**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: **March
      31, 2007**





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


For
      the
      transition period from ____________ to ____________




Commission
      File Number:  **0-27750**





**FirstPlus
      Financial Group, Inc.**


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




**Nevada**
            **75-2561085**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)





**5100
                North O'Connor Blvd., 6th Floor**
              **Irving,
                Texas**(Address
                of principal executive offices)**(214)
                496-1266**(Issuer's
                telephone number)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o





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





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





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







**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





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





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







**INDEX**




PagePart
                I. Financial Information
            1Item
                1. Financial Statements
            1Consolidated
                Balance Sheet at March 31, 2007 (unaudited)
            1Consolidated
                Statements of Operations for the
              Three
                Months and Nine Months Ended March 31, 2007 and 2006
                (unaudited)
            2Consolidated
                Statements of Cash Flows for the
              Nine
                Months ended March 31, 2007 and 2006 (unaudited)
            3Notes
                to Consolidated Financial Statements (unaudited)
            4Item
                2. Management's Discussion and Analysis or Plan of
                Operations
            10Item
                3. Controls and Procedures
            13Part
                II Other Information
            14Item
                1. Legal Proceedings
            14Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            14Item
                3. Defaults Upon Senior Securities
            14Item
                4. Submission of Matters to a Vote of Security Holders
            14Item
                5. Other Information
            14Item
                6. Exhibits
            14










FIRSTPLUS
      Financial Group, Inc.


Consolidated
      Balance Sheet


March
                  31, 2007(Unaudited)**ASSETS:**Cash
                  and cash equivalents
              
              $
              12,917,658Accounts
                  receivable (net of allowance for doubtful accounts of
                  $169,782)
              
              
              962,102Inventory
              
              
              978,125Prepaid
                  expenses
              
              
              11,929Furniture,
                  fixtures and equipment (net of accumulated depreciation of
                  $4,704)
              
              
              574,514Land
              
              
              1,040,000Note
                  receivable Capital Lending Strategies, LLC
              
              
              71,184Notes
                  receivable
              
              
              425,725Security
                  deposits
              
              
              32,500Deferred
                  tax asset
              
              
              93,300Investment
                  in Capital Lending Strategies, LLC
              
              
              71,150Total
                  assets
              
              $
              17,178,187**LIABILITIES**
                **AND
                  STOCKHOLDERS' EQUITY:**Accounts
                  payable
              
              $
              134,671Income
                  taxes payable
              
              
              93,300Accrued
                  expenses
              
              
              423,268Notes
                  payable
              
              
              104,000Total
                  liabilities
              
              
              755,239Commitments
                  and contingencies (see note 9)
              
              
              3,450,000Stockholders'
                  equity:Common
                  stock, $.01 par value, 100,000,000 shares authorized; 48,245,090
                  shares
                  issued and outstanding
              
              
              482,451Additional
                  paid in capital
              
              
              17,306,122Accumulated
                  defict since December 31, 2002 when a deficit of $312,527,864
                  was eliminated in connection with a
                  quasi-reorganization
              
              
              (4,815,625
              )Total
                  stockholders' equity
              
              
              12,972,948Total
                  liabilities and stockholders' equity
              
              $
              17,178,187





The
      accompanying notes are an integral part of these financial
      statements





1




FIRSTPLUS
      Financial Group, Inc.


Consolidated
      Statements of Operations


(Unaudited)


For
                  the Three Months EndedMarch
                  31,2007
              
              2006Revenues
              
              $
              1,430,783
              
              $
              -Cost
                  of goods sold
              
              
              952,499
              
              
              -Gross
                  profit
              
              
              478,284
              
              
              -Operating
                  expenses :General
                  and administrative
              
              
              742,608
              
              
              320,066Total
                  operating expenses
              
              
              742,608
              
              
              320,066Operating
                  income (loss )
              
              
              (264,324
              )
              
              (320,066
              )Non-operating
                  income:Interest,
                  net
              
              
              183,265
              
              
              70,729Income
                    (loss) before provisionfor
                    income taxes
              
              
              (81,059
              )
              
              (249,337
              )Provision
                  for income taxes
              
              
              -
              
              
              -Net
                  income (loss )
              
              $
              (81,059
              )
              $
              (249,337
              )Earnings
                  (loss ) per share
              
              $
              -
              
              $
              (0.01
              )Weighted
                    average of common shares outstanding
              
              
              48,245,090
              
              
              45,340,090




The
      accompanying notes are an integral part of these financial
      statements


2




FIRSTPLUS
      Financial Group, Inc.


