  The Company also issued
250,000 shares of its common stock to a financing consultant who arranged
warehouse line of credit financing effective April 1, 2008.  The Company closed Rutgers Investment Groups New York
division during the quarter ending June 30, 2008 and recorded an impairment
charge against goodwill associated with the acquisition of Rutgers Investment
Group in July 2007.        FirstPlus
Enterprises  FirstPlus Enterprises
seeks to acquire established companies in a variety of industries, as well as
newer developing companies or financially distressed companies in need of
resources and direction to realize their business goals. Our personnel and
outside consultants are skilled in the areas of operations and finance,
disciplines vital to the success of these acquisitions.  In the first quarter of
2008, FirstPlus Enterprises completed two transactions. On January 31, 2008 The
Premier Group, LLC was acquired by FirstPlus Enterprises. The purchase price
consisted of a cash payment of $425,000 and 1,000,000 shares of the Companys
common stock, the closing price of which on Thursday, January 31, 2008 was $0.10
per share. The Premier Group is a licensed insurance adjuster that resolves
insurance claims on behalf of its clients. Also, effective March 31, 2008,
FirstPlus Enterprises sold all of the outstanding capital stock of its Olé Auto
Group, Inc. subsidiary for $3,200,000 to Stalwart Enterprises, Inc. The purchase
price is payable under a secured promissory note with an initial term of seven
years and bears interest at the rate of 6% per annum.  Olé Auto Group  Olé Auto Group, a wholly
owned subsidiary of FirstPlus Enterprises, was sold effective March 31, 2008.
Prior to its sale, the Olé Auto Group was active in the Buy Here-Pay Here
segment of the used automobile market, which accommodated customers with limited
or damaged credit histories. In some cases, Olé Auto Group directly financed the
sales of used automobiles. As of the end of the quarter, the Olé Auto Group had
two used car dealerships in Texas and a reconditioning center to detail,
inspect, and restore automobiles purchased at auction and to support Olé Auto
Groups operations.  FirstPlus Restoration  FirstPlus Restoration, a
wholly owned subsidiary of FirstPlus Enterprises, provides on a nationwide basis
first class restoration services to residential, commercial and industrial
property owners who have sustained a hardship related to a fire, water, smoke,
mold or wind damage occurrence.  In its operations,
FirstPlus Restoration utilizes state of the art radio tracking equipment that
provides First Plus Restoration the ability to monitor and track all emergency
calls, as well as several non-intrusive technologies including infrared camera,
thermographic and Cold Jet dry ice blasting technologies. The firm also uses the
training facility (see below), managed by FirstPlus Restoration and Facility,
for employee and contractor training, continuing education and
certifications.  FirstPlus Restorations
relationships with insurance carriers and insurance adjusters are material to
its business as it customarily contracts with insurance companies for payment
prior to beginning restoration services. On December 31, 2007, FirstPlus
Restoration acquired the assets of American Insurance Restoration in order to
increase its capacity. Additionally, the recent acquisition of The Premier Group
LLC that provides insurance adjusting services to the general public will assist
FirstPlus Restoration in acquiring new business.  FirstPlus Restoration
provides customer service 24 hours a day, seven days a week. FirstPlus
Restoration services customers in Maryland, Delaware, New Jersey, Pennsylvania,
Florida, and New York.  The Company closed its FirstPlus Restoration division
during the quarter ending June 30, 2008 and recorded an impairment charge
against goodwill associated with the acquisition of FirstPlus Restoration in
July 2007.  FirstPlus Facility  FirstPlus Facility, a
wholly owned subsidiary of FirstPlus Enterprises, is a national
janitorial/maintenance repair service provider for industrial, commercial and
residential facilities that occupy both interior and exterior environments.
Restorative services include general cleaning (from heavy-duty to detail
cleaning), floor care, construction clean-up, transitional store cleaning,
commercial kitchen cleaning and light bulb replacement. FirstPlus Facility
recently commenced providing maintenance repair services. FirstPlus Facility
also uses the training facility (see below), managed by FirstPlus Restoration
and Facility, for employee and contractor training, continuing       education and certifications.  Similar to FirstPlus
Restoration, FirstPlus Facility offers 24 hour a day, seven day a week customer
service through its toll-free telephone number and directly services customers
in Maryland, Delaware, New Jersey, Pennsylvania and New York. Additionally,
FirstPlus Facility has a contract management program that allows for the
servicing of national contracts through the use of sub-contractors. The use of
subcontractors enables FirstPlus Facility to expand its area of service to a
larger geographical region and provides a larger labor pool to draw from. The
subcontractors are monitored by our operations manager, and carry their own
insurance, based on our requirements.  The largest part of
FirstPlus Facilitys income is based on recurring monthly contracts with annual
renewals. Additive income is derived from one-time cleaning, i.e.,
construction clean-ups.  FirstPlus
Restoration & Facility (FirstPlus R&F)  FirstPlus R&F, a
wholly owned subsidiary of FirstPlus Restoration and FirstPlus Facility, is
designed to be a franchisor offering the right to own and operate locations that
provide emergency restoration and commercial cleaning services, as well as
janitorial and building maintenance services.  It is anticipated that
franchises will be available for purchase during 2008. Buying a franchise
enables the owner to offer and provide emergency restoration and cleaning
services related to fire damage, water damage and mold contamination, as well as
janitorial and building maintenance services under certain proprietary
trademarks.  In order to train
potential franchisees, FirstPlus R&F has built a world-class training
facility consisting of a learning center, as well as simulated job-site
locations for on the job styles of training. This same facility is also utilized
by FirstPlus Restoration and FirstPlus Facility for training purposes. The
facility is currently under review to obtain an Institute of Inspection,
Cleaning and Restoration and Certification (IICRC) approved school status.
