**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, 2008





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from _____________ to ______________


Commission
      file number __________________________________





**FREEDOM
      FINANCIAL GROUP, INC.**





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





Delaware
            
            43-1647559(State or other jurisdiction of incorporation or organization)
            
            (I.R.S. Employer Identification
                No.)





3058
      East
      Elm Street, Springfield, Missouri 65802





(Address
      of principal executive offices)





(417)
      886-6600





(Issuer's
      Telephone Number)





(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 o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes oNo x




**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court. Yes x No o





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date:





As
      of May
      8, 2008 20,462,543 shares of Common Stock, $0.0001 par value were
      outstanding.





Transitional
      Small Business Disclosure Format: Yes o No x





**TABLE
      OF CONTENTS**





**PART
              I. - FINANCIAL INFORMATION**
            **3****ITEM
                1.**
            **Financial
                Statements**
            **3****ITEM
                2.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations**
            **16****ITEM
                3.**
            **Controls
                and Procedures**
            **29****PART
              II. - OTHER INFORMATION**
            **30****ITEM
                1.**
            **Legal
                Proceedings**
            **30****ITEM
                2.**
            **Unregistered
                Sales of Equity Securities and Use of Proceeds**
            **30****ITEM
                3.**
            **Defaults
                Upon Senior Securities**
            **30****ITEM
                4.**
            **Submission
                of Matters to a Vote of Security Holders**
            **30****ITEM
                5.**
            **Other
                Information**
            **30****ITEM
                6.**
            **Exhibits**
            **31****INDEX
                TO EXHIBITS**
            **31**




2


**PART
      I.**- **** **FINANCIAL
      INFORMATION**


**ITEM
                1.**
              **Financial
                  Statements**





**Report
      of Independent Registered Public Accounting Firm**





Audit
      Committee, Board of Directors and Stockholders


Freedom
      Financial Group, Inc.


Springfield,
      Missouri





We
      have
      reviewed the accompanying consolidated balance sheet of Freedom Financial Group,
      Inc. as of March 31, 2008, and the related consolidated statement of operations
      for the three-month period ended March 31, 2008 and stockholders’ equity and
      cash flows for the three-month period ended March 31, 2008. These interim
      financial statements are the responsibility of the Company’s
      management.





We
      conducted our reviews in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). A review of interim financial
      information consists principally of applying analytical procedures to financial
      data and making inquiries of persons responsible for financial and accounting
      matters. It is substantially less in scope than an audit conducted in accordance
      with the standards of the Public Company Accounting Oversight Board, the
      objective of which is the expression of an opinion regarding the financial
      statements taken as a whole. Accordingly, we do not express such an
      opinion.





Based
      on
      our reviews, we are not aware of any material modifications that should be
      made
      to the consolidated financial statements referred to above for them to be in
      conformity with accounting principles generally accepted in the United States
      of
      America.





We
      have
      previously audited, in accordance with the standards of the Public Company
      Accounting Oversight Board (United States), the consolidated balance sheet
      as of
      December 31, 2007 and the related consolidated statements of operations,
      stockholders’ equity and cash flows for the year then ended (not presented
      herein); and in our report dated March 21, 2008 we expressed an unqualified
      opinion on those consolidated financial statements. In our opinion, the
      information set forth in the accompanying consolidated balance sheet as of
      December 31, 2007 is fairly stated, in all material respects, in relation to
      the
      consolidated balance sheet from which it has been derived.





**/s/
      Weaver & Martin, LLC** ****





Kansas
      City, Missouri


May
      8,
      2008


3


**FREEDOM
      FINANCIAL GROUP, INC.**


**Consolidated
      Balance Sheets**




**Unaudited****March 31,**
            
            **December 31,****2008**
            
            **2007****Assets**Cash
                and cash equivalents
            
            $
            2,650,042
            
            $
            1,857,695Finance
                receivables, net
            
            
            9,623,674
            
            
            9,677,815Accrued
                interest receivable
            
            
            101,037
            
            
            124,980Property
                and equipment, net
            
            
            298,864
            
            
            274,426Deferred
                financing costs
            
            
            498,573
            
            
            76,365Other
                assets
            
            
            78,187
            
            
            17,861Total
                assets
            
            $
            13,250,377
            
            $
            12,029,142**Liabilities
                and Stockholders’ Equity****Liabilities**Bank
                line of credit
            
            $
            3,051,648
            
            $
            1,503,567Accounts
                payable
            
            
            22,439
            
            
            20,489Accrued
                expenses
            
            
            40,465
            
            
            32,838Accrued
                compensation costs
            
            
            33,703
            
            
            58,112Dealer
                holdbacks
            
            
            20,251
            
            
            26,388Dealer
                reserves
            
            
            10,749
            
            
            24,993Total
                liabilities
            
            
            3,179,255
            
            
            1,666,387**Stockholders’
                Equity**Common
                stock, $0.0001 par value; 36,000,000 shares authorized; 19,927,001
                shares
                issued; 19,922,543 shares outstanding
            
            
            1,993
            
            
            1,993Additional
                paid-in-capital
            
            
            13,833,802
            
            
            13,802,873Retained
                earnings (deficit)
            
            
            (5,215,839
            )
            
            (5,041,509
            )Accumulated
                other comprehensive income
            
            
            1,451,559
            
            
            1,599,791Treasury
                stock, at cost; 4,458 shares
            
            
            (393
            )
            
            (393
            )Total
                stockholders’ equity
            
            
            10,071,122
            
            
            10,362,755Total
                liabilities and stockholders’ equity
            
            $
            13,250,377
            
            $
            12,029,142





*See
      Notes to Consolidated Financial Statements.*


4


**FREEDOM
      FINANCIAL GROUP, INC.**


**Consolidated
      Statements of Operations**


**Unaudited**




**Three
                Months Ended****March
                31, 2008**
            
            **March
                31, 2007****Revenues**Interest
                income
            
            $
            622,922
            
            $
            651,170Other
                income
            
            
            40,128
            
            
            48,611Total
                revenues
            
            
            663,050
            
            
            699,781**Interest
                Expense**
            
            
            103,205
            
            
            66,466**Revenues
                After Interest Expense**
            
            
            559,845
            
            
            633,315**Provision
                for Credit Losses**
            
            
            31,620
            
            
            364,323**Net
                Revenues After Provision for Credit Losses**
            
            
            528,225
            
            
            268,992**Operating
                Expenses**
            
            
            702,554
            
            
            632,157**Operating
                Loss**
            
            
            (174,329
            )
            
            (363,165
            )**Provision
                for Income Taxes**
            
            
            —
            
            
            —**Net
                Loss**
            
            $
            (174,329
            )
            $
            (363,165
            )**Basic
                and Diluted Loss Per Share**
            
            $
            (0.01
            )
            $
            (0.02
            )





*See
      Notes to Consolidated Financial Statements.*


5


**FREEDOM
      FINANCIAL GROUP, INC.**


**Consolidated
      Statements of Stockholders’ Equity**


**Unaudited**


**Redeemable****Convertible**
              
              **Common
                  Stock**
              
              **Additional**
              
              **Retained**
              
              **Accumulated****Other****Preferred**
                **Stock**
              
              **Shares**
              
              **Amount**
              
              **Paid-in
                  Capital**
              
              **Earnings**(Deficit)
              
              **Comprehensive**
                **Income**
              
              **Treasury
                  Stock**
              
              **Total****Balance,
                  December 31, 2006**
              
              $
              0
              
              
              19,927,001
              
              $
              1,993
              
              $
              13,802,633
              
              $
              (3,596,479
              )
              $
              930,854
              
              $
              0
              
              $
              11,139,001Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (1,445,030
              )
              
              —
              
              
              —
              
              
              (1,445,030
              )Foreign
                  currency translation adjustment
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              668,937
              
              
              —
              
              
              668,937Comprehensive
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (776,093
              )Purchase
                  of treasury stock
              
              
              —
              
              
              (139,458
              )
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (12,303
              )
              
              (12,303
              )Stock
                  Grant
              
              
              —
              
              
              135,000
              
              
              —
              
              
              240
              
              
              —
              
              
              —
              
              
              11,910
              
              
              12,150**Balance,
                  December 31, 2007**
              
              $
              0
              
              
              19,922,543
              
              $
              1,993
              
              $
              13,802,873
              
              $
              (5,041,509
              )
              $
              1,599,791
              
              $
              (393
              )
              $
              10,362,754Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (174,329
              )
              
              —
              
              
              —
              
              
              (174,329
              )Foreign
                  currency translation adjustment
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (148,232
              )
              
              —
              
              
              (148,232
              )Comprehensive
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (322,561
              )Stock
                  warrants issued
              
              
              —
              
              
              —
              
              
              —
              
              
              30,929
              
              
              —
              
              
              —
              
              
              —
              
              
              30,929**Balance,
                  March 31, 2008**
              
              $
              0
              
              
              19,922,543
              
              $
              1,993
              
              $
              13,833,802
              
              $
              (5,215,838
              )
              $
              1,451,559
              
