UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K



ANNUAL REPORT UNDER SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended May 31, 2016



Commission file number 0-21210



JACOBS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its
charter)





|Delaware                                          | 84-0922335                       
|------------------------------------------------- | ---------------------------------
|(State or other jurisdiction    of incorporation) | (IRS Employer Identification No.)





|179 Summers Street, Suite 307, Charleston, WV 25301               
|------------------------------------------------------------------
|(Address of principal executive offices) (Zip Code)               
|                                                                  
|Registrant’s telephone number, including area code: (304) 343-8171
|                                                                  





Securities registered under Section 12 (b) of
the Exchange Act:



NONE



Securities registered under Section 12 (g) of
the Exchange Act:



COMMON STOCK $.0001 PAR VALUE





Indicate by check mark if registrant is a well-known seasoned insurer,
as defined in rule 405 of the Securities Act.



|Yes [_] | No [X]
|------- | ------



1







Indicate by check mark if registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.



|Yes [_] | No [X]
|------- | ------



Indicate by a check mark whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.



|Yes [] | No [_X]
|------ | -------



Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.



|[X]
|---



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



|Large accelerated filer | [_] |  | Accelerated filer         | [_]
|----------------------- | --- |  | ------------------------- | ---
|                        |     |  |                           |    
|Non-accelerated filer   | [_] |  | Smaller reporting company | [X]



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



|Yes [_] | No [X]
|------- | ------



State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter. As of November 30, 2015: $ 1,859,076 ( 379,403,267 shares at $.0049 / share)



Indicate the number of shares
outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 379,908,267 shares of
common stock as of May 31, 2016.

2









|           |                                                                                                              | Page
|---------- | ------------------------------------------------------------------------------------------------------------ | ----
|           | TABLE OF CONTENTS                                                                                            |     
|           |                                                                                                              |     
|           | PART I                                                                                                       |     
|           |                                                                                                              |     
|Item 1     | Business                                                                                                     | 4   
|Item 1A    | Risk Factors                                                                                                 | 4   
|Item 2     | Properties                                                                                                   | 5   
|Item 3     | Legal Proceedings                                                                                            | 5   
|Item 4     | Submission of Matters to a Vote of Security Holders                                                          | 5   
|           |                                                                                                              |     
|           | PART II                                                                                                      |     
|           |                                                                                                              |     
|Item 5     | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6   
|Item 6     | Selected Financial Data                                                                                      | 7   
|Item 7     | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 7   
|Item 7A    | Quantitative and Qualitative Disclosures About Market Risk                                                   | 24  
|Item 8     | Financial Statements and Supplementary Data                                                                  | 25  
|Item 9     | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         | 25  
|Item 9A(T) | Controls and Procedures                                                                                      | 25  
|Item 9B    | Other Information                                                                                            | 27  
|           |                                                                                                              |     
|           | PART III                                                                                                     |     
|           |                                                                                                              |     
|Item 10    | Directors, Executive Officers and Corporate Governance                                                       | 28  
|Item 11    | Executive Compensation                                                                                       | 30  
|Item 12    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 31  
|Item 13    | Certain Relationships and Related Transactions and Director Independence                                     | 34  
|Item 14    | Principal Accounting Fees and Services                                                                       | 35  
|           |                                                                                                              |     
|           | PART IV                                                                                                      |     
|           |                                                                                                              |     
|Item 15    | Exhibits, Financial Statement Schedules                                                                      | 36  
|           |                                                                                                              |     











3





PART I



Item 1.	BUSINESS



The predecessor of Jacobs Financial Group,
Inc. (the “Registrant”, “JFG” or the “Company”), NELX, Inc., was incorporated in the State
of Kansas in March 1983 as Nelson Exploration, Inc. In October 1993 the Company changed its name to NELX, Inc. On or about December
29, 2005, NELX was merged with and into its newly-formed wholly-owned subsidiary, JFG, a Delaware corporation. JFG survived the
merger as the Registrant. The merger effected a change in the Registrant’s name, a change in the state of incorporation of
the Registrant from Kansas to Delaware, and amendments to the Articles of Incorporation and Bylaws of the Registrant. The Company
holds four wholly owned subsidiaries, FS Investments, Inc. (“FSI”), Jacobs & Company (“Jacobs & Co.”),
First Surety Corporation (“FSC”) and Crystal Mountain Spring Water, Inc. (“CMW”).



