`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: June 30, 2007
--------------------------------------------------------------------------------

      | |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             (IRS Employer Identification No.)
  of incorporation or organization)

  122 W. John Carpenter Freeway Suite 450
            Irving, Texas                                   75039
--------------------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)


                                (972) 717 -7969
--------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

5100 North O'Connor Blvd., 6Th Floor    Irving, Texas 75039
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last report)

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 | |

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

The number of shares of common stock outstanding as of: August 10, 2007 was
48,245,090.

Transitional Small Business Disclosure Format (Check one): Yes | |  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

                                                                            Page
                                                                            ----

Part I. Financial Information


Item 1. Financial Statements

            Consolidated Balance Sheets at June 30, 2007                       1
            (unaudited) and December 31, 2006

            Consolidated Statements of Operations for the Three                2
            Months and Six Months ended June 30, 2007 and 2006
            (unaudited)

            Consolidated Statements of Cash Flows for the Six                3-4
            Months ended June 30, 2007 and 2006 (unaudited)

            Notes to Consolidated Financial Statements                      5-14
            (unaudited)

Item 2. Management's Discussion and Analysis or Plan of Operations         14-21


Item 3. Controls and Procedures                                            21-22

Part II. Other Information

Item 6. Exhibits                                                              23


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




                                          FIRSTPLUS Financial Group, Inc.
                                            Consolidated Balance Sheets


                                                                                       (Unaudited)
                                                                                        June 30,       December 31,
                                                                                          2007             2006
-------------------------------------------------------------------------------------------------------------------
ASSETS
    Cash and cash equivalents                                                         $  9,159,987    $ 13,021,978
    Accounts receivable (net of allowance for doubtful
    accounts in 2007 of $726,469)                                                        4,078,964            --
    Inventory                                                                              756,727         566,145
    Prepaid expenses                                                                       920,474          29,643
------------------------------------------------------------------------------------------------------------------
          Total current assets                                                          14,916,152      13,617,766

Furniture, fixtures and equipment (net of
accumulated depreciation of $4,704 and $716)                                               723,025          24,578
Land                                                                                     1,040,000            --
Note receivable Capital Lending Strategies, LLC                                             63,132          82,343
Notes receivable                                                                           379,016         481,473
Security deposits                                                                           33,700          23,000
Claim from bankruptcy estate                                                                  --         2,341,761
Deferred tax asset                                                                          93,300          93,300
Investment in Capital Lending Strategies, LLC                                               71,150          71,150
                                    Total assets                                      $ 17,319,475    $ 16,735,371
------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY:
    Accounts payable                                                                  $     41,978    $       --
    Income taxes payable                                                                    90,055         113,864
    Accrued expenses                                                                       707,199         171,739
    Notes payable                                                                          104,000         312,000
------------------------------------------------------------------------------------------------------------------
          Total current liabilities                                                        943,231         597,603

Commitments and contingencies (see note 9)                                               3,450,000       3,083,760

                                  Total liabilities                                      4,393,231       3,681,363
------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
   Common stock, $.01 par value, 100,000,000 shares authorized;
   48,245,090 shares issued and outstanding June 30, 2007 and
   December 31, 2006, respectively                                                         482,451         482,451
Additional paid in capital                                                              17,313,354      17,306,122
Accumulated deficit since December 31, 2002 when a deficit of $312,527,864 was
eliminated in connection with a quasi-reorganization                                    (4,869,561)     (4,734,566)

                    Total stockholders' equity                                          12,926,244      13,054,008
------------------------------------------------------------------------------------------------------------------
                    Total liabilities and stockholders' equity                        $ 17,319,475    $ 16,735,371
------------------------------------------------------------------------------------------------------------------
                The accompanying notes are an integral part of the consolidated financial statements


                                                                 1


                                               FIRSTPLUS Financial Group, Inc.

                                            Consolidated Statements of Operations
                                                         (Unaudited)

                                                          For The           For The          For The             For The
                                                       Three Months      Three Months      Six Months         Six Months
                                                           Ended             Ended            Ended               Ended
                                                       June 30, 2007     June 30, 2006    June 30, 2007       June 30, 2006
                                                       -------------     -------------    -------------       -------------
Revenues                                               $  4,770,312       $       --       $  6,201,095        $        --

Cost of goods sold                                        2,998,437               --          3,950,936                 --
----------------------------------------------------------------------------------------------------------------------------

Gross profit                                              1,771,875               --          2,250,159                 --
----------------------------------------------------------------------------------------------------------------------------

Operating expenses :
          General and administrative                      1,940,159          1,460,234        2,682,767            1,780,300

----------------------------------------------------------------------------------------------------------------------------
          Total operating expenses                        1,940,159          1,460,234        2,682,767            1,780,300

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

Operating income (loss)                                    (168,285)        (1,460,234)        (432,609)          (1,780,300)

Non-operating income:
            Interest, net                                   114,349            103,828          297,614              174,557