              $
              (393
              )
              $
              10,071,122




*See
      Notes to Consolidated Financial Statements.*


6


**FREEDOM
      FINANCIAL GROUP, INC.**


**Consolidated
      Statements of Cash Flows**


**Unaudited**




**For
                the Three Months Ended**
              **March
                31,****2008**
            
            **2007****Operating
                Activities**Net
                loss
            
            $
            (174,329
            )
            $
            (363,165
            )Adjustments
                to reconcile net loss to net cash provided by (used in) operating
                activitiesDepreciation
            
            
            12,494
            
            
            12,598Provision
                for credit losses
            
            
            31,620
            
            
            364,323Deferred
                discount income
            
            
            (80,347
            )
            
            (97,285
            )Recovery
                of charged-off finance receivables
            
            
            355,383
            
            
            161,124Amortization
                of deferred financing fees
            
            
            49,796
            
            
            44,916Deferral
                of Origination Costs
            
            
            (19,747
            )
            
            —Amortization
                of Deferred Origination Costs
            
            
            3,602
            
            
            —Changes
                inOther
                assets
            
            
            (22,151
            )
            
            (8,627
            )Accounts
                payable and accrued expenses
            
            
            (14,135
            )
            
            17,475Net
                cash provided by operating activities
            
            
            142,186
            
            
            131,359**Investing
                Activities**Purchase
                of finance receivables
            
            
            (1,926,285
            )
            
            (2,159,349
            )Principal
                collected on finance receivables
            
            
            1,594,762
            
            
            1,496,916Payments
                of dealer reserves
            
            
            (14,674
            )
            
            (5,453
            )Payments
                of dealer holdbacks
            
            
            (7,440
            )
            
            (21,882
            )Purchase
                of property and equipment
            
            
            (46,548
            )
            
            (1,770
            )Net
                cash used in investing activities
            
            
            (400,185
            )
            
            (691,538
            )**Financing
                Activities**Deferred
                Financing Costs
            
            
            (469,426
            )
            
            ―Line
                of credit advances, net
            
            
            1,576,433
            
            
            762,710Net
                cash provided by financing activities
            
            
            1,107,007
            
            
            762,710**Effect
                of Exchange Rate Changes on Cash and Cash
                Equivalents**
            
            
            (56,660
            )
            
            12,066**Net
                Increase (Decrease) in Cash and Cash Equivalents**
            
            
            792,348
            
            
            214,597**Cash
                and Cash Equivalents, Beginning of Period**
            
            
            1,857,694
            
            
            1,276,994**Cash
                and Cash Equivalents, End of Period**
            
            $
            2,650,042
            
            $
            1,491,591





*See
      Notes to Consolidated Financial Statements.*


7


**FREEDOM
      FINANCIAL GROUP, INC.**


**Notes
      to Consolidated Financial Statements**


**Unaudited**




**Note
          1:** **General**




The
      accompanying unaudited consolidated financial statements of Freedom Financial
      Group, Inc. (the “Company”) have been prepared pursuant to the rules and
      regulations of the Securities and Exchange Commission (the “SEC”) for reporting
      on Form 10-QSB. Accordingly, certain information and footnotes required by
      generally accepted accounting principles for complete financial statements
      have
      been omitted. The consolidated balance sheet of the Company as of December
      31,
      2007 has been derived from the audited consolidated balance sheet of the Company
      as of that date. These interim statements should be read in conjunction with
      the
      audited consolidated financial statements for the year ended December 31, 2007
      and notes thereto included in the Company’s Form 10-KSB filed with the SEC on
      March 21, 2008.




The
      information contained herein reflects all normal and recurring adjustments,
      which, in the opinion of management, are necessary for a fair presentation
      of
      the results of operations and financial position. The results of operations
      for
      the interim periods are not necessarily indicative of the results to be expected
      for the full year.




**Note
          2:** **Basis
          of Presentation**




The
      consolidated financial statements include the accounts of Freedom Financial
      Group, Inc. (FFG), and FFG’s wholly owned Canadian subsidiary, T.C.G. - The
      Credit Group Inc. (TCG), which collectively comprise a single reporting segment,
      the “Company.” All significant intercompany transactions have been eliminated in
      consolidation.




In
      accordance with the American Institute of Certified Public Accountants’
Statement of Position 90-7, *Financial
      Reporting by Entities in Reorganization Under the Bankruptcy
      Code* (SOP
      90-7), the Company adopted fresh start reporting as of January 1, 2003, the
      effective date of the Plan of Reorganization.




**Note
          3:** **Finance
          Receivables and Allowance for Credit Losses**




Finance
      receivables consist of the following at March 31, 2008 and December 31, 2007,
      respectively:




**2008**
            
            **2007**Automobiles
            
            $
            9,502,307
            
            $
            9,514,608Other
            
            
            1,155,411
            
            
            1,348,009Total
                finance receivables
            
            
            10,657,718
            
            
            10,862,617LessUnearned
                discount
            
            
            383,831
            
            
            373,426Allowance
                for credit losses
            
            
            650,213
            
            
            811,3761,034,044
            
            
            1,184,802Net
                finance receivables
            
            $
            9,623,674
            
            $
            9,677,815




Approximately
      21% and 23% of the above finance receivables as of March 31, 2008 and December
      31, 2007, respectively, are Canadian in origin.


8


Amounts
      contractually receivable (including principal and interest) under our finance
      receivables at March 31, 2008, were as shown in the following table. The Company
      expects our actual collections to differ significantly from the amounts
      presented below as a result of prepayments, delinquent payments, partial
      payments and nonpayments.




2008
            
            $
            4,296,3582009
            
            
            4,511,0642010
            
            
            3,263,0122011
            
            
            1,678,7152012
            
            
            322,8712013
            
            
            7,183Total
            
            $
            14,079,203




Activity
      in the allowance for credit losses related to finance receivables for the three
      months ended March 31, 2008 and 2007, respectively, was as follows:




**2008**
            
            **2007**Balance,
                beginning of period
            
            $
            811,376
            
            $
            720,967Provision
                charged to expense
            
            
            31,620
            
            
            364,323Losses
                charged off
            
            
            (541,583
            )
            
            (426,636
            )Recoveries
                of previously charged off amounts
            
            
            355,383
            
            
            57,745Effect
                of foreign currency translation
            
            
            (6,583
            )
            
            2,617Balance,
                end of period
            
            $
            650,213
            
            $
            719,016




The
      Company’s non-earning finance receivables totaled $68,400 at March 31, 2008. The
      Company provided an allowance for credit losses related to these receivables
      of
      $61,560.


9




**Note
      4: Bank Line of Credit**




On
      January 31, 2008, the Company entered into a Revolving Credit Loan and Security
      Agreement (“the Loan Agreement”) with ReMark Lending Co. a division of ReMark
      Capital Group, LLC. for a line of credit of up to $15,000,000.  At the
      closing, which occurred on the same date, the Company executed and delivered
      to
      the Lender a promissory note in the principal amount of $15,000,000, bearing
      interest at the greater of 6.00% or prime rate, plus 2.00%, adjusted
      daily. The maximum loan amount is limited to the Maximum Average Advance
      Rate scale as specified in the Loan Agreement. The initial Maximum Average
      Advance Rate of 45% of eligible receivables will increase incrementally each
      quarter until February, 2009 when the rate for the remaining term of the loan
      becomes 80% of eligible receivables. The Loan Agreement also contains a Minimum
      Utilization Percentage which mandates a minimum outstanding balance required
      under the facility. The initial Minimum Utilization Percentage of 20% increases
      incrementally through August 2008 when the minimum required utilization becomes
      50% of the facility for the remaining term of the loan. Under the terms of
      the
      Note, the Company is required to make monthly payments of interest, fees, and
      principal (if a borrowing base deficiency with respect to principal exists),
      with the entire principal balance and accrued interest due January 2010. 
The amount due under the Note may be accelerated upon a default by the Company,
      which includes failure to make a payment when it is due.  As security for
      the Note, the Company granted the Lender a security interest in all assets
      of
      the Company.  The Company’s previously outstanding line of credit balance
      with Heartland Bank was paid in full with the initial proceeds of the
      line.




The
      loan
      agreement contains covenants, among others, that 1) require the Company to
      maintain a minimum net worth of $7,500,000 as of the end of each fiscal quarter,
      2) restrict the Company’s ability to declare or pay dividends, and 3) limit the
      amount of capital expenditures the Company can incur in any fiscal year. The
      Company was not in violation of any financial covenants as of March 31,
      2008.




The
      Company incurred fees payable to its investment banking firm, its attorneys,
      and
      to ReMark totaling $543,783 in connection with consummating the line of credit
      loan agreement. These fees were recorded as deferred financing fees when paid
      and are being amortized to interest expense over the 24 month term of the loan
      agreement on a straight-line basis.