FSI, incorporated in 1997 in West Virginia,
is a holding company that was organized to develop surety business through the formation or acquisition of subsidiaries engaged
in the issuance of surety bonds collateralized by investment accounts that are professionally managed by Jacobs & Co. Through
its wholly-owned subsidiary, Triangle Surety Agency, Inc. (“Triangle Surety” or “TSA”), FSI is actively
engaged in the placement with insurance companies of surety bonds, with an emphasis on clients engaged in regulated industries.



Jacobs & Co., incorporated in 1988 in West
Virginia, and whose executive offices are located in Charleston, West Virginia, provides fee based investment advisory services
to institutions, companies and individuals.



On December 31, 2005 the Company acquired the
former West Virginia Fire and Casualty Company (WVFC), subsequently renamed First Surety Corporation (FSC), from The Celina Mutual
Insurance Company (Celina). The acquisition consisted of the purchase of marketable investments and insurance licenses and did
not include any existing policies or customer base as the insurance lines being offered by WVFC were not lines that new ownership
intended to pursue. FSC is a West Virginia domiciled property and casualty company with licenses (multi-line) in West Virginia,
Indiana and Ohio, targeting primarily coal and oil & gas industry surety markets in the Eastern United States. In 2006, the
Company was licensed for the surety line of business in West Virginia. In 2008, the Company’s license for surety was expanded
to include Ohio.



CMW has an undeveloped leasehold interest in
a mineral water spring located near Hot Springs, Arkansas.



The Company is headquartered in Charleston,
West Virginia, and through its wholly-owned subsidiaries, employs a total of nine (9) full-time employees.



| | Item 1A. | RISK FACTORS
| | -------- | ------------



As the Registrant qualifies as a small reporting
company as defined by §229.10(f)(1) of Regulation S-K, the Registrant is not required to provide the information required
by this item.

4







| | Item 2. | PROPERTIES
| | ------- | ----------



Through its wholly-owned subsidiary, CMW, the
Company has an undeveloped leasehold interest in a mineral water spring located near Hot Springs, Arkansas. Under this leasehold
arrangement, CMW is obligated for minimum lease payments in the amount of approximately $180 per month with automatic options to
extend the leasehold through October 2026. CMW has the right to cancel the lease upon sixty (60) days written notice at any time.
The property is presently not being actively explored or developed. During the 2002 fiscal year, management evaluated the lease
and determined the development was not then feasible. Accordingly, the Company recorded an impairment of $116,661 to its investment
in the lease. Opportunities will continue to be explored as they arise with respect to the development or sale of the leasehold
interest.



| | Item 3. | LEGAL PROCEEDINGS
| | ------- | -----------------



In May 2015, an investor and lender to the
Company brought action seeking payment of a Promissory Note.  The Company does not deny the claim and the matter has been
continued while the Company negotiates terms with the lender. The principal and interest related to this claim are fully accrued
in the financials of the Company.



In December 2015, a lessor to the Company brought
action seeking payment of defaulted lease payments and termination of lease.  The matter was reduced to a judgement lien and
will be paid from operations with no material effect on the Company. The lease payments are fully accrued in the financials of
the Company.





| | Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
| | ------- | ---------------------------------------------------



Since the last annual meeting in December 2005,
two new members were appointed to the Company’s board of directors in July 2009, Mario J. Marra and Bradley W. Tuckwiller.
The appointed directors will serve until the next called meeting of shareholders.

5







PART II



Item 5.	MARKET FOR COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.



The Company’s common stock is traded
in the over-the-counter market under the symbol JFGI (OTC Bulletin Board Symbol). The table below sets forth the high and low price
information for the Company’s common stock for the periods indicated. Such prices are inter-dealer prices, without mark-up,
mark-down or commission and may not represent actual transactions.



|                               |                                | HIGH |  | LOW
|------------------------------ | ------------------------------ | ---- |  | ---
|Fiscal Year Ended May 31, 2016 |                                |      |  |    
|                               |                                |      |  |    
|                               | 4th Quarter                    |      |  |    
|                               | 3rd Quarter                    |      |  |    
|                               | 2nd Quarter                    |      |  |    
|                               | 1st Quarter                    |      |  |    
|                               |                                |      |  |    
|                               | Fiscal Year Ended May 31, 2015 |      |  |    
|                               |                                |      |  |    
|                               | 4th Quarter                    |      |  |    
|                               | 3rd Quarter                    |      |  |    
|                               | 2nd Quarter                    |      |  |    
|                               | 1st Quarter                    |      |  |    



As of May 31, 2016, there were approximately
900 holders of record of the Company’s common stock.