FirstPlus R&F will have the ability to train franchisees on operating
procedures, as well as offer them certifications in industry related courses and
offer continuing education. The facility also contains a one thousand square
foot home that can be saturated with 1500-2000 gallons of water for instruction
on how to use the most up to date technology to dry the entire structure without
having to remove any building material. The facility is one of seven located in
North America and one of nine in the world, thus placing FirstPlus R&F at
the forefront of what can be offered to franchisees relative to restoration
training.  FirstPlus Development  FirstPlus Development is
a first tier wholly owned subsidiary of the FirstPlus Financial Group serving as
a general contractor and construction manager, with its principal office in
Philadelphia, Pennsylvania. Additionally, FirstPlus Development is licensed to
do business in New York, New Jersey, Delaware, Texas, Florida, Maryland, and
Louisiana.  FirstPlus Development
utilizes a state of the art estimating system, approved by most national
insurance carriers, that permits it to bid on additional projects for a variety
of industries that otherwise may not have been available to FirstPlus
Development.  FirstPlus Developments
current operation has expanded from moderate size alterations and single family
homes to large scale alterations and design/build residential, commercial and
industrial projects for private developers and municipalities.  To date, FirstPlus
Development has completed a number of residential and commercial projects,
including a design-build renovation and expansion in Bethany Beach, Delaware,
new modular homes in Dover and Elsmere, Delaware and a renovation to a National
Landmark Theatre in Philadelphia. The firm is currently working on four Assisted
Living Facilities for a National Chain, located in New Jersey.  FirstPlus Acquisitions-1, Inc.        FirstPlus Acquisitions-1
is chiefly a real estate holding company and property management firm. Its
purpose is to acquire real estate for leasing and investment purposes, as well
as for use by FirstPlus subsidiaries. FirstPlus Acquisitions provides the
FirstPlus Group and, more specifically, FirstPlus Development with the ability
to acquire real estate and protect it from the risks associated with major
construction. The firm will serve to reduce the liability of the other
subsidiaries by limiting the exposure associated with the owning of real
estate.  The Premier Group,
LLC The Premier Group, LLC,
a Florida limited liability company, was acquired by FirstPlus Enterprises on
January 31, 2008 and provides insurance adjusting services and claims
processingservices to the general public. A typical Premier Group client
has sustained damage to their residential or commercial property and must
process a claim with an insurance underwriter. The Premier Group is licensed,
bonded and fully operational in South Florida, as well as in Pennsylvania and
plans to expand services in the near future to include Central and Northern
Florida during 2008. Application for licensing has been also initiated in order
to expand the Companys services to New Jersey, Delaware, New York, and
Maryland.  2 Summary of Significant Accounting
Policies  Principles of Consolidation:  The consolidated financial
statements include the accounts of FIRSTPLUS Financial Group, Inc., and its
wholly-owned subsidiaries, Rutgers Investment Group, Inc., First Plus
Development, Inc., and First Plus Enterprises, Inc. All significant intercompany
balances and transactions have been eliminated in consolidation.  Revenue Recognition:  Revenue and dividends from
investments are recognized at the time the investment dividends are declared
payable by the underlying investment. Capital gains and losses are recorded on
the date of sale of the investment. Interest income is
recognized on the interest method. Interest income is discontinued when
management determines future collection is unlikely. Loans are placed on
non-accrual or charged-off at an earlier date if collection of principal or
interest is considered doubtful.  Cash and Cash Equivalents:  For purposes of the balance
sheet and statement of cash flows, the Company considers all highly liquid
investments which are readily convertible into known amounts of cash and have a
maturity of three months or less when acquired to be cash equivalents. At
December 31, 2007, management believes that the carrying amount of cash
equivalents approximates fair value because of the short maturity of these
financial instruments. Loans and Allowance for Loan Losses:  The Company measures and
reserves for impairment on a loan-by-loan basis using the present value of
expected future cash flows discounted at the loans effective interest rate.  Accounts Receivable and Allowance for Bad Debts:  The Company estimates
potential bad debts using the allowance method.  Inventory: Inventories are stated at
the lower of cost or market on the first-in, first-out basis.  Property, Plant & Equipment:  The Parent Company and
subsidiaries fixed assets consist of land, buildings, furniture, fixtures,
equipment and airplane used in operations of each Company. The useful lives are
estimated to be forty years for the building and between five and ten years for
other fixed assets. The assets are being depreciated on the straight-line
method.  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.  Income Taxes:  In accordance with SFAS
No. 109, Accounting for Income Taxes, and FIN 48 Accounting for
Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109
deferred income taxes are recognized for the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each year-end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized. The provision for
income taxes represents the tax payable for the period and the change during the
period in deferred tax assets and liabilities. Based on the March 31, 2008
loss, FPFG will have a net operating loss carryforward available of
approximately $45,300,000. 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.  Managements Estimates:  The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of
expenses during the reporting periods. Actual results could differ from those
estimates.  Quasi-reorganization:  The Company Board 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.  Effective with the change
in management in June 2007 and the related refocusing of the Companys
strategic direction, the Company is no longer in a Quasi-reorganization stage of
operations.  Goodwill and Other Intangibles:  Goodwill is not amortized.