In
      connection with the Loan Agreement, the Company entered into an agreement to
      issue to the Lender at the time of or before the second borrowing on the line
      occurred, warrants to purchase 700,000 shares of common stock for five years
      at
      an exercise price of $0.35 per share. Pursuant to this agreement the warrants
      were issued on February 22, 2008. The warrants were valued at $30,929 using
      the
      Black-Scholes method adjusted by a liquidity valuation allowance applied due
      to
      the limited trading of the Company’s common stock.




**Note
          5:** **Income
          Taxes**




We
      adopted the provisions of Financial Accounting Standards Board (“FASB”)
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an
      interpretation of FASB Statement No. 109” (“FIN 48”) on January 1, 2007. FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in a
      company’s financial statements in accordance with FASB Statement No. 109,
“Accounting for Income Taxes”, 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.




Based
      on
      our evaluation, we have concluded that there are no significant uncertain tax
      positions requiring recognition in our consolidated financial statements. Our
      evaluation was performed for the tax years ended December 31, 2005, 2006 and
      2007, the tax years which remain subject to examination by major tax
      jurisdictions as of March 31, 2008.


10




We
      may
      from time to time be assessed interest or penalties by tax jurisdictions,
      although any such assessments historically have been minimal and immaterial
      to
      our financial results. In the event we have received an assessment for interest
      or penalties, it has been classified in the financial statements as provision
      for income taxes.




**Note
          6:** **Commitments
          and Contingencies**




The
      Company had outstanding commitments to purchase finance receivables totaling
      approximately $2,314,697 as of March 31, 2008. These commitments generally
      expire between 20 and 30 days after they are issued if unused. Typically, the
      Company funds between 20% and 30% of its outstanding commitments.




The
      Company is also obligated under certain noncancelable operating leases for
      premises and equipment with terms ranging up to 60 months. Future minimum
      payments under these noncancelable operating leases as of March 31, 2008
      are:




2008
            
            $
            42,2102009
            
            
            58,6532010
            
            
            52,1342011
            
            
            48,875Thereafter
            
            
            77,386Total
            
            $
            279,258




Certain
      officers of the Company hold a total of 1,529,583 shares of the Company’s common
      stock, all or a portion of which, the Company may be required to repurchase,
      at
      the option of the officers upon the occurrence of certain events, which the
      Company believes are not probable at this time, at a price per share ranging
      from 90% to 100% of the common stock’s fair market value. The specific terms
      concerning these options and the repurchase of the common stock are set forth
      in
      the Management Shareholders Agreements filed as exhibits to the Company’s Form
      8-Ks filed on August 17, 2007, and December 17, 2007.




The
      Company had no other commitments as of March 31, 2008.




**Note
          7:** **Loss
          Per Share**




Basic
      earnings per share is computed by dividing net loss by the weighted average
      number of common shares outstanding during the period. Diluted earnings per
      share is computed similar to basic earnings per share except the denominator
      is
      increased to include the number of additional common shares that would have
      been
      outstanding if dilutive potential common shares had been issued. Since the
      effect of converting the common stock warrants would be anti-dilutive for the
      three months ended March 31, 2008 and 2007, basic and diluted loss per share
      amounts are based on the weighted average number of common shares
      outstanding.




Loss
      per
      share for the three months ended March 31, 2008, was computed as
      follows:




**Loss**
            
            **Weighted**
              **Average**
              **Shares**
            
            **Per
                Share**
              **Amount**Net
                loss
            
            $
            (174,329
            )
            
            19,922,543Basic
                and diluted loss per share
            
            
            
            
            
            
            
            $
            (0.01
            )




Loss
      per
      share for the three months ended March, 2007, was computed as
      follows:


**Loss**
              
              **Weighted**
                **Average**
                **Shares**
              
              **Per**
                **Share**
                **Amount**Net
                  loss
              
              $
              (363,165
              )
              
              19,927,001Basic
                  and diluted loss per share
              
              
              
              
              
              
              
              $
              (0.02
              )


11




**Note
          8:** **Operating
          Expenses**




The
      components of operating expenses for the three months ended March 31, 2008
      and
      2007, respectively, are as follows:




**2008**
            
            **2007**Salaries
                and benefits
            
            $
            417,420
            
            $
            375,750Professional
                fees
            
            
            113,168
            
            
            102,896Insurance
            
            
            44,221
            
            
            41,113Other
            
            
            127,745
            
            
            112,398$
            702,554
            
            $
            632,157




**Note
          9:** **Stock
          Based Compensation**




On
      August
      16, 2007 the Company entered into an agreement concerning the shares of Common
      Stock owned by Management Stockholders which superseded all prior agreements
      between the parties and which rescinded and terminated all prior agreements
      between the parties pertaining to the Management Stockholders' shares of Common
      Stock in the Corporation. Under this agreement Management agreed to certain
      conditions and restrictions on all shares owned by Management. Most of these
      conditions and restrictions were met with the completion of the financing
      transaction finalized on January 31, 2008.





The
      Company determined that in accordance with Financial Accounting Standards Board
      Statement No. 123(R), “Share Based Payment”, no incremental compensation cost
      resulted from the execution of the 2007 Agreement, and the Company therefore
      recognized no compensation expense as a result of entering into the 2007
      Agreement.





As
      inducement for and pursuant to Thomas Holgate’s appointment as Senior Vice
      President, on December 17, 2007, the Company and Mr. Holgate entered into a
      Management Stockholder Agreement. The terms of the Agreement provided that
      the
      Company transfer 135,000 shares of stock in the Company to Mr. Holgate. The
      Agreement placed various restrictions and conditions on the Shares, most of
      which were met with the completion of the financing transaction finalized on
      January 31, 2008.




The
      Company determined in accordance with Financial Accounting Standards Board
      Statement No. 123(R), “Share Based Payment” the value of the shares to be
      $12,150 at the time they were granted, and the Company therefore recognized
      this
      amount as compensation expense as a result of entering into the Agreement.





**Note
          10:** **Foreign
          Operations**




The
      Company’s foreign operations, all of which are in Canada, are conducted through
      its wholly owned subsidiary, T.C.G. - The Credit Group Inc. based in Winnipeg,
      Manitoba. Total assets, net of valuation allowances, associated with foreign
      operations were $3,772,352 at March 31, 2008.




Total
      revenues, loss before taxes and net loss from foreign operations for the three
      months ended March 31, 2008 and 2007, respectively, were as shown below. Loss
      before income taxes and net loss reflect interest charges on amounts due to
      FFG
      of $86,937 and $101,464 for the three months ended March 31, 2008 and 2007,
      respectively. Loss before income taxes and net loss also reflect management
      and
      accounting fees charged to TCG by FFG for certain administrative services
      performed by FFG on TCG’s behalf of $24,000 for the three month period ended
      March 31, 2008 and 2007. These interest charges and management and accounting
      fees eliminate in consolidation.


12




**2008**
            
            **2007**Total
                revenues
            
            $
            175,362
            
            $
            214,348Loss
                before income taxes
            
            $
            (69,377
            )
            $
            (93,287
            )Net
                Loss
            
            $
            (69,377
            )
            $
            (93,287
            )







**Note
          11:** **Additional
          Cash Flow Information**




The
      Company made cash interest payments totaling $43,578 and $14,614 during the
      three month periods ended March 31, 2008 and 2007, respectively.




The
      Company made no cash payments for income taxes during the three month periods
      ended March 31, 2008 and 2007.




**Note
          12:** **Recently
          Issued Accounting Pronouncements**




In
      September 2006, the Financial Accounting Standards Board (the “FASB”) issued
      Statement of Financial Accounting Standards No. 157 (“SFAS 157”), Fair Value
      Measurements. SFAS 157 clarifies the principle that fair value should be based
      on the assumptions market participants would use when pricing an asset or
      liability and establishes a fair value hierarchy that prioritizes the
      information used to develop those assumptions. Under SFAS 157, fair value
      measurements would be separately disclosed by level within the fair value
      hierarchy. SFAS 157 is effective for financial statements issued for fiscal
      years beginning after November 15, 2007, and interim periods within those fiscal
      years, with early adoption permitted. Management believes the adoption of this
      pronouncement will not have a material impact on the Company’s consolidated
      financial statements.




In
      September 2006, the United States Securities and Exchange Commission (the “SEC”)
      staff issued Staff Accounting Bulletin No. 108 (“SAB 108”), Considering the
      Effects of Prior Year Misstatements when Quantifying Misstatements in Current
      Year Financial Statements. SAB 108 requires that public companies utilize a
      “dual-approach” to assessing the quantitative effects of financial
      misstatements. This dual approach includes both an income statement focused
      assessment and a balance sheet focused assessment. The guidance in SAB 108
      must
      be applied to annual financial statements for fiscal years ending after November
      15, 2006. The adoption of this pronouncement did not have a material impact
      on
      the Company’s consolidated financial statements.




We
      adopted the provisions of Financial Accounting Standards Board (“FASB”)
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an
      interpretation of FASB Statement No. 109” (“FIN 48”) on January 1, 2007. FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in a
      company’s financial statements in accordance with FASB Statement No. 109,
“Accounting for Income Taxes”, 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.