The Company has neither declared nor paid any
cash dividends on its common stock during the last two fiscal years, and it is not anticipated that any such dividend will be declared
or paid in the foreseeable future.



As of May 31, 2016, the Registrant’s
2005 Stock Incentive Plan authorizing the availability of 35,000,000 shares and approved by the stockholders of the Company on
December 8, 2005, had expired under its own terms ten years after its adoption. There were 12,400,000 shares un-issued by the plan
at its expiration.



There are no other equity compensation plans approved by stockholders
of the Company.



Unregistered Sales of Equity Securities



The Certificate of Designations, Powers, Preferences
and Rights of Series A Preferred Stock adopted by the Board of Directors of the Company on December 22, 2005 is set forth as Exhibit
4.1.

6







The Certificate of Designations, Powers, Preferences
and Rights of Series B Preferred Stock adopted by the board of directors of the Company on December 22, 2005 is set forth as Exhibit
4.2.



The Certificate of Designations, Powers, Preferences
and Rights of Series C Preferred Stock adopted by the board of directors of the Company on October 29, 2009 is set forth as Exhibit
4.3.



In the year ended May 31, 2016, 1,878,000 common
shares were issued as additional consideration to various lenders in private placements pursuant to short term borrowings. A total
of 11,956,049 common shares were issued in connection with the additional 2% stock quarterly dividend associated with Series A
and B Preferred shares that have requested to be redeemed upon maturity. Additionally, 2,500,000 common shares were issued to various
individuals and entities who purchased investment units consisting of such shares and common stock of a subsidiary of the Company.



The Registrant’s Common Shares are issued
under the restrictions of Rule 144 and bear a legend to the effect that such securities are not registered under the Securities
Act pursuant to an exemption from such registration.



The issuance of the aforementioned securities
is exempt from registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), by reason
of the provision of Section 4(2) of the Securities Act, as transactions not involving any public offering, in reliance upon, among
other things, the representations made by the investors, including representations regarding their status as accredited investors
(as such term is defined under Rule 501 promulgated under the Securities Act), and their acquisition of the securities for investment
and not with a current view to distribution thereof. The securities contain a legend to the effect that such securities are not
registered under the Securities Act pursuant to an exemption from such registration. The issuance of the securities was not underwritten.



Item 6.	SELECTED FINANCIAL DATA



As the Registrant qualifies as a small reporting
company as defined by §229.10(f)(1) of Regulation S-K, the Registrant is not required to provide the information required
by this item.



Item 7.	MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



During fiscal 2016, the Company has focused
its primary efforts on the development and marketing of its surety business in West Virginia and Ohio, securing potential strategic
relationships that will accelerate the progression of the Company’s business plan strengthening its insurance subsidiary’s
reserves for potential claims and raising additional capital to facilitate that subsidiary’s entry into other state markets.







7









Results of Operations and Financial Condition as of and for
the Year Ended May 31, 2016



Results of Operations



Total revenues decreased from $1,576,000 in
fiscal 2015 to $1,336,000 in fiscal 2016, while total operating expenses decreased from $3,080,000 in fiscal 2015 to $1,907,000
in fiscal 2016. This resulted in a net loss from operations of $571,000 in 2016 as compared with a net loss from operations of
$1,505,000 in fiscal 2015.



The decrease in revenues is largely attributable
to a decrease in net investment income of approximately $490,000 in 2016, mainly due to an unrealized decline in market value of
an investment account held as a result of a contractual arrangement, where the Company receives any appreciation and earning in
excess of the initial deposit of collateral by a principal bondholder. The Company also realized losses of $79,000 on the sale
of investments in 2016 compared to gains of $136,000 in 2015. Insurance premiums written for new and existing customers increased
by approximately $100,000 in 2016. In addition, the Company recognized other income of approximately $287,000 from the removal
of dormant account payable balances and commissions no longer payable on receivables that were written off as uncollectible, and
approximately $81,000 in interest income on notes receivable issued during 2016.