All other intangibles arising from acquisitions and research alliances have
finite lives and are amortized over their estimated useful lives ranging from 5
to 7 years using the straight-line method. Amortization expense for 2007
and 2006 is $3,110 and $0, respectively. The estimated amortization expense for
the five succeeding years approximates $3,000 before tax, per year.
Substantially all of the amortization expense is included in general and
administrative expenses. See Note 8 for further discussion of goodwill and other
intangibles acquired during 2007.  Goodwill and net other
intangibles are reviewed to assess recoverability at least annually and when
certain impairment indicators are present.  The Company closed Rutgers Investment
Groups New York division during the quarter ending June 30, 2008 and recorded
an impairment charge of $638,333 against goodwill associated with the
acquisition of Rutgers Investment Group in July 2007.  The Company closed its
FirstPlus Restoration division during the quarter ending June 30, 2008 and
recorded an impairment charge of $1,090,678 against goodwill associated with the
acquisition of FirstPlus Restoration &       Facilities Services in July 2007.  The Company recorded total impairment
charges of $1,729,011 against goodwill associated with the acquisitions of
Rutgers Investment Group and FirstPlus Restoration & Facilities Services
during the quarter ended June 30, 2008.   3 Other Assets  FPFG retains a claim
against the bankruptcy estate of its former subsidiaries from monies advanced to
them.  On March 23, 2007 the
bankruptcy trustee made a distribution of $2,708,000 to the Company, bringing
the aggregate amount of funds designated for the benefit of FPFG to $21,819,193.
On October 31, 2007 the bankruptcy trustee made a distribution of
$6,226,422 to the Company, bringing the aggregate amount of funds designated for
the benefit of FPFG to $28,045,615.  FPFG, nor the bankruptcy
trustee, can estimate the amount or timing of any future payments. The Company
has conducted an exhaustive search for outstanding claims against FPFG or claims
against its former subsidiaries that FPFG has assumed.  Effective with the change
in management in June 2007 and the related refocusing of the Companys
strategic direction, the Company reevaluated the relationship of the Company to
the Grantor Trust and the status of its Quasi-Reorganization which took place in
2002. After performing an extensive legal investigation, the Company determined
it was no longer liable for the $3,450,000 accrued contingent liability to
former creditors as no former creditors have initiated a claim against FPFG and,
as a result, recognized the release of creditor claims as non-operating income
during the third quarter of 2007. In addition, the Company recognized the
October 31, 2007 proceeds from the bankruptcy trustee of $6,226,422 as
income from operations as the Company has utilized these funds to fund the
start-up of its expanded operations created upon the completion of its business
acquisitions during the third quarter of 2007.  The funds set aside by the
bankruptcy trustee are not readily accessible to the Company; therefore, the
Company did not consider the funds to be cash or cash equivalents as of
 June 30, 2008.   4 Commitments and Contingencies  On May 8,
2008, federal officials executed a search warrant at the FirstPlus Financial
Group, Inc. corporate offices in Irving, Texas and several of its subsidiaries
offices. FirstPlus Financial Group, Inc. denies any wrongdoing and if any
charges are ever brought, it will vigorously defend them.  The Company and its
major subsidiaries will continue to function in a normal business manner and
also continue to serve its customers.  Effective with the change
in management in June 2007 and the related refocusing of the Companys
strategic direction, the Company reevaluated the relationship of the Company to
the Grantor Trust and the status of its Quasi-Reorganization which took place in
2002. After performing an extensive legal investigation, the Company determined
it was no longer liable for the $3,450,000 accrued contingent liability to
former creditors as no former creditors have initiated a claim against FPFG and,
as a result, recognized the release of creditor claims as non-operating income
during the third quarter of 2007.  The Company leases its
operating facilities for various terms under long-term, operating lease
agreements. The leases expire at various dates through 2011 and provide for
renewal options. In the normal course of business, it is expected that these
leases will be renewed or replaced by leases on other properties. The leases
provide for increases in future minimum annual rental payments. Lease expense
totaled $528,886 during 2007.  Through a unanimous written
consent of the Companys reconstituted Board of Directors on or after
June 7, 2007, the Company sought to (1) rectify certain deficiencies 
including, but not limited to delinquent tax filings,       lack of a business plan, lack of Sarbanes-Oxley Act
compliance, and generally deficiency in all governmental reporting requirements,
including accounting requirements  and (2) contemporaneously and
unanimously agreed to retain William Maxwell (William Maxwell, P.LLC.) and other
law firms and consultants associated with William Maxwell to advise the Board
regarding business matters; they include business operations, legal operations