13





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities, including an amendment of SFAS
      No.
      115”. This statement permits entities to choose to measure many financial
      instruments and certain other items at fair value. The objective is to improve
      financial reporting by providing entities with the opportunity to mitigate
      volatility in reported earnings caused by measuring related assets and
      liabilities differently without having to apply complex hedge accounting
      provisions. This statement is expected to expand the use of fair value
      measurement, which is consistent with the FASB’s long-term objectives for
      accounting for financial instruments. SFAS No. 159 is effective for our fiscal
      year beginning January 1, 2008. We are in the process of evaluating this
      statement, but do not expect that the adoption of SFAS No. 159 will have a
      material impact on our consolidated financial statements.




Other
      recent accounting pronouncements issued by the FASB (including its Emerging
      Issues Task Force), the American Institute of Certified Public Accountants,
      and
      the SEC did not or are not believed by management to have a material impact
      on
      the Company’s present or future consolidated financial statements.


14




**Note
          13:** **Subsequent
          Events**




The
      Company has entered into substantive discussions to discontinue its investment
      in its subsidiary, T.C.G. - The Credit Group, Inc., located in Winnipeg,
      Manitoba, Canada. It is the intent of the Company to consolidate all of its
      operations in Springfield, Missouri and focus exclusively on the sub-prime
      auto
      market in the Midwest United States. The Company expects that the final
      disposition of the subsidiary will be determined before the quarter ended June
      30, 2008.




Pursuant
      to Mr. Maxwell’s appointment as Chief Financial Officer, on April 21, 2008, the
      Company granted to him One Hundred Thousand (100,000) shares of common stock
      in
      the Company. The shares are subject to the normal restrictions applying to
      common stock granted and may be resold pursuant to SEC Rule 144.




The
      Company entered into a Management Compensation Plan (“the Plan”) with its
      executive officers on April 21, 2008. The terms of the Plan provide that the
      Company will transfer a total of Four Hundred Thousand (400,000) shares of
      common stock in the Company to its executive officers, and also provides for
      cash incentives based upon the performance of the Company as compared to its
      2008 and 2009 budget. The stock is considered vested subject to forfeiture
      if
      specific goals in the Company’s 2008 and 2009 budget are not met.




On
      April
      21, 2008 the Company granted 10,000 shares of the Company’s common stock to each
      of its directors, except Jerald L. Fenstermaker. The stock was granted pursuant
      to a new compensation arrangement the Company entered into with its outside
      Board of Directors. The arrangement stipulates that the directors will be paid
      a
      $6,000 annual retainer, $1,000 per quarterly meeting, and each director will
      receive a one time grant of 10,000 shares of common stock in the Company,
      subject to various conditions and restrictions placed upon the shares. In
      addition, the arrangement stipulates additional compensation to be paid to
      directors for committee meetings, to the Chairman, and Chairs of committee
      meetings. The costs under the new director compensation plan are expected to
      be
      approximately the same as the prior plan.


15




**ITEM
              2.**
            **Management’s
                Discussion and Analysis********of
                Financial Condition and Results of Operations******





**FORWARD-LOOKING
      STATEMENTS**





*This
      Quarterly Report on Form 10-QSB contains forward-looking statements within
      the
      meaning of the Private Securities Litigation Reform Act of 1995. Words such
      as
“intend,” “anticipate,” “believe,” “estimate,” “plan,” and “expect,” and
      variations of these words and similar expressions are intended to identify
      these
      forward-looking statements. All statements other than statements of historical
      facts contained in this report, including statements regarding our future
      financial position, business strategy, budgets, projected costs and plans and
      objectives of management for future operations, are considered to be
      forward-looking statements. We express our expectations, beliefs or projections
      in good faith and believe our expectations reflected in these forward-looking
      statements are based on reasonable assumptions; however, we cannot assure you
      that these expectations, beliefs or projections will prove to have been correct.
      Risks, uncertainties and assumptions that could cause actual results to differ
      materially from the expectations reflected in the forward-looking statements
      include, among other things: (i) the risks associated with business expansion;
      (ii) the ability to obtain sufficient outside debt and/or equity financing
      on
      terms acceptable to us in order to meet our cash requirements over the coming
      12
      months; (iii) our ability to compete successfully against competitors with
      significantly greater financial, marketing and advertising resources than the
      Company; and (iv) the risk of adverse economic conditions lessening demand
      for
      our products.*





*Readers
      are referred to the caption “Risk Factors” appearing at the end of* ***ITEM
      1, Description of Business*** *in
      our annual report on Form 10-KSB, filed on March 21, 2008, for additional
      factors that may affect our forward-looking statements. In light of these risks,
      uncertainties and assumptions, the forward-looking events discussed in this
      Form
      10-QSB might not occur. We undertake no obligation to update or revise our
      forward-looking statements, whether as a result of new information, future
      events or otherwise.*





The
      following discussion and analysis should be read in conjunction with the
      Condensed Consolidated Financial Statements of the Company and the related
      notes
      thereto and other information included or incorporated by reference
      herein.





***Overview***





We
      are a
      consumer finance company specializing in the acquisition, collection and
      servicing of sub-prime automobile loans purchased primarily from independent
      used car dealers. We invest significant amounts of cash to acquire Installment
      Contracts. (As used herein, the term “Installment Contract” includes all motor
      vehicle installment contracts, consumer installment contracts and small ticket
      leases acquired by the Company.) We generate cash over the terms of those
      Installment Contracts in the form of interest and principal payments we collect.





Our
      primary source of revenue is interest income generated from our portfolio of
      Installment Contracts.





The
      Company’s predecessor, Stevens Financial Group, Inc., filed for Chapter 11
      bankruptcy on March 19, 2001. See Part I, Item 1, under the heading ***Reorganization
      of Predecessor Under Chapter 11*** in the
      Company’s registration statement on Form 10-SB/A, filed on September 28,
      2005.


16




As
      a
      result of the Company’s reorganization, the Company’s U.S. operations were
      suspended between March 19, 2001 and January 1, 2003. From January 1, 2003
      through October of 2004, the Company engaged in limited operations. Due to
      this
      lengthy period of suspended or limited operations, when the Company fully
      re-entered the U.S. marketplace in October of 2004 it was essentially as a
“start-up” organization. We consider ourselves to be a “growth” company, in that
      our primary focus is on increasing the size of our Installment Contracts
      portfolio. Our goal is to grow our portfolio to a size such that the interest
      income generated from the portfolio is sufficient to provide consistent
      operating profits.





The
      Company’s primary focus is on acquiring sub-prime automobile loans from
      independent used car dealers. In addition, the Company’s Canadian subsidiary,
      TCG, has in the past acquired a variety of consumer Installment Contracts,
      including small ticket leases, loans secured by home appliances and other
      consumer goods, and loans for bulk food purchases. These types of Installment
      Contract will continue to become a decreasing component of our portfolio with
      the disposition and liquidation of TCG expected in the quarter ended June 30,
      2008. On a consolidated basis, the Company’s portfolio of outstanding
      Installment Contracts has been increasingly comprised of sub-prime automobile
      loans. The trend in the percentage of the Company’s outstanding receivables from
      automobile-secured Installment Contracts is as follows:





December
                31, 2003
            
            
            17
            %December
                31, 2004
            
            
            45
            %December
                31, 2005
            
            
            79
            %December
                31, 2006
            
            
            84
            %December
                31, 2007
            
            
            87
            %March
                31, 2008
            
            
            89
            %





The
      Company is devoting the majority of its marketing resources and efforts to
      acquiring sub-prime automobile loans, and anticipates that this trend will
      continue over the coming twelve months.





Over
      the
      next fifteen months, in addition to closely monitoring this trend, the Company’s
      management will be focused on the following:





(1)
            Consistently
                acquiring an increasing volume of sub-prime automobile-secured Installment
                Contracts, through our point-of-sale programs, that meet the Company’s
                underwriting guidelines;





(2)
            Obtaining
                additional outside debt and/or equity financing to meet the Company’s
                future cash requirements;





(3)
            Minimizing
                the credit losses in the Installment Contracts portfolio;
                and





(4)
            Monitoring
                key performance measures, including cost per loan acquired, book-to-look
                ratio (computed as the number of contracts acquired compared to the
                number
                of credit applications received/reviewed), turnaround time for responding
                to credit applications submitted by dealers, and turnaround time
                for
                funding a loan package submitted by a
                dealer.


17


***Recent
      Developments***





The
      Company has entered into substantive discussions to discontinue its investment
      in its subsidiary, T.C.G. – The Credit Group, Inc., located in Winnipeg,
      Manitoba, Canada. It is the intent of the Company to consolidate all of its
      operations in Springfield, Missouri and focus exclusively on the sub-prime
      auto
      market in the Midwest United States. The Company expects that the final
      disposition of the subsidiary will be determined before the quarter ended June
      30, 2008.




Pursuant
      to Mr. Maxwell’s appointment as Chief Financial Officer, on April 21, 2008, the
      Company granted to him One Hundred Thousand (100,000) shares of common stock
      in
      the Company. The shares are subject to the normal restrictions applying to
      common stock granted and may be resold pursuant to SEC Rule 144.