----------------------------------------------------------------------------------------------------------------------------
Income (loss) before provision for income taxes             (53,936)        (1,356,406)        (134,995)          (1,605,743)

Provision for income taxes                                     --                 --                 --                 --
----------------------------------------------------------------------------------------------------------------------------

Net income (loss )                                     $    (53,936)      $ (1,356,406)      $ (134,995)      $   (1,605,743)
============================================================================================================================

Earnings (loss) per share                              $      (--)        $     (0.03)       $      (--)       $      (0.04)
============================================================================================================================


Weighted average of common shares outstanding            48,245,090         45,340,406         48,245,090         45,340,406
----------------------------------------------------------------------------------------------------------------------------


                    The accompanying notes are an integral part of the consolidated financial statements.


                                                              2


                                             FIRSTPLUS Financial Group, Inc.

                                          Consolidated Statements of Cash Flows

                                                       (Unaudited)

=======================================================================================================================

For the Six Months Ended June 30,                                                          2007               2006
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
Cash flow from operating activities:
   Net loss                                                                           $   (134,995)       $ (1,605,743)
   Adjustments to reconcile net loss to net cash used in operating activities:

     Accrued interest income                                                                  --              (128,837)
     Allowance for bad debts                                                               726,469                --
     Depreciation                                                                            3,988                --
     Changes in operating assets and liabilities:
                   Accounts receivable                                                  (4,805,435)               --
                   Inventory                                                              (190,582)               --
                   Prepaid expenses                                                       (890,831)            (45,208)
                   Notes receivable                                                        102,457                --
                   Security deposits                                                       (10,700)               --
                   Accounts payable                                                         41,978             721,447
                   Income taxes payable                                                    (23,809)               --
                   Accrued expenses                                                        535,460                --

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

Net cash used in operating activities                                                   (4,646,000)         (1,058,431)
-----------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Purchase of furniture, fixtures, and equipment                                         (702,435)               --
   Advance to Versatile Consulting LLC                                                        --              (250,000)
   Purchase of land                                                                     (1,040,000)               --
   Collection on bankruptcy estate claim                                                 2,341,761          10,000,000
   Commitment on bankruptcy estate claim                                                   366,240                --
   Collection on note receivable Capital Lending Strategies, LLC                            19,211              18,294

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

Net cash provided by investing activities                                                  984,777           9,768,294
-----------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Note payable - Ole` Auto Group                                                         (208,000)               --
   Additional paid in capital                                                                7,232                --
-----------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities                                                     (200,768)               --
-----------------------------------------------------------------------------------------------------------------------


                                                            3


For the Six Months Ended June 30,                                                          2007               2006
-----------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash                                                       $ (3,861,991)       $  8,709,951

Cash at the beginning of the period                                                     13,021,978            1,304,396
-----------------------------------------------------------------------------------------------------------------------

Cash at the end of the period                                                         $  9,159,987         $ 10,014,347
=======================================================================================================================

Supplemental disclosure of cash flow information:

   Cash paid for:

   Interest                                                                           $       --           $       --
                                                                                      ============         ============

   Taxes                                                                              $       --           $       --
                                                                                      ============         ============



                 The accompanying notes are an integral part of the consolidated financial statements.


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


                                                           4


                         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, 2006 which are contained in the
Company's Annual Report on Form 10-KSB. The results for the three month period
ended June 30, 2007 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


                                       5


NOTE 2.  ORGANIZATION AND BUSINESS (CONTINUED)

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 9.)

As of December 1, 2006, the Company, through its wholly owned subsidiary Ole
Auto Group, Inc. began operating an automotive sales lot and finance operations
in Fort Worth, Texas, that focuses exclusively on the Buy Here-Pay Here segment
of the used car market. The Company's sales lot features a variety of makes and
models and a range of sales prices. There were no auto sales during 2006. The
Company also purchased receivables as part of the formation of the Ole Auto
Group, Inc. (See note 3).

The sub-prime segment of the independent used car sales and finance market is
serviced primarily by numerous small independent used car dealerships that sell
and finance the sale of used cars to individuals with limited or damaged credit
histories. Many independent used car dealers are not able to obtain debt
financing from traditional lending sources such as banks, credit unions, or
major finance companies. Many of these dealers typically finance their
operations through the sale of contract receivables at a discount. Buy Here-Pay
Here dealers sell and finance used cars to individuals with limited credit
histories or past credit problems. The Buy Here-Pay Here industry focuses on
customers, collectively referred to as "sub-prime or `D' Borrowers", who (1) do
not have traditional bank accounts or do not rely on traditional financial
services relationships, or "un-banked" consumers, or (2) do not have the ability
to obtain credit from traditional sources such as banks and credit unions due to
limited credit histories, low income, past credit problems, or "credit-impaired"
borrowers. Buy Here-Pay Here payment arrangements are often construed to be
within the "sub-prime" category of financing and lending.