of the company, legal issues facing the company, due diligence relative to
potential acquisitions. Such operations would be those required to assist the
Company in attaining trading status as a bulletin board stock. Compensation for
Mr. Maxwells work for the Company was agreed to be disbursed on a monthly
basis along with expenses incurred as a result of Company business. In addition,
it was agreed that Mr. Maxwell  on a forward going basis  will be paid a
bonus of $3 million in currency or stock (at the fixed rate of FPFX.PK
exchange rate as of close of business on June 7, 2007). Mr. Maxwell will
also be paid an additional $2 million in currency or stock (fixed rate
FPFX.PK stock value as of June 7, 2007) should the Companys stock be
listed on a national exchange.        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  The Company is a
diversified company that provides commercial loan, consumer lending, residential
and commercial restoration, facility (janitorial and maintenance) services,
insurance adjusting services, construction management services and a facilities
and restoration franchise business. Toward this end, the Company has made
several complementary acquisitions of businesses that are designed to create
value through synergy and enterprise-level expertise.  The Company has three
direct subsidiaries, Rutgers Investment Group, Inc. (Rutgers Investment),
FirstPlus Development Company (FirstPlus Development) and FirstPlus
Enterprises, Inc. (FirstPlus Enterprises). In turn, FirstPlus Enterprises,
Inc. has three of its own direct subsidiaries, FirstPlus Restoration Co., LLC
(FirstPlus Restoration), FirstPlus Facility Services Co., LLC (FirstPlus
Facility) and The Premier Group, LLC (The Premier Group). In turn, FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus Restoration &
Facility Services Company. Additionally, FirstPlus Development has one direct
subsidiary FirstPlus Acquisitions-1, Inc. The operational aspects of certain of
these subsidiaries are set forth below.  Rutgers
Investment  Managements focus on
Rutgers Investment has been to qualify Rutgers Investment in 48 states as a
mortgage banker. This process entails applying for mortgage banking licenses in
each of the 48 states and thereafter qualifying as a mortgage banker in the
particular state. Management anticipates that Rutgers Investment will be
qualified as a mortgage banker in approximately 15 states during the fourth
quarter of 2008. The remainder of this licensing process should be substantially
completed by year-end.  As state licensing is
completed, it is expected that commercial loans will include (term, bridge, real
estate, line of credit loans), financing (equipment, machinery, purchase order,
accounts receivable), sale-leasebacks of existing machinery, new leases, mergers
and leveraged buyouts. In marketing these financial solutions, Rutgers
Investment will focus on businesses that are less attractive to conventional
banking institutions, including those in the construction industries. Rutgers
Investment plans to accept a variety of collateral as consideration, including
commercial accounts receivable, machinery and equipment, inventory, real estate,
and liquid securities.  Additionally, as state
licensing is completed, the firms target market strategy for residential loans
will be on the individual borrower with a credit score on the lower end of the
credit score spectrum seeking to refinance for improved terms and debt
consolidation.  Rutgers Investment is
presently conducting mortgage banking on a limited basis and has offices in
Pennsylvania and Texas.  Rutgers Investment and
HomeLoanAdvisors.com (HLA) entered into an outsourced mortgage processing and
fulfillment services agreement effective December 31, 2007. The relationship
proved unsuccessful and the agreement was terminated by Rutgers Investment on
March 14, 2008.  In support of Rutgers
Investment, the Company, on December 31, 2007, issued 10,000,000 shares of its
common stock to Rutgers for $1,000,000 that was evidenced by Rutgers
Investments subordinated debenture delivered to the Company. This debenture was
secured by a pledge of the Company common stock that was issued to Rutgers.  FirstPlus
Enterprises        FirstPlus Enterprises
seeks to acquire established companies in a variety of industries, as well as
newer developing companies or financially distressed companies in need of
resources and direction to realize their business goals. Our personnel and
outside consultants are skilled in the areas of operations and finance,
disciplines vital to the success of these acquisitions.  In the first quarter of
2008, FirstPlus Enterprises completed two transactions. On January 31, 2008 The
Premier Group, LLC was acquired by FirstPlus Enterprises. The purchase price
consisted of a cash payment of $425,000 and 1,000,000 shares of the Companys
common stock, the closing price of which on Thursday, January 31, 2008 was $0.10
per share. The Premier Group is a licensed insurance adjuster that resolves
insurance claims on behalf of its clients. Also, effective March 31, 2008,
FirstPlus Enterprises sold all of the outstanding capital stock of its Olé Auto
Group, Inc. subsidiary for $3,200,000 to Stalwart Enterprises, Inc. The purchase
price is payable under a secured promissory note with an initial term of seven
years and bears interest at the rate of 6% per annum.  Olé Auto Group  Olé Auto Group, a wholly
owned subsidiary of FirstPlus Enterprises, was sold effective March 31, 2008.