The
      Company entered into a Management Compensation Plan (“the Plan”) with its
      executive officers on April 21, 2008. The terms of the Plan provide that the
      Company will transfer a total of Four Hundred Thousand (400,000) shares of
      common stock in the Company to its executive officers, and also provides for
      cash incentives based upon the performance of the Company as compared to its
      2008 and 2009 budget. The stock is considered vested subject to forfeiture
      if
      specific goals in the Company’s 2008 and 2009 budget are not met.




On
      April
      21, 2008 the Company granted 10,000 shares of the Company’s common stock to each
      of its directors, except Jerald L. Fenstermaker. The stock was granted pursuant
      to a new compensation arrangement the Company entered into with its outside
      Board of Directors. The arrangement stipulates that the directors will be paid
      a
      $6,000 annual retainer, $1,000 per quarterly meeting, and each director will
      receive a one time grant of 10,000 shares of common stock in the Company,
      subject to various conditions and restrictions placed upon the shares. In
      addition, the arrangement stipulates additional compensation to be paid to
      directors for committee meetings, to the Chairman, and Chairs of committee
      meetings. The costs under the new director compensation plan are expected to
      be
      approximately the same as the prior plan.





***Critical
      Accounting Policies, Judgments and Estimates***





The
      accounting and reporting policies of the Company conform to U.S. generally
      accepted accounting principles (“GAAP”). The preparation of financial statements
      in conformity with GAAP requires management to make estimates and assumptions
      that affect the amounts reported in the consolidated financial statements and
      the accompanying notes. Actual results could differ from those
      estimates.





The
      Company considers the determination of the allowance for credit losses to
      involve a higher degree of judgment and complexity than its other significant
      accounting policies. The allowance for credit losses is calculated with the
      objective of maintaining an allowance for credit losses that management believes
      is adequate to absorb reasonably estimable probable losses in the Company’s
      portfolio of Installment Contracts. Management’s determination of the adequacy
      of the allowance for credit losses is based on periodic evaluations of the
      Company’s portfolio of Installment Contracts and other relevant factors.
      However, this evaluation is inherently subjective as it requires material
      estimates, including, among others, expected default probabilities, value of
      collateral, the amount and timing of expected future cash flows on delinquent
      loans, estimated losses and general amounts for historical loss experience.
      The
      process also considers prevailing and expected future economic conditions,
      uncertainties in estimating losses and inherent risks in the Installment
      Contracts portfolio. All of these factors may be subject to significant change.
      To the extent actual outcomes differ from management estimates, additional
      provisions for credit losses may be required that would adversely impact our
      earnings in future periods.


18


The
      Company’s management evaluates the adequacy of the allowance for credit losses
      on a regular basis. This evaluation is based on a review of various quantitative
      and qualitative analyses. Quantitative analyses include the review of all loans
      charged-off by asset class, static pool analysis by month of acquisition and
      by
      dealer, review of delinquency trends, and analysis of the historical cumulative
      losses in the portfolio. Other quantitative analyses include a review of the
      current delinquency ratios and an analysis of the relative size of each asset
      class in relation to historical amounts. Qualitative analyses include an
      assessment of prevailing and anticipated economic conditions, trends in
      deficiency balance collections, trends in the number of loan modifications
      and
      extensions, trends in average borrower credit scores and trends in the
      percentage of balances recovered through sale of collateral. The analysis of
      the
      adequacy of the allowance for credit losses is dependent upon effective
      quantitative and qualitative analyses, some of which are inherently subjective
      as they require estimates that are susceptible to significant revision as more
      information becomes available.


19


***Selected
      Financial Data***





The
      following table presents selected unaudited summary information for the three
      months ended March 31, 2008 and 2007. This table should be read in conjunction
      with the Condensed Consolidated Financial Statements and the notes thereto,
      included herein.





**Three Months Ended**
              **March 31,****2008**
            
            **2007**Installment
                Contracts acquired during the period (total principal amount)
                (a)
            
            $
            2,038,432
            
            $
            2,296,334Purchase
                price of Installment Contracts acquired (a)
            
            $
            1,929,488
            
            $
            2,166,948Percentage
                of dollar amount paid to principal balance acquired
            
            
            94.7
            %
            
            94.4
            %Number
                of Installment Contracts acquired during the period (a)
            
            
            223
            
            
            303Average
                principal balance acquired
            
            $
            9,141
            
            $
            7,579Acquisition
                cost per acquired Installment Contract (including
                overhead)
            
            $
            612
            
            $
            632Monthly
                servicing cost per Installment Contract (including overhead)
                (b)
            
            $
            29.14
            
            $
            21.79





(a)
      The
      decline in volume is a result of the impending liquidation of the Company’s
      Canadian subsidiary, T. C. G. – The Credit Group, Inc.


(b)
      Increase reflects a restructure of the Collection Department and investments
      that have resulted in lower delinquencies, fewer charge-offs and added
      capacity.




***Results
      of Operations***





**Interest
      Income**





Our
      interest income totaled $622,922 for the three months ended March 31, 2008,
      compared to $651,170 for the three months ended March 31, 2007.





The
      following table presents information relative to the average balances and
      interest rates of our interest earning assets for the three months ended March
      31, 2008 and 2007, respectively:





**For
                the Three Months Ended March 31, 2008 and 2007****2008**
            
            **2007****Average**
            
            **Interest**
            
            
            
            **Average**
            
            **Interest****Balance**
            
            **Income**
            
            **Yield**
            
            **Balance**
            
            **Income**
            
            **Yield****Installment
                Contracts**
            
            $
            10,359,194
            
            $
            611,596
            
            
            23.62%
            
            $
            10,542,936
            
            $
            639,762
            
            
            24.27%**Cash
                and cash equivalents**
            
            
            2,260,959
            
            
            11,326
            
            
            2.00%
            
            
            1,354,427
            
            
            11,216
            
            
            3.31%**Notes
                receivable**
            
            
            -
            
            
            -
            
            
            0.00%
            
            
            6,212
            
            
            192
            
            
            12.36%**Total**
            
            $
            12,620,153
            
            $
            622,922
            
            
            19.74%
            
            $
            11,903,575
            
            $
            651,170
            
            
            21.88%


20





The
      decrease in yield on our Installment Contracts is primarily the result of
      changes in the mix of our portfolio. Throughout 2007 and the first three months
      of 2008 our portfolio of Installment Contracts has been increasingly comprised
      of contracts acquired through our point-of-sale automobile financing programs.
      These contracts typically have lower yields than the other types of contracts
      in
      our portfolio, among them, automobile contracts acquired in bulk purchase
      transactions, small ticket leases, loans secured by home appliances and other
      consumer goods and loans for bulk food purchases.





The
      following table sets forth the changes in interest income attributable to
      changes in volume (change in average balance multiplied by the prior period
      yield) and changes in rate (change in yield multiplied by the prior period
      average balance). Changes due to the rate/volume variance (the combined effect
      of change in yield and change in average balance) have been allocated
      proportionately based on the absolute value of the rate and volume
      variances.





**For the Three Months Ended March 31, 2008 Compared to**
              **the Three Months Ended March 31, 2007****Volume**
            
            **Rate**
            
            **Total**Increase (decrease) in interest income:Installment
                Contracts
            
            $
            (11,032
            )
            $
            (17,135
            )
            $
            (28,167
            )Cash
                and cash equivalents
            
            
            271
            
            
            (160
            )
            
            111Notes
                receivable
            
            
            (96
            )
            
            (96
            )
            
            (192
            )Total
                Interest Income
            
            $
            (10,857
            )
            $
            (17,391
            )
            $
            (28,248
            )





**Interest
      Expense**





We
      incurred interest expense of $103,205, including amortization of deferred
      financing fees of $49,796, and $66,466, including amortization of deferred
      financing fees of $44,916, during the three months ended March 31, 2008 and
      2007, respectively. Our interest expense increased in 2008 over 2007 as a result
      of the outstanding balance on our line of credit increasing from 2007 to
      2008.





**Provision
      for Credit Losses**





Our
      consolidated provision for credit losses totaled $31,620 for the three months
      ended March 31, 2008, compared to $364,323 for the three months ended March
      31,
      2007. The decrease in the provision for the three months ended March 31, 2008
      compared to 2007 is a result of a decrease in net charge-offs as a percent
      of
      net contracts to 7.19% for the three months ended March 31, 2008, from 14.00%
      for the three months ended March 31, 2007. As the Company continues to acquire
      Installment Contracts, and our average contracts receivable outstanding
      increases, we expect the charge to our earnings for credit losses will likewise
      increase.