The Company will provide financing for substantially all of its vehicle sales
using retail installment loan contracts. As a Buy-Here Pay-Here dealer, the
Company offers the customer certain advantages over more traditional financing
sources including: broader underwriting guidelines, flexible payment terms
including structuring loan payment due dates as weekly or biweekly, often
coinciding with the customer's payday, and the ability to make payments in
person at the dealerships.


                                       6


NOTE 3.  NOTES RECEIVABLE

As part of the formation of Ole Auto Group, Inc., the Company acquired
receivables and is accounting for its interest in the outstanding receivables
under SOP 03-3, Accounting for Certain Loans or Debt Securities Acquired in a
Transfer, ("SOP 03-3"). Under SOP 03-3, future cash proceeds on the outstanding
receivables are split between their accretable yield, which represents the
difference between the estimated cash collections and the carrying value of the
receivables, and the non-accretable yield, which represents the excess of
contractual cash flows over the estimated cash collections. The accretable yield
is recognized as interest income, within other income on the Company's statement
of operations, using the effective interest method over the expected term of the
receivables. Future decreases in estimated cash flows will be recognized as an
impairment charge and corresponding valuation allowance against the outstanding
receivables. Subsequent increases in the estimated cash flows, if any, will be
recognized prospectively as an adjustment to the receivables' accretable yield
over the remaining life of the receivables, after first reversing any previously
recorded valuation allowance.

As of the acquisition date for purposes of accounting under SOP 03-3, the
Company calculated the accretable yield related to the outstanding financing
receivables as follows:

     Accretable yield:
     Cash flows expected to be collected as of acquisition date  $576,144
     Less: Carrying value as of acquisition date                  520,000
                                                                  -------

     Accretable yield as of acquisition date                     $ 56,144
                                                                 ========

The net cash flows expected to be collected is net of an expected default amount
of $64,250. The Company recognized $18,508 of accretable yield during the three
months ended June 30, 2007 as revenues from operations.

NOTE 4.  FURNITURE, FIXTURES & EQUIPMENT

The Company's fixed assets consist of buildings, furniture and computers in its
operations at Ole Auto Group. The useful lives are estimated between forty years
for the building and five to seven years for the computers and equipment. The
assets are being depreciated on the straight-line method.

NOTE 5.  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.


                                       7


NOTE 6.  INCOME TAXES

Deferred taxes are recognized primarily for net operating losses that are
available for carryback to offset prior taxable income. Based on the June 30,
2007 loss, FPFG will have a net operating loss carryforward available of
approximately $3,800,000. 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 7.  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 8.  OTHER ASSETS

FPFG retains a claim against the bankruptcy estate of its former subsidiaries
for 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. Neither FPFG, nor the
bankruptcy trustee, can estimate the amount or timing of any future payments.
(See Note 9).

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 9.  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. The Company has recorded a contingent
liability of $3,450,000 based on the funds received by the Grantor Trust from
the FPFI Creditor Trust. No creditors have initiated a claim against FPFG. 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


                                       8


NOTE 9.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

that these leases will be renewed or replaced by leases on other properties. The
leases provide for increases in future minimum annual rental payments. The
following is a schedule by year of future minimum rental payments required under
the operating lease agreements:

            Year Ending
            December 31        Amount
            ------------     ----------
                  2007       $  240,954
                  2008          303,912
                  2009          303,912
                  2010          303,912
                  2011          303,912
            Thereafter                0
                              ----------
                              $1,456,602
                              ==========

Total minimum lease payments do not include contingent rentals that may be paid
under certain leases because of use in excess of specified amounts.

NOTE 10.  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 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.

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


                                       9


NOTE 10.  STOCKHOLDERS' EQUITY (CONTINUED)

then outstanding shares unless the Company obtains a fairness opinion with
respect to such transaction.

NOTE 11.  STOCK OPTION PLAN

Effective January 1, 2006, under the modified prospective method, the Company
adopted the provisions of SFAS 123(R), Share-Based Payment, a replacement of
SFAS No. 123, Accounting For Stock-Based Compensation, and rescission of APB
Opinion No. 25, Accounting for Stock Issued to Employees. This statement applies
to all awards granted after the effective date and to modifications, repurchases
or cancellations of existing awards.

On December 12, 2006, the registrant's board of directors approved the Stock
Option Plan for FIRSTPLUS Financial Group, Inc. (the "Plan"). The Plan made
4,500,000 shares of the registrant's common stock available for issuance as
awards under the Plan. Officers, directors and employees of the registrant, and
employees of the registrant's wholly-owned subsidiary, Ole Auto Group, Inc., are
eligible to receive awards under the Plan.

Awards under the Plan may consist of a stock option or a restricted share award.
Stock options may take the form of an incentive stock option or a non-qualified
stock option. The Plan will be administered, including determination of the
recipients of, and the nature and size of, awards granted under the Plan, by the
committee of the board of directors meeting the criteria set forth in the Plan.
If the board of directors has not appointed such a committee, the Plan will be
administered by the board of directors.