Prior to its sale, the Olé Auto Group was active in the Buy Here-Pay Here
segment of the used automobile market, which accommodated customers with limited
or damaged credit histories. In some cases, Olé Auto Group directly financed the
sales of used automobiles.  FirstPlus Restoration  The Company closed its
FirstPlus Restoration division during the quarter ending June 30, 2008 and
recorded an impairment charge of $1,090,678 against goodwill associated with the
acquisition of FirstPlus Restoration & Facilities Services in July 2007.  FirstPlus Facility  FirstPlus Facility, a
wholly owned subsidiary of FirstPlus Enterprises, is a national
janitorial/maintenance repair service provider for industrial, commercial and
residential facilities that occupy both interior and exterior environments.
Restorative services include general cleaning (from heavy-duty to detail
cleaning), floor care, construction clean-up, transitional store cleaning,
commercial kitchen cleaning and light bulb replacement. FirstPlus Facility
recently commenced providing maintenance repair services. FirstPlus Facility
also uses the training facility (see below), managed by FirstPlus Restoration
and Facility, for employee and contractor training, continuing education and
certifications.  Similar to FirstPlus
Restoration, FirstPlus Facility offers 24 hour a day, seven day a week customer
service through its toll-free telephone number and directly services customers
in Maryland, Delaware, New Jersey, Pennsylvania and New York. Additionally,
FirstPlus Facility has a contract management program that allows for the
servicing of national contracts through the use of sub-contractors. The use of
subcontractors enables FirstPlus Facility to expand its area of service to a
larger geographical region and provides a larger labor pool to draw from. The
subcontractors are monitored by our operations manager, and carry their own
insurance, based on our requirements.  The largest part of
FirstPlus Facilitys income is based on recurring monthly contracts with annual
renewals. Additive income is derived from one-time cleaning, i.e.,
construction clean-ups.  FirstPlus
Restoration & Facility (FirstPlus R&F)  FirstPlus R&F, a
wholly owned subsidiary of FirstPlus Restoration and FirstPlus Facility, is
designed to be a franchisor offering the right to own and operate locations that
provide emergency restoration and commercial cleaning services, as well as
janitorial and building maintenance services.  It is anticipated that
franchises will be available for purchase during 2008. Buying a franchise
enables the owner to offer and provide emergency restoration and cleaning
services related to fire damage, water damage and mold contamination, as well as
janitorial and building maintenance services under certain proprietary
trademarks.        In order to train
potential franchisees, FirstPlus R&F has built a world-class training
facility consisting of a learning center, as well as simulated job-site
locations for on the job styles of training. This same facility is also utilized
by FirstPlus Restoration and FirstPlus Facility for training purposes. The
facility is currently under review to obtain an Institute of Inspection,
Cleaning and Restoration and Certification (IICRC) approved school status.
FirstPlus R&F will have the ability to train franchisees on operating
procedures, as well as offer them certifications in industry related courses and
offer continuing education. The facility also contains a one thousand square
foot home that can be saturated with 1500-2000 gallons of water for instruction
on how to use the most up to date technology to dry the entire structure without
having to remove any building material. The facility is one of seven located in
North America and one of nine in the world, thus placing FirstPlus R&F at
the forefront of what can be offered to franchisees relative to restoration
training.  FirstPlus Development  FirstPlus Development is
a first tier wholly owned subsidiary of the FirstPlus Financial Group serving as
a general contractor and construction manager, with its principal office in
Philadelphia, Pennsylvania. Additionally, FirstPlus Development is licensed to
do business in New York, New Jersey, Delaware, Texas, Florida, Maryland, and
Louisiana.  FirstPlus Development
utilizes a state of the art estimating system, approved by most national
insurance carriers, that permits it to bid on additional projects for a variety
of industries that otherwise may not have been available to FirstPlus
Development.  FirstPlus Developments
current operation has expanded from moderate size alterations and single family
homes to large scale alterations and design/build residential, commercial and
industrial projects for private developers and municipalities.  To date, FirstPlus
Development has completed a number of residential and commercial projects,
including a design-build renovation and expansion in Bethany Beach, Delaware,
new modular homes in Dover and Elsmere, Delaware and a renovation to a National
Landmark Theatre in Philadelphia. The firm is currently working on four Assisted
Living Facilities for a National Chain, located in New Jersey.  FirstPlus Acquisitions-1, Inc.  FirstPlus Acquisitions-1
is chiefly a real estate holding company and property management firm. Its
purpose is to acquire real estate for leasing and investment purposes, as well
as for use by FirstPlus subsidiaries. FirstPlus Acquisitions provides the
FirstPlus Group and, more specifically, FirstPlus Development with the ability
to acquire real estate and protect it from the risks associated with major
construction. The firm will serve to reduce the liability of the other
subsidiaries by limiting the exposure associated with the owning of real
estate.  The Premier Group,
LLC  The Premier Group, LLC,
a Florida limited liability company, was acquired by FirstPlus Enterprises on
January 31, 2008 and provides insurance adjusting services and claims