Consolidated
      Statements of Cash Flows


(Unaudited)


For
                  the Three Months EndedMarch
                  31,2007
              
              2006Cash
                  flow from operating activities:Net
                  income (loss)
              
              $
              (81,059
              )
              $
              (249,337
              )Adjustments
                    to reconcile net income tonet cash provided (used) by operating
                    activities:Accrued
                  interest income
              
              
              -
              
              
              (62,031
              )Depreciation
              
              
              3,987
              
              
              -Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (962,102
              )
              
              -Inventory
              
              
              (411,980
              )
              
              -Prepaid
                  expenses
              
              
              17,714
              
              
              (64,583
              )Notes
                  receivable
              
              
              55,748
              
              
              -Security
                  deposits
              
              
              (9,500
              )
              
              -Accounts
                  payable
              
              
              (37,068
              )
              
              -Accrued
                  expenses
              
              
              402,704
              
              
              (161,210
              )Net
                  cash provided (used) by operating activities
              
              
              (1,021,556
              )
              
              (537,161
              )Cash
                  flows from investing activities:Purchase
                  of furniture, fixtures, and equipment
              
              
              (553,923
              )
              
              -Advance
                  to Versatile Consulting LLC
              
              
              -
              
              
              (250,000
              )Purchase
                  of land
              
              
              (1,040,000
              )
              
              -Collection
                  on bankruptcy estate claim
              
              
              2,341,761
              
              
              -Commitment
                  on bankruptcy estate claim
              
              
              366,240
              
              
              -Collection
                  on note receivable Capital Lending Strategies, LLC
              
              
              11,159
              
              
              10,500Net
                  cash provided (used) by investing activities
              
              
              1,125,237
              
              
              (239,500
              )Cash
                  flows from financing activities:Note
                  payable - Olé Auto Group
              
              
              (208,000
              )
              
              -Net
                  cash used by financing activities
              
              
              (208,000
              )
              
              -Net
                  increase (decrease) in cash
              
              
              (104,319
              )
              
              (776,661
              )Cash
                  at the beginning of the period
              
              
              13,021,977
              
              
              1,304,396Cash
                  at the end of the period
              
              $
              12,917,658
              
              $
              527,735Supplemental
                  disclosure of cash flow information:Cash
                  paid for:Interest
              
              $
              -
              
              $
              -Taxes
              
              $
              -
              
              $
              -




The
      accompanying notes are an integral part of these financial
      statements




3




FIRSTPLUS
      Financial Group, Inc.


Notes
      to
      Consolidated Financial Statements




Note
      1.   Basis
      of
      Presentation





The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      of
      America for interim financial information. In the opinion of management, such
      statements include all adjustments consisting only of normal, recurring
      adjustments necessary for a fair presentation of the Company’s financial
      position, results of operations and cash flows at the dates and for the periods
      indicated. Pursuant to accounting requirements of the Securities and Exchange
      Commission (the “SEC”) applicable to Quarterly Reports on Form 10-QSB, the
      accompanying financial statements do not include all disclosures required by
      accounting principles generally accepted in the United States of America for
      audited financial statements. While the Company believes that the disclosures
      presented are adequate to make the information not misleading, these financial
      statements should be read in conjunction with the financial statements and
      related notes for the year ended December 31, 2006 which are contained in the
      Company’s Annual Report on Form 10-KSB. The results for the three month period
      ended March 31, 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 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 Olé 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 Olé Auto
      Group, Inc. (See note 3).





4





Note
      2.   Organization
      and Business (continued)





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. T he
      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.





Note
      3.   Notes
      Receivable





As
      part
      of the formation of Olé 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
              
              $
              576,144Less:
                  Carrying value as of acquisition date
              
              
              520,000Accretable
                  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 $7,018 of accretable yield during the three
      months ended March 31, 2007 as revenues from operations.





Note
      4.   Property,
      Plant & Equipment





The
      Company’s fixed assets consist of buildings, furniture and computers in its
      operations at Olé 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.





5




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.





Note
      6.   Income
      Taxes





Deferred
      taxes are recognized for net operating losses that are available for carryback
      to offset prior taxable income. Based on the March 31, 2007 loss, FPFG will
      have
      a net operating loss carryforward available of approximately $3,500,000. A
      valuation allowance is provided against the deferred tax asset for future
      taxable income as realization is uncertain.





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





Note
      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
      that these leases will be renewed or replaced by leases on other properties.
      The
      leases provide for increases in future minimum annual rental
      payments.





6





Note
      9.   Commitments
      and Contingencies (continued)





The
      following is a schedule by year of future minimum rental payments required
      under
      the operating lease agreements:





*Year
                Ending*
              *December
                31*
            
            *Amount*2007
            
            $
                231,5782008
            
            251,5782009
            
            267,0782010
            
            169,4082011
            
            137,500Thereafter
            
            0$
                1,057,142





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
      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, director and employees of the registrant, and employees
      of
      the registrant’s wholly-owned subsidiary, Olé Auto Group, Inc., are eligible to
      receive awards under the Plan.




7




Note
      11.   Stock
      Option Plan (continued)





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:





·
            one-third
                of the options will vest on the date of the
                grant;


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


·
            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:





·
            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;


·
            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;
                or


·
            on
                the 180th day following a termination of employment (or termination
                of
                service as a director) by reason of death or disability;
                or


·
            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:




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




8




Note
      11.   Stock
      Option Plan (continued)





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
      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 March 31,
      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 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 March 31, 2007 was $71,184. The line of credit
      bears interest at the prime rate of interest as established by the *Wall
      Street Journal* plus 1%
      and matures on the second anniversary of any advance on the line of
      credit.