The exercise price of an option shall not be less than the fair market value, as
defined under the Plan, on the date of grant. Unless otherwise provided in an
option agreement, options granted under the Plan will vest as follows:

      o     one-third of the options will vest on the date of the grant

      o     one-third of the options will vest on the first anniversary of the
            date of the grant; and

      o     one-third of the options will vest on the second anniversary of the
            date of the grant.

Unless the terms of an option agreement provide for a different date of
termination, the unexercised portion of an option award shall automatically and
without notice terminate and become null and void at the time of the earliest to
occur of the following:


                                       10


NOTE 11.  STOCK OPTION PLAN (CONTINUED)

      o     immediately upon termination of employment (or termination of
            service as a director) with the registrant as a result, in whole or
            in material part, of a discharge for cause;

      o     the 60th day following optionee's termination of employment (or
            termination of service as a director) with the registrant for any
            reason except cause; provided, however, that if the optionee shall
            die during such sixty (60) day period, he or she will be deemed to
            have terminated employment (or termination of service as a director)
            as a result of death, and the termination of the option will be
            governed by the previous clause; oro on the 180th day following a
            termination of employment (or termination of service as a director)
            by reason of death or disability; or

      o     the tenth (10th) anniversary of the date of grant.

The restricted stock awards will be subject to the restrictions and the
restriction period determined by the board of directors. Each grant of
restricted stock may be subject to a different restriction period. The holders
of restricted stock will have the right to vote the shares but will not have the
right to receive any dividends declared or paid with respect to the shares. The
recipient of a restricted stock award will be required to purchase the
restricted stock from the registrant at a purchase price equal to the greater of
(a) the aggregate par value of the shares represented by such restricted stock,
or (b) the purchase price, if any, specified in a restricted stock agreement.
Upon the expiration or termination of the restriction period and the
satisfaction of any other conditions prescribed by the Board, having properly
paid the purchase price, the restrictions applicable to shares of restricted
stock shall lapse, and, unless otherwise provided in restricted stock agreement,
the shares shall be delivered, free of all such restrictions, to the holder.

The fair value of the option grants is estimated as of the date of the grant
using the Black-Scholes option pricing model with the following assumptions:

                                     2006
                                    ------
      Risk Free Interest Rate        4.28%
      Expected Dividend Yield       32.82%
      Expected Lives (years)         2.00%
      Expected Volatility           61.00%
      Forfeiture Rate                0.00%

The risk-free interest rate is based on the U.S. Treasury Bill rates. The
dividend yield reflects the expected dividend to be paid in accordance with the
Settlement Agreement (See note 10). Expected volatility was based on a
market-based implied volatility. The expected term of the options is based on
what the Company believes will be representative of future behavior. In
addition, the Company is required to estimate the expected forfeiture rate and
recognize expense only for those shares expected to vest. If the actual
forfeiture rate is materially different from the estimate, the stock-based


                                       11


NOTE 11.  STOCK OPTION PLAN (CONTINUED)

compensation expense could be significantly different from what the Company has
recorded in the current period.

SFAS No. 123(R) also requires the benefits of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow, rather
than as an operating cash flow as previously required under EITF Issue No.
00-15, Classification in the Statement of Cash Flows of the Income Tax Benefit
Received by a Company upon Exercise of a Nonqualified Employee Stock Option.
This requirement does not affect the Company's net operating cash flows or its
net financing cash flows in the three month period ended June 30, 2007.

In connection with the termination of employment by former members of management
in June 2007, the Company recognized $7,232 of compensation expense for the
quarter ended June 30, 2007.

NOTE 12.  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 Former Director, is a Manager and Member of Capital Lending Strategies,
LLC.

The Company has loaned to Capital Lending Strategies, LLC since 2002
approximately $275,000. The loan balance at June 30, 2007 was $63,132. 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 Former
Director, is Executive Vice President of Dexter & Company.

NOTE 13.  RECENT ACCOUNTING PRONOUNCEMENTS

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


                                       12


NOTE 13. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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 14.  SUBSEQUENT EVENTS

On July 23, 2007, Rutgers Investment Group, Inc., a wholly-owned subsidiary of
the Registrant ("Rutgers"), entered into a definitive purchase agreement with
Rutgers Investment Group, LLC (the "Seller"), and Learned Associates of North
America, LLC, Seven Hills Management, LLC ("Seven Hills") and Peter S. Fox, the
members of the Seller, to purchase substantially all of seller's assets related
to its commercial and consumer lending business. The transaction was consummated
simultaneously. The purchase price consisted of a cash payment of $1,825,000 and
500,000 shares of common stock of the Registrant, the closing price of which on
Friday, July 20, 2007 was $0.18 per share. Rutgers also agreed to assume certain
specified liabilities of the Seller.

The assets purchased were the subject of a limited scope business evaluation
report, which confirmed the valuation of such assets. Based in part upon such
report, the Registrant concluded that the value of the assets purchased exceeded
the purchase price therefor.