The decrease in expenses is mainly attributable
to a 2015 strengthening the reserve for incurred but not reported policy losses by approximately $800,000 that was recommended
as a result of an examination by the West Virginia Insurance Commissioner. In addition, the Company wrote off accounts receivable
of approximately $300,000 as uncollectible in 2015, and reported decreased legal and accounting fees of approximately $200,000
in 2016, partially as a result of inadequate cash flow to enable the contracting with independent auditors for fiscal year 2014,
2015, and 2016.



Interest expense increased from $833,000 in
fiscal 2015 to $915,000 in fiscal 2016, as a result of the issuance of stock as part of the 2% dividend on Series A and B Preferred
shares that were requested to be redeemed, as well as an increase in stock issued as incentive for lending and continuation of
terms for previously lent funds.



During the years ending May 31, 2016 and May
31, 2015 the Company recorded gains on extinguishment of debt in the amount of $1,919,532 and $1,257,536 respectively. These gains
resulted from the waived interest and forgiven principal on notes payables occurring upon the settlement of the bridge loans in
2016 and from the purchase of a majority interest in the bridge loans and the payoff of other notes payables in 2015.



Capital Resources
and Financial Condition



Mandatorily
Redeemable Preferred Stock



In
conjunction with the acquisition of FSC at December 31, 2005, a restructuring of the Company’s financing was accomplished
through the private placement of 350 shares of Series A Preferred

8





stock
and 3,980 shares of Series B Preferred stock, each accompanied by warrants to acquire common stock of the Company in exchange for
cash totaling $3,335,000. Of the total funds received, $2,860,000 was used in the acquisition and funding of the insurance subsidiary,
with the remaining funds used to pay expenses attributable to the acquisition and the funding of on-going operations. Additionally,
approximately $3,668,000 of indebtedness of the Company was converted into preferred stock and warrants reducing the Company’s
borrowings under short-term financing arrangements to approximately $167,000 as of December 30, 2005.



The Series A designation was designed for issuance
to principals desiring surety bonds under FSC’s partially collateralized bonding programs. As designed, proceeds from the
sale of Series A preferred stock is down-streamed to FSC to increase its capital and insurance capacity, although to the extent
that proceeds from the sale of Series B preferred shares was used in the initial acquisition and funding of FSC, the Company was
allowed to use such proceeds to redeem Series B preferred stock (Company option to redeem) or for funding of on-going operations.
Effective June 1, 2007, the Company agreed to the requirement of the West Virginia Insurance Department to downstream all future
proceeds from sales of Series A preferred stock in order to increase capital and reserves of the insurance subsidiary to more substantial
levels.



The Series A designation contains a conditional
redemption feature providing for the redemption of the Series A shares at any time after the seventh (7th) anniversary
of the issue date, provided that the principal no longer requires surety bonds issued by FSC. Surety bonds currently being issued
by FSC are primarily for coal mining and reclamation permits, which are long-term in nature and continually evolving whereby outstanding
bonds are periodically released as properties are mined and reclaimed and new bonds issued for properties to be mined in the future.
Accordingly, this source of financing was designed to be long-term by nature.



The Company’s outstanding Series A Preferred
stock matures on the seventh anniversary of the issuance date if the holder has no outstanding surety bonds with the Registrant.
Thereafter holders of the Series A Stock are eligible to request that the Company redeem their Series A Shares. As of May 31, 2016,
the Company has received requests for redemption of 1,026 shares of Series A Preferred. The aggregate amount to which the holders
requesting redemption are entitled as of June 30, 2016, is $1,535,688.



Under the terms of the Series A Preferred Stock,
upon receipt of such a request, the Company’s Board was required to make a good faith determination regarding (A) whether
the funds of the Company legally available for redemption of shares of Series A Stock are sufficient to redeem the total number
of shares of Series A Stock to be redeemed on such date and (B) whether the amounts otherwise legally available for redemption
would, if used to effect the redemption, not result in an impairment of the operations of the Insurance Subsidiary. If the Board
determines that there is a sufficiency of legally available funds to accomplish the redemption and that the use of such funds to
affect the redemption will not result in an impairment of the operations of the Insurance Subsidiary, then the redemption shall
occur on the Redemption Date. If, however, the Board determines either that there are not sufficient funds legally available to
accomplish the redemption or that the use of such funds to effect the redemption will result in an impairment of the operations
of the Insurance Subsidiary, then (X) the Company shall notify the holders of shares that would otherwise have been redeemed of
such fact and the consequences as provided in this paragraph,