21


**Operating
      Expenses**





Our
      operating expenses totaled $706,157 for the three months ended March 31, 2008,
      compared to $632,157 for the three months ended March 31, 2007. A summary of
      these expenses follows:





**Three Months Ended March 31,****2008**
            
            **2007**
            
            **Percent Change**Salaries
                and benefits
            
            $
            417,420
            
            $
            375,750
            
            
            11.09%Professional
                fees
            
            
            113,168
            
            
            102,896
            
            
            9.98%Insurance
            
            
            44,221
            
            
            41,113
            
            
            7.56%Other
            
            
            127,745
            
            
            112,398
            
            
            13.65%Total
            
            $
            702,554
            
            $
            632,157
            
            
            11.14%





Salaries
      and benefits increased for the three months ended March 31, 2008 as compared
      to
      2007 as a result of additional salaried individuals employed by the Company
      and
      related recruiting and moving expenses incurred. As the Company continues to
      grow we expect our salaries and benefits costs to increase, but anticipate
      that
      as a percentage of total revenues these costs will decrease. Professional fees
      increased during the three months ended March 31, 2008 compared to the three
      months ended March 31, 2007 primarily as a result of the timing of audit and
      tax
      fee billings, offset by a decrease in legal fees incurred. Insurance expense
      increased due to higher premiums experienced in 2008, the result of an increase
      in coverage limits of our directors and officers liability insurance policy.
      Other operating costs include, among other items, occupancy costs, licenses
      and
      taxes, depreciation, postage, supplies, communications, travel and stockholder
      relations. Other operating expenses increased primarily as a result of an
      increase in stockholder relations expenses in 2008 as compared to 2007. The
      Company recognized certain credits in 2007 against professional fees related
      to
      the conversion of the Company’s preferred stock that were charged to operations
      during 2006, which reduced stockholder relations expenses for the three months
      ended March 31, 2007.




Our
      growth plan, if achieved, will cause our operating costs to increase over
      time.





The
      Company’s average cost to acquire an Installment Contract (which includes all
      direct marketing, business development and underwriting expenses and an
      allocation of certain overhead costs) during the three month period ended March
      31, 2008 was approximately $612 per contract as compared to $632 for the three
      month period ended March 31, 2007. This decrease in average acquisition cost
      is
      a result of the Company’s implementation of Financial Accounting Standard No.
      91, Accounting for Nonrefundable Fees and Costs Associated with Originating
      or
      Acquiring Loans and Initial Direct Costs of Leases (“SFAS 91”), offset by
      increased sales and marketing staff employed by the Company during the three
      months ended March 31, 2008 as compared to the three months ended March 31,
      2007, and a decrease in the Company’s book-to-look ratio. Under SFAS 91 we
      deferred $19,748 direct costs associated with originating loans during the
      period ending March 31, 2008. These costs will be amortized over the terms
      of
      the related loans in accordance with SFAS 91. For the three month period ended
      March 31, 2008, the Company’s book-to-look ratio was 4.98% compared to 6.42% for
      the three month period ended March 31, 2007. Management is attempting to
      increase this ratio, and thereby reduce our average acquisition cost, by
      training our customers to send the Company only those credit applications that
      have a high probability of being approved and purchased by us.


22





The
      Company’s average monthly cost to service an Installment Contract (which
      includes all direct collections and servicing expenses and an allocation of
      certain overhead costs) during the three month period ended March 31, 2008
      was
      $29.14 per serviced contract, as compared to $21.79 during the three month
      period ended March 31, 2007. This increase reflects a restructure of the
      Collections Department and investments that have resulted in lower
      delinquencies, fewer charge-offs, and added capacity. Management anticipates
      that this average servicing cost per contract will decrease as the size of
      the
      portfolio of Installment Contracts increases due to efficiency gains and
      economies of scale. The Company does not pay affiliates to engage in collection
      efforts.





While
      we
      do not formally track our response time for responding to credit applications
      submitted by dealers or our response time for funding a loan package submitted
      by a dealer, we monitor these on a daily basis. Our goal is to reduce these
      response times to better serve the needs of our customers. We believe that
      reducing these response times will also reduce our overall costs of underwriting
      and funding. The Company is evaluating certain monitoring mechanisms that will
      allow us to precisely document and better monitor these times. We anticipate
      installing such mechanisms during the quarter ended June 30,
      2008.


23


***Financial
      Condition***





**Installment
      Contracts Portfolio**





The
      Company acquired Installment Contracts with outstanding principal balances
      totaling $2,038,432 during the three months ended March 31, 2008.  We
      invested cash of approximately $1,948,399 (including payments of dealer reserves
      and dealer holdbacks) to acquire these contracts.  Our portfolio of
      Installment Contracts decreased from $9,677,815, net of an allowance for credit
      losses of $811,376, at December 31, 2007 to $9,623,674, net of an allowance
      for
      credit losses of $650,213, at March 31, 2008.





All
      of
      the Company’s Installment Contracts are held for investment and are recorded at
      their outstanding principal balances adjusted for unamortized purchase discounts
      and an allowance for credit losses. Discounts on purchased Installment Contracts
      are recognized as income over the respective contractual terms using methods
      that approximate the interest method. A summary of our Installment Contracts
      portfolio as of March 31, 2008 and December 31, 2007 follows:





**March 31, 2008**
            
            **December 31, 2007****United States**
            
            **Canada**
            
            **Total**
            
            **UnitedStates**
            
            **Canada**
            
            **Total**Automobiles
            
            $
            8,451,135
            
            $
            1,051,172
            
            $
            9,502,307
            
            $
            8,315,799
            
            $
            1,198,809
            
            $
            9,514,608Other
            
            
            -
            
            
            1,155,411
            
            
            1,155,411
            
            
            -
            
            
            1,348,009
            
            
            1,348,009Total
            
            
            8,451,135
            
            
            2,206,583
            
            
            10,657,718
            
            
            8,315,799
            
            
            2,546,818
            
            
            10,862,617LessUnearned
                discount
            
            
            325,575
            
            
            58,256
            
            
            383,831
            
            
            302,992
            
            
            70,434
            
            
            373,426Allowance
                for credit losses
            
            
            527,753
            
            
            122,460
            
            
            650,213
            
            
            670,222
            
            
            141,154
            
            
            811,376Net
            
            $
            7,597,807
            
            $
            2,025,867
            
            $
            9,623,674
            
            $
            7,342,585
            
            $
            2,335,230
            
            $
            9,677,815


24


**Asset
      Quality**





Substantially
      all of the Installment Contracts we acquire are considered sub-prime and are
      subject to a high degree of risk of default by the obligors.





Charge-offs
      directly impact our earnings and cash flows. To minimize the amount of credit
      losses we incur, we monitor delinquent accounts, promptly repossess and remarket
      collateral, attempt to collect deficiency balances, and employ other servicing
      and collection techniques as we deem appropriate.





We
      calculate delinquency based on the number of days payments are contractually
      past due. Deferments and extensions are rarely granted to borrowers and have
      been granted to less than 5% of the loans in the portfolio. The following table
      sets forth information with respect to the delinquency of our portfolio of
      Installment Contracts as of March 31, 2008 and December 31, 2007,
      respectively:





**March 31, 2008****United States**
            
            **Canada**
            
            **Total****Amount**
            
            **Pct.**
            
            **Amount**
            
            **Pct.**
            
            **Amount**
            
            **Pct.**Installment
                Contracts
            
            
            8,451,135
            
            
            100%
            
            
            2,206,583
            
            
            100%
            
            
            10,657,719
            
            
            100%Period
                of delinquency:31
                - 60 days
            
            
            114,260
            
            
            1.35%
            
            
            77,340
            
            
            3.50%
            
            
            191,600
            
            
            1.80%61
                - 90 days
            
            
            77,592
            
            
            0.92%
            
            
            16,302
            
            
            0.74%
            
            
            93,894
            
            
            0.88%91
                – 120 days
            
            
            27,322
            
            
            0.32%
            
            
            3,582
            
            
            0.16%
            
            
            30,904
            
            
            0.29%121+
                days
            
            
            37,496
            
            
            0.44%
            
            
            -
            
            
            0.00%
            
            
            37,496
            
            
            0.35%Total
            
            
            256,670
            
            
            3.04%
            
            
            97,224
            
            
            4.41%
            
            
            353,894
            
            
            3.32%**December 31, 2007****United
                States**
            
            **Canada**
            
            **Total****Amount**
            
            
            **Pct.**
            
            
            **Amount**
            
            
            **Pct.**
            
            
            **Amount**
            
            
            **Pct.**Installment
                Contracts
            
            
            8,315,799
            
            
            100%
            
            
            2,546,818
            
            
            100%
            
            
            10,862,617
            
            
            100%Period
                of delinquency:31
                - 60 days
            
            
            860,278
            
            
            10.34%
            
            
            66,197
            
            
            2.60%
            
            
            926,475
            
            
            8.53%61
                - 90 days
            
            
            290,704
            
            
            3.50%
            
            
            34,582
            
            
            1.36%
            
            
            325,286
            
            
            2.99%91
                – 120 days
            
            
            137,936
            
            
            1.66%
            
            
            18,243
            
            
            0.72%
            
            
            156,179
            
            
            1.44%121+
                days
            
            
            122,776
            
            
            1.48%
            
            
            -
            
            
            0.00%
            
            
            122,776
            
            
            1.13%Total
            
            
            1,411,694
            
            
            16.99%
            
            
            119,022
            
            
            4.68%
            
            
            1,530,716
            
            
            14.09%


25


The
      following tables set forth information with respect to actual credit loss
      experience in our portfolio of Installment Contracts for the three months ended
      March 31, 2008 and 2007:





**Three Months Ended**
              **March 31, 2008**
            
            **Three Months Ended**
              **March 31, 2007****United States**
            
            **Canada**
            
            **Total**
            
            **United States**
            
            **Canada**
            
            **Total**Installment
                Contracts, net of unearned discounts, end of period
            
            $
            8,125,560
            
            $
            2,148,327
            
            $
            10,273,887
            
            $
            7,983,509
            
            $
            2,780,352
            
            $
            10,763,861Installment
                Contracts, net of unearned discounts, average during the period
                (1)
            
            $
            8,012,106
            
            $
            2,347,088
            
            $
            10,359,194
            
            $
            7,674,408
            
            $
            2,868,528
            
            $
            10,542,936Gross
                charge-offs
            
            $
            490,862
            
            $
            50,721
            
            $
            541,583
            
            $
            326,376
            
            $
            100,260
            
            $
            426,636Recoveries
            
            $
            336,372
            
            $
            19,011
            
            $
            355,383
            
            $
            23,430
            
            $
            34,315
            
            $
            57,745Net
                charge-offs
            
            $
            154,490
            
            $
            31,710
            
            $
            186,200
            
            $
            302,946
            
            $
            65,945
            
            $
            368,891Net
                charge-offs as a % of avg. contracts during the period,
                annualized
            
            
            7.71
            %
            
            5.40
            %
            
            7.19
            %
            
            15.79
            %
            
            9.20
            %
            
            14.00
            %





(1)
      -
      Average is based on month-end balances





The
      Company maintains an allowance for credit losses at an amount it believes is
      adequate to absorb reasonably estimable probable losses in its portfolio of
      Installment Contracts. The Company’s management evaluates the adequacy of the
      allowance for credit losses on a regular basis. In performing these periodic
      evaluations, management follows an appropriately-documented methodology. This
      methodology requires management to evaluate the adequacy of the allowance for
      credit losses based on a review of various quantitative and qualitative analyses
      as described in **Item
      2, MANAGEMENT’S DISCUSSION AND ANALYSIS** ,
      under
      the heading ***Critical
      Accounting Policies, Judgments and Estimates*** .





Our
      allowance for credit losses was $650,213 at March 31, 2008 compared to $811,376
      at December 31, 2007. As a percentage of our outstanding net Installment
      Contracts, our allowance for credit losses was 6.33% at March 31, 2008 and
      7.74%
      at December 31, 2007.





During
      the three months ended March 31, 2008, our net Installment Contracts decreased
      $215,304. This decrease was the result of a $33,653 decrease in
      automobile-secured contracts along with a $181,651 decrease in all other
      Installment Contracts. The $33,653 decrease in automobile-secured Installment
      Contracts was comprised of a $123,831 increase in Installment Contracts acquired
      through our U.S. point-of-sale program offset by a $146,406 decrease in
      Installment Contracts acquired through our Canadian point-of-sale program,
      and
      an $11,078 decrease in Installment Contracts acquired through bulk purchases.





As
      of
      December 31, 2007, delinquent accounts, defined as accounts 30 or more days
      contractually past due, totaled 14.09% of our outstanding Installment Contracts.
      As of March 31, 2008, delinquent accounts totaled 3.32% of our outstanding
      Installment Contracts.


26





The
      Company’s loss history in its U.S. portfolio of Installment Contracts and in its
      Canadian portfolio of automobile-secured Installment Contracts is limited.
      Due
      to this limited operating history, using historical loss ratios to predict
      future probable losses is of limited usefulness. Additionally, uncertainty
      exists with respect to the accuracy of our estimates of amounts we will recover
      through the sale of repossessed collateral and with respect to anticipated
      future economic conditions, both in the U.S. and Canada, and their effect on
      the
      performance of our portfolio of Installment Contracts.





During
      the three months ended March 31, 2008, we experienced net charge-offs of
      $186,200, which represented 7.19% of our average outstanding Installment
      Contracts during the period. During the year ended December 31, 2007, we
      experienced net charge-offs of $1,386,862, which represented 12.89% of our
      average outstanding Installment Contracts during the year.





The
      allowance for credit losses as of March 31, 2008 of $650,213 is 6.27% of our
      outstanding net Installment Contracts. Based on the analyses we performed
      related to our allowance for credit losses as described above and as described
      in **Item
      2, MANAGEMENT’S DISCUSSION AND ANALYSIS** ,
      under
      the heading ***Critical
      Accounting Policies and Judgments*** ,
      we
      believe that our allowance for credit losses is adequate to cover probable
      losses that can be reasonably estimated as of March 31, 2008.





The
      following tables set forth the activity in the allowance for credit losses
      for
      the three months ended March 31, 2008 and 2007:





**Three
                Months Ended**
              **March
                31, 2008**
            
            **Three
                Months Ended**
              **March
                31, 2007****United
                States**
            
            **Canada**
            
            **Total**
            
            **United
                States**
            
            **Canada**
            
            **Total**Balance
                at beginning of period
            
            $
            670,222
            
            $
            141,154
            
            $
            811,376
            
            $
            551,192
            
            $
            169,775
            
            $
            720,967Charge-offs
            
            
            (490,862
            )
            
            (50,721
            )
            
            (541,583
            )
            
            (326,376
            )
            
            (100,260
            )
            
            (426,636
            )Recoveries
            
            
            336,372
            
            
            19,011
            
            
            355,383
            
            
            23,430
            
            
            34,315
            
            
            57,745Net
                charge-offs
            
            
            (154,490
            )
            
            (31,710
            )
            
            (186,200
            )
            
            (302,946
            )
            
            (65,945
            )
            
            (368,891
            )Provision
                for credit losses
            
            
            12,021
            
            
            19,599
            
            
            31,620
            
            
            312,290
            
            
            52,033
            
            
            364,323Effect
                of foreign currency translation
            
            
            -
            
            
            (6,583
            )
            
            (6,583
            )
            
            -
            
            
            2,617
            
            
            2,617Balance
                at end of period
            
            $
            527,753
            
            $
            122,460
            
            $
            650,213
            
            $
            560,536
            
            $
            158,480
            
            $
            719,016


27


***Liquidity
      and Capital Resources***





We
      require substantial capital resources and cash to support our business
      strategy.





The
      Company’s growth strategy requires the Company to increase its acquisitions of
      Installment Contracts. We intend to acquire Installment Contracts with principal
      balances totaling approximately $16,875,000 (roughly 1,650 Installment
      Contracts) over the coming 12 months. We expect to pay between 94% and 95%
      of
      the outstanding principal balance for these Installment Contracts, or a total
      of
      approximately $16,000,000. We expect to fund these acquisitions from a
      combination of internally generated cash flow and bank financing.





The
      Company began 2008 with $1,857,695 cash on hand and had cash on hand of
      $2,650,042 at March 31, 2008. Operating activities provided cash of $142,186
      during the three month period ended March 31, 2008.





We
      invested cash of approximately $1,949,000 (including payments of dealer reserves
      and dealer holdbacks) to acquire Installment Contracts during the three month
      period ended March 31, 2008. We collected principal payments on our Installment
      Contracts of approximately $1,595,000 during the three month period ended March
      31, 2008.





During
      the three month period ended March 31, 2008 the Company received net advances
      on
      its bank line of credit totaling $1,576,433 to partially fund the acquisition
      of
      Installment Contracts. Total advances outstanding under the Company’s line of
      credit agreement at March 31, 2008 totaled approximately
      $3,052,000.





We
      paid
      fees totaling $469,426 during the three months ended March 31, 2008 in
      connection with fund raising activities performed by our investment banking
      firms, attorneys and finance company.





Our
      line
      of credit agreement contains covenants, among others, that 1) require the
      Company to maintain a minimum net worth of $7,500,000 as of the end of each
      fiscal quarter, 2) restrict the Company’s ability to declare or pay dividends,
      and 3) limit the amount of capital expenditures the Company can incur in any
      fiscal year. The Company was not in violation of any financial covenants as
      of
      March 31, 2008.





The
      Company had no material commitments for capital expenditures as of March 31,
      2008. The
      Company expects to spend approximately $175,000 upgrading its underwriting
      and
      loan servicing systems over the coming twelve months. We believe these
      investments will serve to strengthen our internal controls, allow us to quicken
      our response time to our customers, provide management with improved reporting
      tools and fulfill our software needs for the foreseeable future.





As
      the
      Company continues to grow, we will need to recruit and hire additional sales,
      operating and administrative personnel. We expect to be able to fund the costs
      of these activities from operating cash flows.


28


***Off-Balance
      Sheet Arrangements***





The
      Company had outstanding commitments to purchase finance receivables totaling
      approximately $2,314,697 as of March 31, 2008. These commitments generally
      expire between 20 and 30 days after they are issued if unused. Typically, the
      Company funds between 20% and 30% of its outstanding commitments.