Rutgers has retained an independent consultant to facilitate its applications in
14 states for licensure as a mortgage banker. It anticipates that it will
provide first and second mortgage loans, construction and hard money loans,
international letters of credit and equity and credit lines. Pending the
completion of licensure in a state in which application has been made, Rutgers
will act as a broker for licensed lenders.

On July 30, 2007, First Plus Enterprises, Inc. ("FP Enterprises") and First Plus
Development Company ("FP Development"), both wholly-owned subsidiaries of the
Registrant, entered into a definitive purchase agreement with Globalnet
Enterprises, LLC (the "Seller"), and its members: Learned Associates of North
America, LLC, Seven Hills Management, LLC, Diversified Development LLC and Ajax
Baron, LLC, to purchase all of the limited liability company interests (the
"Interests") of Globalnet Development Co., LLC ("Globalnet Development"),
Globalnet Facility Services Co., LLC ("Globalnet Facility Services") and
Globalnet Restoration Co., LLC ("Globalnet Restoration"). The transactions were
consummated simultaneously. The purchase price consisted of a cash payment of
$4,540,000 ($3,045,000 of which was paid at closing and the balance of which is
payable on the second anniversary of closing) and 1,100,000 shares of common
stock of the Registrant, the closing price of which on Friday, July 27, 2007 was
$.17 per share.


                                       13


NOTE 14.  SUBSEQUENT EVENTS (CONTINUED)

The Interests purchased were the subject of a limited scope business evaluation
report, which confirmed the valuation of such Interests. Based in part upon such
report, the Registrant concluded that the value of the Interests purchased
exceeded the purchase price therefor.

Globalnet Restoration performs restorative services on commercial, industrial,
and residential facilities as a result of unlawful activity or natural disaster,
i.e., damage caused by fire, flood, hurricane, wind, etc. Globalnet Restoration
contracts with insurance companies prior to "securing" facilities - removing
damaged interior materials prior to reconstruction.

Globalnet Development handles all types of construction projects and project
management - from new construction to "rehabs" and reconstruction. Globalnet
Development offers a full complement of construction services: general
contracting; construction management; project design and building; and renewal
and renovation.

Globalnet Facility Services offers a single source for commercial, industrial,
and residential facility care and cleaning services - both interior and
exterior.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

BUSINESS OPERATIONS AND HISTORY

      FIRSTPLUS Financial Group, Inc. (the "Company") was a diversified consumer
finance company that originated, serviced, and sold consumer finance
receivables. The Company operated through various subsidiaries until 1998 when
macroeconomic factors adversely affected financial markets and largely destroyed
the industry's access to the capital markets. Without access to working capital,
the Company's ability to provide consumer-based products evaporated and, like
virtually all its competitors, it saw its business liquidated to satisfy
obligations. The Company's principal operating subsidiary, FIRSTPLUS Financial,
Inc. ("FPFI"), engaged in the business of originating, purchasing, marketing and
servicing home equity loans. Prior to the collapse of the financial markets, its
primary loan product was a credit consolidation or home improvement loan, which
was generally secured by a second lien on real property (commonly referred to as
a "high loan to value" or "HLTV" loan). In March 1999, two wholly-owned
subsidiaries then owned by the Company, including FPFI, filed for reorganization
under Chapter 11 of the United States Bankruptcy Code. Neither the Company, nor
any of its other subsidiaries, sought bankruptcy protection.


                                       14


      FPFI's plan of reorganization was confirmed on April 7, 2000 by the United
States Bankruptcy Court, Northern District of Texas, Dallas Division. The plan
of reorganization 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. Under the plan of reorganization,
the Company still owned FPFI but could not transfer its interest in FPFI until
the Creditor Trust terminates. However, the Creditor Trust trustee is the sole
officer and director of FPFI. The stock was then 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.

      In the plan of reorganization, the Company was able to resolve many of its
own creditor claims through the plan of reorganization. In addition, 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. At that time, the
amount and timing of cash flow from residuals were completely unknown. The
Company has no operations with respect to, or any control over, the securitized
loans.

      To settle other claims asserted against it, the Company assigned portions
of the FPFG Intercompany Claim to various creditors. Consistent with the plan of
reorganization, in settlement of the claims of the holders of the Company's
7.25% Convertible Subordinated Notes due 2003 (the "Bondholders"), the
Bondholders received an instrument representing the right to receive an
assignment of 25% of the FPFG Intercompany Claim, permitting the Bondholders to
become a direct beneficiary of the Creditor Trust, and an agreement to instruct
the Creditor Trust to make two payments to the Bondholders of $1,428,000 based
on certain conditions. The Bondholder settlement was consummated in June 2001.
Two of the Bondholders also received agreements allowing them to convert
portions of their new interest into an aggregate of 5,555,000 shares of the
Company's common stock, and the conversion rights have been fully executed. In
2006, the Company received a reassignment of a 444,440 units of the interests,
out of 33,212,000 units initially issued, from the Bondholders with conversion
rights.