9





(Y) the Company will use those funds which
are legally available therefor and which would not result in an impairment of the operations of the Insurance Subsidiary to redeem
the maximum possible number of shares of Series A Stock for which Redemption Notices have been received ratably among the holders
of such shares to be redeemed based upon their holdings of such shares, and (Z) thereafter, until such shares are redeemed in full,
the dividends accruing and payable on such shares of Series A Stock to be redeemed shall be increased by 2% of the Series A Face
Amount, with the amount of such increase (i.e., 2% of the Series A Face Amount) to be satisfied by distributions on each Dividend
Payment Date of shares of Common Stock having a value (determined by reference to the average closing price of such Common Stock
over the preceding 20 trading days) equal to the amount of such increase. The shares of Series A Stock not redeemed shall remain
outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the
Company are legally available for the redemption of shares of Series A Stock and such redemption will not result in an impairment
of operations of the Insurance Subsidiary, such funds will immediately be used to redeem the balance of the shares of Series A
Stock to be redeemed. No dividends or other distributions shall be declared or paid on, nor shall the Company redeem, purchase
or acquire any shares of, the Common Stock or any other class or series of Junior Securities or Equal Ranking Preferred of the
Company unless the Redemption Price per share of all shares for which Redemption Notices have been given shall have been paid in
full, provided that the redemption price of any Equal Ranking Preferred subject to redemption shall be paid on a pari passu basis
with the Redemption Price of the Series A Stock subject to redemption in accordance herewith. Until the Redemption Price for each
share of Series A Stock elected to be redeemed shall have been paid in full, such share of Series A Stock shall remain outstanding
for all purposes and entitle the holder thereof to all the rights and privileges provided herein, and Dividends shall continue
to accrue and, if unpaid prior to the date such shares are redeemed, shall be included as part of the Redemption Price.



On April 4, 2013, the Company’s Board
of Directors determined based on the criteria established under the terms of the Preferred Stocks that there were insufficient
funds available for the redemption of Preferred Stocks.



The Series B designation was designed for issuance
to investors in JFG and contains both conversion rights to common stock and redemption features. Each share of the Series B preferred
stock is convertible, at the option of the holder, into 1,000 shares of JFG common stock and can be converted at any time. The
Series B preferred shares were issued at a twenty-five percent (25%) discount to the stated face value of $1,000 per share or approximately
$2,217,650 in total. Additional shares of the Series B were subsequently sold at a discount of approximately four and one-half
percent (4.5%) or approximately $36,000. Additionally, the Series B preferred stock can be redeemed, at the option of the holder,
at full-face value plus accrued and unpaid cumulative dividends, commencing with the fifth (5th) anniversary of the
original issue date. The Company has the option to redeem the Series B preferred shares at any time after the first (1st)
anniversary of the original issue date, subject to the holder choosing to exercise conversion privileges prior to the stated redemption
date.



The Company’s outstanding Series B Preferred
stock matured on December 30, 2010, meaning that the holders of the Series B Stock became entitled to request that the Company
redeem their Series B Shares. As of May 31, 2016, the Company has received requests for redemption of 2,219

10





shares of Series B Preferred. The aggregate
redemption amount to which the holders are entitled as of June 30, 2016, is $5,099,573.