The
      Company is also obligated under certain noncancelable operating leases for
      premises and equipment with terms ranging up to 60 months. Future minimum
      payments under these noncancelable operating leases as of March 31, 2008
      are:





2008
            
            $
            42,2102009
            
            
            58,6532010
            
            
            52,1342011
            
            
            48,875Thereafter
            
            
            77,386Total
            
            $
            279,258





Certain
      officers of the Company hold a total of 1,529,583 shares of the Company’s common
      stock, all or a portion of which, the Company may be required to repurchase,
      at
      the option of the officers upon the occurrence of certain events, which the
      Company believes are not probable at this time, at a price per share ranging
      from 90% to 100% of the common stock’s fair market value. The specific terms
      concerning these options and the repurchase of the common stock are set forth
      in
      the Management Shareholders Agreements filed as exhibits to the Company’s Form
      8-Ks filed on August 17, 2007, and December 17, 2007.





The
      Company had no other commitments as of March 31, 2008.





**ITEM
      3.**  **Controls
      and Procedures**





The
      Company maintains disclosure controls and procedures (as defined in Rule
      13a-15(e) of the Securities and Exchange Act of 1934 (the “Exchange Act”)) that
      are designed to ensure that information required to be disclosed in the
      Company’s Exchange Act reports is recorded, processed, summarized and reported
      within the time periods specified in the Securities and Exchange Commission’s
      rules and forms, and that such information is accumulated and communicated
      to
      the Company’s management, including its Chief Executive Officer and Chief
      Financial Officer, as appropriate, to allow timely decisions regarding required
      disclosure.





The
      Company carried out an evaluation, under the supervision and with the
      participation of the Company’s management, including the Company’s Chief
      Executive Officer and the Company’s Chief Financial Officer, of the
      effectiveness of the design and operation of the Company’s disclosure controls
      and procedures. Based on the foregoing, the Company’s Chief Executive Officer
      and Chief Financial Officer concluded that the Company’s disclosure controls and
      procedures were effective as of March 31, 2008.





There
      have been no changes in the Company’s internal control over financial reporting
      during the quarter ended March 31, 2008 that have materially affected, or are
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting.


29


**PART
      II.** **-
      OTHER INFORMATION**




**ITEM
      1.**  **Legal
      Proceedings**





The
      Company is not currently a party to any pending legal proceeding other than
      routine litigation that is incidental to the Company’s business.





As
      a
      consumer finance company, the Company can be subject to various consumer claims
      and litigation seeking damages and statutory penalties based upon, among other
      things, usury, disclosure inaccuracies, wrongful repossession, violations of
      bankruptcy stay provisions, fraud, breach of contract and discriminatory
      treatment of credit applicants. Some litigation against the Company could take
      the form of class action complaints by consumers. The Company, as assignee
      of
      Installment Contracts originated by dealers, may also be named as a co-defendant
      in lawsuits filed by consumers principally against dealers. The Company is
      also
      subject to other litigation common to the automobile finance industry and
      businesses in general. The damages and penalties claimed by consumers and others
      in these types of matters can be substantial. The relief typically requested
      by
      the plaintiffs varies but can include requests for compensatory, statutory
      and
      punitive damages.





Management
      believes that the Company has taken prudent steps to address the litigation
      risks associated with the Company’s business. However, there can be no assurance
      that the Company will be able to successfully defend against all such claims
      or
      that the determination of any such claim in a manner adverse to the Company
      would not have a material adverse effect on the Company’s automobile finance
      business.





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





None.




**ITEM
      3.**  **Defaults
      Upon Senior Securities**





Not
      applicable.





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





None.





**ITEM
      5.**  **Other
      Information**





None.


30


**ITEM
      6.**  **Exhibits**





**INDEX
      TO EXHIBITS**





**Exhibit
                Number**
            **Description**2.1
            Corrected
                Trustee’s Amended Plan of Reorganization (1)2.2
            Disclosure
                Statement for Trustee’s Amended Plan of Reorganization
                (1)3.1
            First
                Amended and Restated Certificate of Incorporation (1)3.1.1
            Certificate
                of Amendment to Certificate of Incorporation (1)3.2
            Bylaws
                (1)3.2.1
            Amendment
                to Bylaws (1)4.1
            Amended
                and Restated Trust Agreement of Freedom Financial Group I Statutory
                Trust
                (1)10.1
            Employment
                Agreement with Jerald L. Fenstermaker (1)10.1.1
            Addendum
                to Employment Agreement with Jerald L. Fenstermaker (5)10.1.2
            Extension
                of Employment Agreement with Jerald L. Fenstermaker (7)10.2
            Investment
                Banking Agreement with Milestone Advisors, LLC (1)10.3
            Unanimous
                Consent of the Board of Directors Adopting Executive Management Stock
                Bonus Plan (1)10.4
            Office
                Lease – 3058 East Elm (1)10.5
            Purchase
                and Sale Agreement, dated April 7, 2003, between Freedom Financial
                Group,
                Inc. (as Seller) and The Cadle Company (as Buyer) (2)10.6
            Commercial
                Real Estate Purchase Contract, dated May 9, 2003, between Freedom
                Financial Group, Inc. (as Seller) and New Life Church of God (as
                Buyer)
                (2)10.7
            Real
                Estate Sale Contract, dated June 4, 2003, between Donald D. Bass
                and Don.
                W. Bass (as Buyers) and Freedom Financial Group, Inc. (as Seller)
                (2)10.8
            Application
                and Order by Bankruptcy Court Approving Employment of Biltmore Associates
                (2)10.9
            Stock
                Grant Agreement dated January 9, 2006 (4)10.10
            Revolving
                Credit Loan and Security Agreement (6)10.11
            Promissory
                Note (6)10.12
            Stock
                Pledge Agreement (6)10.13
            Warrant
                for 300,000 shares of common stock (6)10.14
            Warrant
                for 200,000 shares of common stock (6)10.15
            Warrant
                for 136,778 shares of common stock (6)10.16
            Warrant
                for 91,185 shares of common stock (6)10.17
            First
                Amendment to Revolving Credit Loan and Security Agreement
                (8)10.18
            Amended
                and Restated Promissory Note (8)10.19
            Management
                Shareholders Agreement (8)10.20
            Employment
                Agreement with Jerald L. Fenstermaker (8)10.21
            Management
                Shareholders Agreement (9)10.22
            Revolving
                Credit Loan and Security Agreement (10)10.23
            Promissory
                Note (10)10.24
            Warrant
                Agreement (11)10.25
            Warrant
                for 700,000 shares of common stock (11)11.1
            Statement
                Re: Computation of Per Share Earnings - See Note 7 to Condensed
                Consolidated Financial Statements14.1
            Code
                of Ethics (3)21.1
            Subsidiaries
                (1)31.1
            Certification
                of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.31.2
            Certification
                of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            Certifications
                of Principal Executive Officer and Principal Financial Officer Pursuant
                to
                18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.


31





(1)  Filed
      as
      an exhibit to the Company’s registration statement filed on Form 10-SB on May 2,
      2005 (File Number 000-51286), and incorporated herein by reference.





(2)  Filed
      as
      an exhibit to the Company’s first amended registration statement filed on Form
      10-SB/A on July 22, 2005 (File Number 000-51286), and incorporated herein by
      reference.





(3)  Filed
      as
      an exhibit to the Company’s Form 10-QSB filed on August 15, 2005, and
      incorporated herein by reference.





(4)  Filed
      as
      an exhibit to the Company’s Form 8-K filed on January 9, 2006, and incorporated
      herein by reference.





(5)  Filed
      as
      an Exhibit to the Company’s Form 8-K filed on May 2, 2006, and incorporated
      herein by reference.





(6)  Filed
      as
      an Exhibit to the Company’s Form 8-K filed on August 24, 2006, and incorporated
      herein by reference.





(7)  Filed
      as
      an Exhibit to the Company’s Form 8-K filed on October 10, 2006, and incorporated
      herein by reference.





(8)  Filed
      as
      an Exhibit to the Company’s Form 8-K filed on August 17, 2007, and incorporated
      herein by reference.





(9)  Filed
      as
      an Exhibit to the Company’s Form 8-K filed on December 20, 2007, and
      incorporated herein by reference.




(10)  Filed
      as
      an Exhibit to the Company’s Form 8-K filed on February 5, 2008, and incorporated
      herein by reference.




(11)  Filed
      as
      an Exhibit to the Company’s Form 8-K filed on February 28, 2008, and
      incorporated herein by reference.


32


**SIGNATURES**





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





**FREEDOM
                FINANCIAL GROUP, INC.**Date:
                May 8, 2008
            
            By:
            /s/
                Jerald L. FenstermakerJerald
              L. Fenstermaker, President and Chief Executive OfficerDate:
                May 8, 2008
            
            By:
            /s/
                J. Kevin MaxwellJ.
              Kevin Maxwell, Chief Financial
              Officer


33