processingservices to the general public. A typical Premier Group client
has sustained damage to their residential or commercial property and must
process a claim with an insurance underwriter. The Premier Group is licensed,
bonded and fully operational in South Florida, as well as in Pennsylvania and
plans to expand services in the near future to include Central and Northern
Florida during 2008. Application for licensing has been also initiated in order
to expand the Companys services to New Jersey, Delaware, New York, and
Maryland.   RESULTS OF OPERATIONS  Three months ended
June 30, 2008  The following discussion and financial
information is presented to aid in understanding our consolidated financial       position and results of operations for the
quarter ended June 30, 2008. The Olé Auto Group was sold effective March 31,
2008. Accordingly, the Companys management has concluded that comparisons of
the Companys results of operations for the three months ended June 30, 2008 to
the three months ended June 30, 2007 are not helpful to an evaluation and understanding
of the Company. Accordingly, (other than for Liquidity and Capital Resources)
the discussion below focuses on the Companys lines of business and the
Companys results of operations for the three months ended June 30, 2008.        Six months ended June
30, 2008  The following discussion and financial
information is presented to aid in understanding our consolidated financial
position and results of operations for the quarter ended June 30, 2008. The
Companys activities during quarter ended June 30, 2007 were primarily focused
on developing new business opportunities. The Olé Auto Group was sold effective
June 30, 2008. Accordingly, the Companys management has concluded that
comparisons of the Companys results of operations for the three months ended
June 30, 2008 to the three months ended June 30, 2007 are not helpful to an
evaluation and understanding of the Company. Accordingly, (other than for
Liquidity and Capital Resources) the discussion below focuses on the Companys
lines of business and the Companys results of operations for the three months
ended June 30, 2008.  REVENUES  Revenues for the three
months ended June 30, 2008 were generated primarily from the operations of the
following subsidiaries: FIRSTPLUS Financial Group, Inc., and its wholly-owned
subsidiaries, Rutgers Investment Group, Inc., First Plus Development, Inc., and
First Plus Enterprises, Inc. and consisted of gross revenues from sales of
approximately $1,331,000 and other income of approximately $42,000.  Revenues for the six
months ended June 30, 2008 were generated primarily from the operations of the
following subsidiaries: FIRSTPLUS Financial Group, Inc., and its wholly-owned
subsidiaries, Rutgers Investment Group, Inc., First Plus Development, Inc., and
First Plus Enterprises, Inc. and consisted of gross revenues from sales of
approximately $2,426,000, gain on sale of Olé Auto Group, Inc. of approximately
$1,083,000 and other income of approximately $42,000.   GROSS PROFIT
(LOSS)  Gross profit for the
three months ended June 30, 2008, was approximately 16% which is comprised of
16% for subsidiary operations.  Gross profit for the
three months ended June 30, 2008, was approximately 26% which is comprised of
26% for subsidiary operations.  OPERATING
EXPENSES  Operating expenses for
the three months ended June 30, 2008, include expenses for the subsidiaries
operations, as well as for the Company, and consist of salaries of approximately
$1,018,000 impairment of goodwill of approximately $1,729,000 and other overhead
of approximately $924,000.  Operating expenses for
the six months ended June 30, 2008, include expenses for the subsidiaries
operations, as well as for the Company, and consist of salaries of approximately
$2,102,000, professional fees of approximately $1,253,000,  impairment of
goodwill of approximately $1,729,000 and other overhead of approximately
$1,791,000.         OTHER INCOME
(EXPENSE), NET  The Company earned
approximately $42,000 in non-operating interest income on investments owned
during the three months ended June 30, 2008.  The Company earned
approximately $42,000 in non-operating interest income on investments owned
during the three months ended June 30, 2008.  INVENTORY  The Olé Auto Group was
sold effective March 31, 2008, and as of March 31, 2008, the inventory of the
Companys remaining operations is immaterial.       LIQUIDITY AND
CAPITAL RESOURCES  As of June 30, 2008, the
Company had approximately $1,100,000 in cash and cash equivalents, as compared
to approximately $7,300,000 on June 30, 2007 due to acquisitions and operations
growth. During the six months ended June 30, 2008, the Companys cash position
was decreased by approximately $1,500,000 from December 31, 2007. The Company
used approximately $852,000 in cash in its operating activities for the six
months ended June 30, 2008 as compared to cash usage of $4,600,000 for operating
activities for the six months ended June 30, 2007. There was a net loss of
$(5,473,044) and depreciation and amortization expense of $107,455 that did not
involve a use of cash as compared to a net loss of $134,995 and depreciation and
amortization expense of $3,988 for the six months ended June 30, 2007. From
December 31, 2007, the Companys accounts receivable decreased by approximately
$2,412,000 and accounts payable increased by $1,272,000 due to costs incurred
with an acquisition and sale transactions and compliance activities. In addition
from December 31, 2007, accrued expenses decreased by approximately $321,000,
and other operating items used approximately $2,510,000 in cash as compared to
cash usage of $4,646,000 for the six months ended June 30, 2007. The Company
provided approximately $1,168,000 in cash in its investing activities at June
30, 2008 as compared to $985,000 from investing activities at June 30, 2008.