Under the terms of the Series B Preferred Stock,
receipt of a redemption request required the Company’s Board to make a good faith determination regarding (A) whether the
funds of the Company legally available for redemption of shares of Series B Stock are sufficient to redeem the total number of
shares of Series B Stock to be redeemed on such date and (B) whether the amounts otherwise legally available for redemption would,
if used to effect the redemption, not result in an impairment of the operations of the Insurance Subsidiary. If the Board determines
that there is a sufficiency of legally available funds to accomplish the redemption and that the use of such funds to affect the
redemption will not result in an impairment of the operations of the Insurance Subsidiary, then the redemption shall occur on the
Redemption Date. If, however, the Board determines either that there are not sufficient funds legally available to accomplish the
redemption or that the use of such funds to effect the redemption will result in an impairment of the operations of the Insurance
Subsidiary, then (X) the Company shall notify the holders of shares that would otherwise have been redeemed of such fact and the
consequences as provided in this paragraph, (Y) the Company will use those funds which are legally available therefor and which
would not result in an impairment of the operations of the Insurance Subsidiary to redeem the maximum possible number of shares
of Series B Stock for which Redemption Notices have been received ratably among the holders of such shares to be redeemed based
upon their holdings of such shares, and (Z) thereafter, until such shares are redeemed in full, the dividends accruing and payable
on such shares of Series B Stock to be redeemed shall be increased by 2% of the Series B Face Amount, with the amount of such increase
(i.e., 2% of the Series B Face Amount) to be satisfied by distributions on each Dividend Payment Date of shares of Common
Stock having a value (determined by reference to the average closing price of such Common Stock over the preceding 20 trading days)
equal to the amount of such increase. The shares of Series B Stock not redeemed shall remain outstanding and entitled to all the
rights and preferences provided herein. At any time thereafter when additional funds of the Company are legally available for the
redemption of shares of Series B Stock and such redemption will not result in an impairment of operations of the Insurance Subsidiary,
such funds will immediately be used to redeem the balance of the shares of Series B Stock to be redeemed. No dividends or other
distributions shall be declared or paid on, nor shall the Company redeem, purchase or acquire any shares of, the Common Stock or
any other class or series of Junior Securities or Equal Ranking Preferred of the Company unless the Redemption Price per share
of all shares for which Redemption Notices have been given shall have been paid in full, provided that the redemption price of
any Equal Ranking Preferred subject to redemption shall be paid on a pari passu basis with the Redemption Price of the Series B
Stock subject of redemption in accordance herewith. Until the Redemption Price for each share of Series B Stock elected to be redeemed
shall have been paid in full, such share of Series B Stock shall remain outstanding for all purposes and entitle the holder thereof
to all the rights and privileges provided herein, and Dividends shall continue to accrue and, if unpaid prior to the date such
shares are redeemed, shall be included as part of the Redemption Price.



On March 8, 2011, the Company’s Board
of Directors determined, based on the criteria established under the terms of the Series B Preferred Stock, that there were insufficient
funds available for the redemption of Series B Preferred Stock.



11





As
an inducement to the initial preferred stock shareholders, warrants to purchase 45,402,996 shares of common stock at an exercise
price of one-tenth of one cent ($.001) per share were issued. Warrants issued to Series A Preferred holders had a seven year expiration;
warrants issued to Series B Preferred holders had a five-year expiration period. Such warrants were valued at approximately $533,000
using the Black-Scholes pricing model. 386,667 warrants issued in connection with Series B Preferred Stock expired unexercised
on December 31, 2010, while 600,000 warrants issued in connection with Series A Preferred Stock expired unexercised on December
31, 2012.



The Company experienced a loss after accretion
of mandatorily redeemable convertible preferred stock, and accrued dividends on mandatorily redeemable preferred stock of $108,386
in fiscal 2016 as compared to $1,669,587 in fiscal 2015.



Equity Preferred Stock



In
November 2009, as a means of alleviating obligations associated with the Company's Series B Preferred Stock, which by its terms
matured at the end of 2010, management proposed a recapitalization to assist in stabilizing the financial position of the Company.
The Board deemed it advisable to designate a Series C Preferred Stock, with 10,000 authorized shares. The Recapitalization consisted
of the exchange of 6,805 Series B Shares Preferred for a combination of Series C Preferred Shares and Common Stock Shares. 
For each Series B Preferred Share, the participating holder received (i) one Series C Preferred Share and (ii) 2,000 shares of
JFG Common Stock. The accumulated dividend rights and preferences associated with the Series B Preferred Shares transferred undiminished
to the corresponding Series C Preferred Shares. This exchange amounted to $6,269,051 of carrying value of Series B Preferred stock
being exchanged for Series C Preferred and Common Stock. 13,609,872 shares of Common Stock were issued to the Series C Preferred
Stock holders at the rate of 2,000 Common shares for each exchanged Series B Preferred Stock, with the related cost associated
with the Common issuance offsetting the Series C Preferred carrying value by $265,120. The shares were valued at approximately
$.01948 per share based on the average quoted closing price of the Company's stock for the 20-day period preceding the date of
the transaction. Series C Preferred stock may be redeemed by the Company but does not have a fixed maturity date and is considered
permanent equity. Holders of over 70% of the outstanding Series B Preferred Shares elected to participate in the recapitalization.