      The Company has agreed to pay 1.86% of the distributions it receives, up
to an aggregate amount of $931,000, on the FPFG Intercompany Claim to Thaxton
Investment Corporation ("Thaxton"). The amounts payable to Thaxton are based on
a settlement of disputes concerning the purchase price paid by Thaxton to


                                       15


FirstPlus Consumer Finance, Inc. ("Consumer Finance"), then a subsidiary of the
Company, pursuant to the sale of all of the assets of Consumer Finance to
Thaxton in 1999. The Company has previously discussed with other creditors
settlement of various claims by assignment of portions of the FPFG Intercompany
Claim. For example, the Company had agreed to assign a 7.6% interest in the
distributions to its former landlord in connection with amendments to the
Company's then existing lease for its executive and administrative offices.
However, negotiations with this landlord and other parties have been dormant in
recent years. There is no assurance that these parties will not assert claims in
excess of the Company's current estimate of the value of these claims or that
there are no additional parties who may assert claims with respect to the FPFG
Intercompany Claim.

LIQUIDITY AND CAPITAL RESOURCES

      Since the bankruptcy proceedings, the FPFG Intercompany Claim had been the
only substantial asset of the Company and the only source of potential payment
for its obligations. The Company has recorded an allowance since any claim would
be dependent on the receipt of funds from the bankruptcy estate of the Company's
former subsidiaries. The Company has recorded a contingent liability of
approximately $3.5 million based on the funds received by the Grantor Trust from
the Creditor Trust. There can be no assurance as to the ultimate value of the
FPFG Intercompany Claim or the timing of distributions on the FPFG Intercompany
Claim.

      In 2002, the Company established the FirstPlus Financial Group, Inc.
Grantor Residual Trust (the "Grantor Trust") and assigned to it the Company's
then remaining interest in the Intercompany Claim. Under the terms of a
settlement agreement with the petitioners in a 2006 action against the Company,
it agreed that upon receipt by the Grantor Trust of funds in respect of the
Intercompany Claim, the Company would cause the Grantor Trust, subject to
certain limitations, to distribute 50% of such funds annually to stockholders of
the Company.

      The sole source of required distributions from the Grantor Trust to
stockholders Are distributions from the FPFI Creditor Trust to the Grantor
Trust. The Company does not know if and when additional distributions will be
made from the FPFI Creditor Trust and is unable to influence the independent
trustee's decisions in this regard.

      Primarily due to lack of funds, the Company had for the most part been in
a dormant capacity from 1999 to 2006. 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. During 2006, the Company began
analyzing an opportunity to enter the "Buy-Here Pay-Here" auto finance industry.
Based on this analysis, the Company 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 Ole Auto Group, Inc. ("Ole") in
order to carry out this activity and acquired a pool of motor vehicle retail


                                       16


installment sale contracts and security agreements. Initially, the Company
intends to open auto dealership operations in the Dallas-Fort Worth area and
purchase cars and offer financing to its customers, typically marketing to
customers with limited credit history or past credit problems.

      As of June 30, 2007, the Company had approximately $9.2 million in cash
and cash equivalents which management believes will be sufficient to cover
operating expenses for the next twelve months. The Company does not believe it
will have to raise additional funds in the next twelve months, although future
growth may require the Company to raise additional funds.

      On July 23, 2007, Rutgers Investment Group, Inc., a wholly-owned
subsidiary of the Registrant ("Rutgers"), entered into a definitive purchase
agreement with Rutgers Investment Group, LLC (the "Seller"), and Learned
Associates of North America, LLC, Seven Hills Management, LLC ("Seven Hills")
and Peter S. Fox, the members of the Seller, to purchase substantially all of
seller's assets related to its commercial and consumer lending business. The
transaction was consummated simultaneously. The purchase price consisted of a
cash payment of $1,825,000 and 500,000 shares of common stock of the Registrant,
the closing price of which on Friday, July 20, 2007 was $0.18 per share. Rutgers
also agreed to assume certain specified liabilities of the Seller.

      On July 30, 2007, First Plus Enterprises, Inc. ("FP Enterprises") and
First Plus Development Company ("FP Development"), both wholly-owned
subsidiaries of the Registrant, entered into a definitive purchase agreement
with Globalnet Enterprises, LLC (the "Seller"), and its members: Learned
Associates of North America, LLC, Seven Hills Management, LLC, Diversified
Development LLC and Ajax Baron, LLC, to purchase all of the limited liability
company interests (the "Interests") of Globalnet Development Co., LLC
("Globalnet Development"), Globalnet Facility Services Co., LLC ("Globalnet
Facility Services") and Globalnet Restoration Co., LLC ("Globalnet
Restoration"). The transactions were consummated simultaneously. The purchase
price consisted of a cash payment of $4,540,000 ($3,045,000 of which was paid at
closing and the balance of which is payable on the second anniversary of
closing) and 1,100,000 shares of common stock of the Registrant, the closing
price of which on Friday, July 27, 2007 was $.17 per share.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2006.