Specifically, the Company acquired the Premier Group, LLC for $425,000 in cash
and 1,000,000 shares of its common stock at $0.10 at the closing price on
January 31, 2008. Also the Companys subsidiary FirstPlus Acquisitions sold all
of the outstanding capital stock of the Olé Auto Group effective March 31, 2008
for $3,200,000 payable under a promissory note for an initial term of seven
years.  Finally, for the six
months ended June 30, 2008, the Company provided approximately $532,000 in its
financing activities comprised of $600,000 principal repayments on loans and
notes payable while providing approximately $1,132,000 in cash with financing
activities. At June 30, 2007, the Company used approximately $201,000 in its
financing activities comprised of dividend payments while receiving $201,000 in
cash with financing activities including loan repayments of approximately
$201,000.  As of June 30, 2008, no
receivables were greater than 60 days past due.  Management cannot
provide assurance that the Company will ultimately achieve profitable operations
or remain cash flow positive, or raise additional debt and/or equity capital.
Management believes that the Companys capital resources should be adequate to
continue operating and maintaining its business strategy for the next nine
months. However, if the Company is unable to realize sufficient revenues from
its operations or is unable to raise or realize additional capital in the
future, management expects that the Company will need to seek additional capital
on less favorable terms and/or pursue other remedial measures. The financial
statements included in this Quarterly Report on Form 10-Q do not include any
adjustments related to the recoverability and classification of assets or the
amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.        ENTRY INTO NEW
BUSINESSES  In January 2008, the
Company acquired the Premier Group, LLC. The Premier Group provides insurance
adjusting services and claims processing services to the general public. The
Premier Group is licensed, bonded and fully operational in South Florida, as
well as in Pennsylvania and plans to expand services in the near future to
include Central and Northern Florida by November 2008; the licensing application
process has been also initiated in order to expand the Companys services to New
Jersey, Delaware, New York, and Maryland.  OFF-BALANCE SHEET ARRANGEMENTS  The Company does not
have any off-balance-sheet arrangements.  RISK FACTORS  Our Annual Report on Form 10-KSB for the
year ended December 31, 2007, includes a detailed discussion of our risk
factors. The risks described in our Form 10-KSB are not the only risks facing
the Company. Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.   CRITICAL ACCOUNTING POLICIES  Principles of Consolidation:  The consolidated
financial statements include the accounts of the Company, and its wholly owned
subsidiaries, Rutgers Investment Group, Inc., First Plus Development, Inc., and
First Plus Enterprises, Inc. All significant intercompany balances and
transactions have been eliminated in consolidation.  Goodwill and Other
Intangibles:  Goodwill is not
amortized. All other intangibles arising from acquisitions have finite lives and
are amortized over their estimated useful lives ranging from 5 to 7 years using
the straight-line method.  Goodwill and net other
intangibles are reviewed to assess recoverability at least annually and when
certain impairment indicators are present. No material impairments occurred with
respect to the carrying value of our goodwill or other intangible assets in the
first quarter of 2008.  Managements Estimates:  The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of
expenses during the reporting periods. Actual results could differ from those
estimates.  Item 4T. Controls and Procedures  The Companys
management, with the participation of its Principal Executive Officer and
Principal Financial 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 and Principal Financial Officer have
concluded that, as of the end of such period, the Companys financial reporting
and disclosure controls and procedures, in addition to inadequately designed
controls over financial reporting, 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.        Due to resource
restraints, adequate staffing of personnel in the accounting and financial
reporting functions has not yet been attained. The Companys shortage of
personnel and inadequate segregation of duties, as well as resource restraints
contribute to the lack of effective controls over financial reporting.  There were no changes in
the Companys internal control over financial reporting during the quarter ended
March 31, 2008 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.  Managements Report on Internal
Control over Financial Reporting  Internal control over
financial reporting is a process to provide reasonable assurance regarding the
reliability of consolidated financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted
accounting principles. As stated above, there has been no change in the
Companys internal control over financial reporting during the period ended
March 31, 2008 that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.  The Companys
management, including the Companys Principal Executive Officer and Principal
Financial Officer, do not expect that the Companys disclosure controls and
procedures or the Companys internal controls, when implemented, will prevent
all errors and all fraud. A control system, no matter how well conceived,
operated and implemented can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of the controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected.  The Company is in the
process of working towards implementing the needed changes to be in compliance
for Sarbanes-Oxley Act, Section 404. The Company had retained a third party
consultant to map out the material processes of the Company. Items that have
been addressed are the Code of Ethics, Policy and Procedures Governing Sales and
Purchases of Company Securities by Insiders, the Employee Handbook, Email Policy
and Procedures to be Followed When Considering an Acquisition. Items that have
been addressed and continue to be addressed are the Financial Reporting Process,
Strategic Planning Process, Succession Planning and a Continuity/Disaster
Recovery Plan. Additional effort is needed to fully remedy the deficiencies and
we are continuing our efforts to improve and strengthen our control processes
and procedures. The Companys management, audit committee, and directors will,
subject to resource restraints, implement policies and procedures in order that
our controls and procedures are adequate and effective.  Item 8B. Other Information.  There are no items
required to be disclosed on Current Report on Form 10-Q during the quarter ended
March 31, 2008 that were not so reported.  PART II  OTHER INFORMATION  Item 2 Unregistered Sales of Equity
Securities and Use of Proceeds.  On January 31, 2008, FirstPlus Enterprises,
Inc. a Company subsidiary acquired certain limited liability company interests.