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





Note
      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 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.




9


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





**General**





FIRSTPLUS
      Financial Group, Inc. (the “Company”) was a diversified consumer finance company
      that originated, serviced, and sold consumer finance receivables. 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.





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
      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.




10




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.





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 Olé Auto Group, Inc. (“Olé”) in
      order to carry out this activity and acquired a pool of motor vehicle retail
      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
      March 31, 2007, the Company had approximately $12.9 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.





**Strategic
      Plan**





Olé’s
      initial efforts have been concentrated on the major metropolitan markets in
      Texas. The two principal components of the Company’s business are the selling
      and financing of used automobiles. The Company believes that its vertically
      integrated structure is its most critical distinguishing characteristic from
      other sub prime indirect auto lenders because it aligns the sales and
      underwriting process and facilitates collaboration toward achieving mutually
      shared objectives.





The
      Company will utilize a “hub and spoke” approach as its template for growth.
      Under this approach, Olé performs specific functions on a centralized basis such
      as vehicle acquisition, accounting, marketing, training, and management
      information systems, polices, compliance and general corporate oversight, while
      decentralizing the sales, service, collections, and payment processing functions
      at the branch level.





As
      the
      Company grows its dealerships in a concentrated geographic area, it will explore
      the cost efficiency of centralizing the reconditioning, underwriting and
      advanced collections components of its operations. As the Company expands to
      multiple cities, the configuration would provide for multiple hubs and with
      a
      centralized corporate structure.





**Results
      of Operations**





*Three
      months ended March 31, 2007 compared to the three months ended March 31,
      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
      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.




11




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, Olé 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
        were generated from the auto sales and finance operations and consisted of
        gross
        revenues from auto sales of approximately $1.38 million, interest income
        of
        approximately $13 thousand and other income of approximately $40
        thousand.
 
 Olé
sold
        117 vehicles during its first quarter of operations for a gross profit margin
        of
        approximately 33.7% on financed sales. For these sales, Olé collected
        approximately $160 thousand in cash down payments and recorded approximately
        $1.1 million in finance receivables. An allowance for uncollectible accounts
        was
        provided for against the finance receivables at a rate of 15%, which at March
        31, 2007, the recorded allowance was approximately $170 thousand. The weighted
        average interest rate on the receivable portfolio is approximately 17.9%
        at
        March 31, 2007.
 
 As
        of
        March 31, 2007, no receivables were greater than 60 days past due, however
        one
        vehicle was repossessed during the quarter then ended.
 
 Olé
had
        137 vehicles in inventory as of March 31, 2007 in the amount of approximately
        $978 thousand. This inventory is located at the three sales locations. The
        inventory consists of a mix of 47% cars, 26% trucks, 21% SUVs , and, 7%
        vans.
 Operating
          expenses for the three months ended March 31, 2007 include expenses for
          the Olé
operations as well as for the Company, and consist of a provision for loan
          losses of approximately $170 thousand, salaries of approximately $171 thousand
          related to Olé, facility rents of approximately $57 thousand, and other overhead
          of approximately $344 thousand. During the three months ended March 31,
          2006,
          the Company had no operations other than responding to various litigation
          actions. Accordingly, the operating expenses were approximately $320 thousand
          during the quarter ended March 31, 2006, which consisted primarily of legal
          and
          professional fees.
 
 Additionally,
          the Company earned approximately $70 thousand in non-operating interest
          income
          on investments owned during the quarter ended March 31,
          2006.




**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.




12




**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 March 31, 2007. Therefore, management’s assessment has concluded that, as of
      March 31, 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.





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.





13




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





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





None





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





None





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





None





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





None





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





None





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





Number
            Description31.1
            Certification
                of Principal Executive Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Principal Accounting Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Principal Executive Officer of Periodic Report Pursuant to Section
                906
                of Sarbanes-Oxley Act of 200232.2
            Certification
                of Principal Accounting Officer of Periodic Report Pursuant to Section
                906
                of Sarbanes-Oxley Act of 2002





14


**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:
              May 21, 2007
            
            /s/ Daniel
              T.
              PhillipsPresident
              and Chief Executive Officer(Principal
              Executive Officer)  Dated:
              May 21, 2007
            By:
            /s/ James
              RoundtreeChief
              Financial Officer(Principal
              Accounting Officer)




15




**EXHIBIT
      INDEX**





Number
            Description31.1
            Certification
                of Principal Executive Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Principal Accounting Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Principal Executive Officer of Periodic Report Pursuant to Section
                906
                of Sarbanes-Oxley Act of 200232.2
            Certification
                of Principal Accounting Officer of Periodic Report Pursuant to Section
                906
                of Sarbanes-Oxley Act of 2002




16