      The Company has had virtually no liquidity and no operations for several
years. The Company's main asset has been the FPFG Intercompany Claim. The timing
and amounts to be received on the FPFG Intercompany Claim are based on the
performance of underlying loans in asset backed securitizations, and subject to
many uncertainties. The FPFG Intercompany Claim began producing cash flow to the
Company in 2005 and 2006, but due to 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


                                       17


Action No. 05-02962; in the 298th District Court of Dallas County, Texas, the
funds were held in the registry of the court. In May 2006, over the objections
of George Davis, the court authorized the release of approximately $10 million
to the Grantor Trust.

      As noted above, the Company had no operations during 2006 until November
2006. The Company's activities during 2006 were primarily focused on responding
to litigation and trying to preserve liquidity in order to emerge from
operational dormancy and to develop new business opportunities.

      During 2006, with a portion of the funds from the FPFG Intercompany Claim,
the Company began to explore business opportunities. The Company determined to
enter into the Buy-Here Pay-Here automobile sales and finance business, and
operations began in 2007. However, the Company purchased an automobile
receivable portfolio in November of 2006 for a purchase price of $520,000.

      During the quarter ended March 31, 2007, Ole opened 3 auto sales and
finance locations. The first location was opened on January 1, 2007 in Fort
Worth, Texas. The other two locations were opened in Dallas, Texas during March
of 2007.

      Revenues for the six months ended June 30, 2007 were generated from the
auto sales and finance operations and consisted of gross revenues from auto
sales of approximately $6.2 million, interest income of approximately $109,000
and other income of approximately $87,000.

      Ole sold 479 vehicles during its first and second quarter of operations
for a gross profit margin of approximately 31.3% on financed sales. For these
sales, Ole collected approximately $996,000 in cash down payments and recorded
approximately $5 million in finance receivables. An allowance for uncollectible
accounts was provided for against the finance receivables at a rate of 15%,
which at June 30, 2007, the recorded allowance was approximately $726,000. The
weighted average interest rate on the receivable portfolio is approximately
14.6% at June 30, 2007.

      As of June 30, 2007, no receivables were greater than 60 days past due,
however fifteen vehicles were repossessed during the quarter then ended.

      Ole had 107 vehicles in inventory as of June 30, 2007 in the amount of
approximately $756,000. This inventory is located at the three sales locations.
The inventory consists of a mix of 46% cars, 26% trucks, 21% SUVs , and, 7%
vans.

      Operating expenses for the six months ended June 30, 2007 include expenses
for the Ole operations as well as for the Company, and consist of a provision
for loan losses of approximately $726,000, salaries of approximately $249,000
and commissions of approximately $196,000 related to Ole, facility rents of
approximately $129,000, professional fees related to acquisitions and
organizational matters of approximately $201,000 and other overhead of
approximately $1.1 million. During the six months ended June 30, 2006, the
Company had no operations other than responding to various litigation actions.


                                       18


Accordingly, the operating expenses were approximately $1.78 million during the
six months ended June 30, 2006, which consisted primarily of legal and
professional fees.

      Additionally, the Company earned approximately $114,000 in non-operating
interest income on investments owned during the six months ended June 30, 2006.


FIRSTPLUS FINANCIAL, INC.

      As reported in the Company's periodic filings under the Securities
Exchange Act of 1934, as amended, the Company's wholly-owned subsidiary,
FirstPlus Financial, Inc. ("FPFI"), filed for reorganization under Chapter 11 of
the Bankruptcy Code in March 1999. On April 7, 2000, the United States
Bankruptcy Court, Northern District of Texas, Dallas Division, confirmed FPFI's
plan of reorganization ("Plan"). The Plan, INTER ALIA, provided for the creation
of a Creditor Trust to hold assets, resolve claims and make distributions in
accordance therewith ("Creditor Trust"). Pursuant to the Plan, the outstanding
stock of FPFI was to remain unimpaired. Subsequent to confirmation of the Plan
and notwithstanding the plain language to the contrary, the FPFI stock was
transferred from the Company into a trust controlled by the trustee of the
Creditor Trust ("Trustee").

      The current Board of Directors of the Company, elected in June 2007, views
the transfer of the FPFI stock by prior management and the Trustee to have been
beyond the scope what was approved under the Plan and beyond the authority of
the Company's prior management and the Trustee to implement. The Company is the
rightful beneficial owner of the stock of FPFI and of FPFI's assets. The Company
has advised the Trustee of its position and has requested that certain financial
information be provided by the Creditor Trustee. The Company has requested a
meeting with the Trustee to discuss the ownership of FPFI, at which meeting it
also intends to assert that there is no continuing need for the Creditor Trust.
The Company today has ongoing operations and new management that could continue
to implement the Plan at a fraction of the costs being incurred by the Creditor
Trust. To date, a meeting with the Trustee has not been scheduled. The Board of
Directors intends to employ any and all available legal remedies in support of
the Company's position.