As part of the purchase price for these interests, the Company issued to the
sellers of the interests, 1,000,000 shares of its common stock which had a
closing price of $0.10 per share on January 31, 2008.  The securities issued in
the above transaction did not involve a public offering and were issued to
accredited investors as defined under Regulation D promulgated under the
Securities Act of 1933 and as such were issued pursuant to exemptions from
registration provided by Section 4(2) of the Securities Act and Regulation D as
promulgated thereunder.  Item 5. Other Information        On May 19, 2008, the
Company received a letter from Joseph Steward notifying the Company of his
resignation, as of May 19, 2008 as a member of the Board of Directors of the
Company. A copy of Mr. Stewards letter is attached as Exhibit 17.  During June & July 2008 BOD
meetings, the Board returned Dr. Robert ONeal  to the Board, and added
William Todd Hickman, Paul H. Ballard, and Jack Roubinek, all  prominent
and successful businessmen, to the BOD.  The BOD then named Robert ONeal
Chairman of the Board, and President. It also named William L Handley as Chief
Executive Officer, and Gary D. Alexander as Acting Chief Financial Officer.  The BOD also engaged the services of
the law firm Hulse-Stucki, PLLC to assist the Company in corporate governance,
and to help the Company with coordinating communication with the U. S.
Attorneys Office to retrieve its aviation related asset.  The BOD also entered into a $
300,000.00 loan agreement with Dr. Robert ONeal.  To date only minimal
amounts have been used by the Company.  On July 1, 2008 the Company's
operating lease located at 122 West John Carpenter Freeway, Irving, TX was
canceled by the landlord. At present, the Company has re-located its operations
to a temporary commercial office space located at 4285 SW Martin Highway, Palm
City, Florida.  Going forward FirstPlus plans to focus
its efforts back on the core business  a successful mortgage company.  Item 6. Exhibits.  A list of the exhibits
required by Item 601 of Regulation S-K and filed as part of this report is set
forth in the Index to Exhibits on page ___, which immediately precedes such
exhibits.    SIGNATURES  In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.  FIRST PLUS FINANCIAL GROUP,
INC.  Date: August 20, 2008 By: /s/ William L.
Handley William L. Handley Chief Executive Officer  Date: August 20, 2008 By: /s/ Gary D.
Alexander Gary D. Alexander Acting Chief Financial Officer        EXHIBIT INDEX  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         Exhibit 31.1  CERTIFICATION OF THE PRINCIPAL EXECUTIVE
OFFICER  PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002  I, William L. Handley certify that:  1. I have reviewed this
quarterly report on Form 10-Q of FIRSTPLUS Financial Group, Inc.;  2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;  3. Based on my knowledge,
the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods
presented in this report;  4. The registrants other
certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:  (a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;  (b) Evaluated the
effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and  (c) Disclosed in this
report any change in the registrants internal control over financial reporting
that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and  5. The registrants other
certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing
the equivalent functions):  (a) All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial
information; and  (b) Any fraud, whether or
not material, that involves management or other employees who have a significant
role in the registrants internal control over financial reporting.  Date:
August 20, 2008 By: /s/ William
L. Handleyl William L.
Handley Chief Executive
Officer (Principal
Executive Officer)        Exhibit 31.2  CERTIFICATION OF THE PRINCIPAL FINANCIAL
OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002  I, Gary D. Alexander, certify that:  1. I have reviewed this
quarterly report on Form 10-Q of FIRSTPLUS Financial Group, Inc.;  2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;  3. Based on my knowledge,
the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods
presented in this report;  4. The registrants other
certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:  (a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;  (b) Evaluated the
effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and  (c) Disclosed in this
report any change in the registrants internal control over financial reporting
that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and  5. The registrants other
certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing
the equivalent functions):  (a) All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial
information; and  (b) Any fraud, whether or
not material, that involves management or other employees who have a significant
role in the registrants internal control over financial reporting.  Date:
August 20, 2008 By: /s/ Gary D.
Alexander Gary D. Alexander Acting Chief
Financial Officer (Acting Principal
Financial Officer and Acting Principal
Accounting Officer)        Exhibit 32.1  CERTIFICATION OF THE PRINCIPAL EXECUTIVE
OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002  In connection with the
Quarterly Report of FIRSTPLUS Financial Group, Inc., (the Company) on Form
10-Q for the quarter ended June 30, 2008 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, William L. Handley,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to my knowledge:  (1) The Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and  (2) The information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.  Date:
August 20, 2008 By: /s/ William
L. Handley William L.
Handley Chief Executive
Officer (Principal
Executive Officer)