RISK FACTORS

THE COMPANY WOULD BE ADVERSELY AFFECTED IF ITS COMMERCIAL AND CONSUMER LENDING
BUSINESS LOST ITS LICENSES OR IF MORE BURDENSOME GOVERNMENT REGULATIONS WERE
ENACTED IN THE FUTURE.

      Rutgers Investment Group Inc.'s operations are subject to regulation,
supervision and licensing under various federal, state and local statutes,
ordinances and regulations. These rules and regulations generally provide for
licensing as a commercial or consumer lender, limitations on the amount,
duration and charges, including interest rates, for various categories of loans,
requirements as to the form and content of finance contracts and other
documentation, and restrictions on collection practices and creditors' rights.
Rutgers Investment Group Inc. is also subject to extensive federal regulations
which require it to provide certain disclosures to prospective borrowers,


                                       19


protect against discriminatory lending practices and unfair credit practices and
prohibit the Company from discriminating against credit applicants on the basis
of race, color, sex, age or marital status. Rutgers Investment Group Inc. is
also required to maintain the privacy of certain consumer data in its possession
and to periodically communicate with consumers on privacy matters.

      There can be no assurance that the Rutgers Investment Group Inc. will be
able to maintain all requisite licenses and permits, and the failure to satisfy
those and other regulatory requirements could have a material adverse effect on
its operations. Further, the adoption of additional, or the revision of
existing, rules and regulations could have a material adverse effect on the
Company's business and results of operations.

THE COMPANY WOULD BE ADVERSELY AFFECTED IF ITS COMMERCIAL REAL ESTATE REPAIR AND
RESTORATION BUSINESS LOST ITS LICENSES OR IF MORE BURDENSOME GOVERNMENT
REGULATIONS WERE ENACTED IN THE FUTURE.

      First Plus Enterprises, Inc. and First Plus Development Company's
operations are subject to regulation, supervision and licensing under various
federal, state and local statutes, ordinances and regulations. These rules and
regulations generally provide for licensing as commercial real estate repair and
restoration companies.

      There can be no assurance that the companies will be able to maintain all
requisite licenses and permits, and the failure to satisfy those and other
regulatory requirements could have a material adverse effect on its operations.
Further, the adoption of additional, or the revision of existing, rules and
regulations could have a material adverse effect on the Company's business and
results of operations.

THE COMPANY'S FAILURE TO ATTRACT AND RETAIN KEY PERSONNEL COULD HARM ITS
BUSINESS.

      The Company's future success depends to a significant extent on the
continued services of its senior personnel, particularly John Maxwell, its
President and Chief Executive Officer and President of Firstplus Enterprises,
William Handley, its Chief Financial Officer, David Roberts, President of
Rutgers Investment Group, Inc., and William Bianco, President of Firstplus
Development Company.

      The loss of the services of Messrs. Maxwell, Handley, Roberts and Bianco
would likely have an adverse effect on the Company's business, results of
operations and financial condition. The Company's businesses require managerial,
financial and operational expertise and its future success depends upon the
continued service of key personnel. The Company operates in specialized
industries. The Company's key personnel have experience and skills specific to
these industries, and there is a limited number of individuals with the relevant
experience and skills. The Company does not have employment agreements with its
executive officers; however, Rutgers Investment Group, Inc., Firstplus
Enterprises, Inc. and Firstplus Development Company have employment agreements
with its executive officers. If the Company loses any of its key personnel, its
business operations could suffer.


                                       20


OFF-BALANCE SHEET ARRANGEMENTS.

      The Company does not have any off-balance-sheet arrangements.

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.

      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.

ITEM 3. CONTROLS AND PROCEDURES

      The Company's management, with the participation of its Principal
Executive Officer and 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 and 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 and only recently began operations, the Company had only three officers
and employees as of June 30, 2007. Therefore, management's assessment has
concluded that, as of June 30, 2007, 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.


                                       21


      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.


                                       22


PART II OTHER INFORMATION

ITEM 6.     EXHIBITS

Number      Description
------      -----------

  31.1      Certification of Principal Executive Officer pursuant to Section
            302(a) of the Sarbanes-Oxley Act of 2002

  31.2      Certification of Principal Accounting Officer pursuant to Section
            302(a) of the Sarbanes-Oxley Act of 2002

  32.1      Certification of Principal Executive Officer of Periodic Report
            Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

  32.2      Certification of Principal Accounting Officer of Periodic Report
            Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

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


                                       23


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: August 17, 2007                    By: /s/ John Maxwell
                                              ----------------------------------
                                              President and Chief Executive Officer
                                              (Principal Executive Officer)

Dated: August 17, 2007                    By: /s/ William Handley
                                              ----------------------------------
                                              Chief Financial Officer
                                              (Principal Accounting Officer)


                                       24`