Unlike
the Series B Preferred Shares with their fixed maturity date, the Series C Preferred Shares are permanent equity, with accruing
dividends only increasing the preference amount that must be satisfied before junior securities may participate in dividends or
on liquidation. Accordingly, the effect of the accrual of dividends with respect to the Series C Preferred Shares on the Company’s
balance sheet is to increase the aggregate claim by the Series C Preferred Shares on the equity of the corporation and to increase
the deficit in common equity, while having no effect on the net equity of the corporation as a whole. The entitlement of the Series
C Preferred Shares to a priority in relation to junior securities with respect to dividends and on liquidation does not create
an obligation by the Company and therefore no liability is recorded until the dividends are declared by the Board of the Company.
The Series C Preferred Shares are pari passu with the Series A Preferred Shares and Series B Preferred Shares and no dividends
or other distributions will be paid upon Common Shares or any other class of Shares that is junior in priority to the Series C
Preferred Shares while dividends are in arrears.



12





The accrual of dividends on the equity preferred
stock resulted in a charge to common stockholders’ equity and a credit to the equity of equity preferred stock of $1,164,143
in fiscal 2016 as compared to $1,072,461 in fiscal 2015.



Dividend Preference and Accretion



During the year ended May 31, 2012, two holders
of Series A Preferred stock released all of their outstanding bonds held with FSC. The carrying value of these shares of Series
A Preferred Shareholders are listed in the liability section of the balance sheet, and therefore the dividends associated with
these shares of Series A Preferred stock after February 29, 2012 is a deduction from net income. The carrying value of the Series
B Preferred Shares that did not convert are listed in the liabilities section of the balance sheet, and therefore the accretion
and dividends associated with the Series B Preferred stock after November 30, 2009 are deductions from net income. Series C Preferred
stock has no accretion. The recorded values of the Series A preferred stock was increased to their stated liquidation values using
the interest method over a period of five years and such amounts were categorized as accretion of mandatorily redeemable preferred
stock in the consolidated statement of operations. This accretion was concluded in December 2010.



The Series A Preferred designation is entitled
to receive cumulative dividends at the rate of 4.00% per annum and the Series B Preferred and Series C Preferred designations are
entitled to receive cumulative dividends at the rate of 8.00% per annum, with the Series A, B and C Preferred designations having
equal ranking and preference as to dividends, liquidation rights and priority to the Company’s common stockholders. The accrued
(but undeclared) dividends associated with the Series C Preferred exchange amounted to $2,295,624 and are included in the total
amount exchanged for Series C Preferred Shares.



At this time, management has chosen to defer
payment of dividends to the holders of the Series A, B and C Preferred Shares until the Company has sufficient cash flow from operations
to service the obligation.



Bridge-financing, Commitments and Material Agreements



Of primary importance to the Company's ability
to fully implement its business plan is the expansion of that business into additional states.  Regulatory approval and licensing
is required for each state where FSC seeks to conduct business. Management found entry into additional states (as a surety) was
proving difficult without the benefit of more substantial capital and reserves due to FSC's status as a recent entry into this
market and due to the cyclical nature of the coal industry. Accordingly, management began pursuing avenues that would provide additional
capital to facilitate such expansion.



Beginning in fiscal 2008 and completed during
the first quarter of fiscal 2009, the Company obtained two rounds of bridge financing totaling an aggregate of $3,500,000. The
purpose of the financing was to pay expenses of operations and to pay fees and expenses incurred or expected to be incurred in
connection with a larger permanent financing and, in addition, to increase the capital surplus of FSC to make possible the reactivation
of FSC’s surety license in the state of Ohio. The terms of the bridge-financing arrangement provided for payment in full
upon consummation by

13





the Company of a qualified equity offering
providing net proceeds of at least $15 million on or before September 10, 2013. Because such a qualified equity offering was not
consummated by September 10, 2008, accrued interest-to-date was payable, and quarterly installments of principal and interest became
payable over five years commencing in December 2008. The interest rates on such notes were fixed at 10.00%. Payments due December
2008 and March 2009 were not made by the Company as scheduled, but a forbearance agreement was subsequently entered into with the
bridge lenders on June 5, 2009, modifying payment terms to cure the default (including increasing the interest rate on the loans
to 17%), issuing additional common stock to the loan holders, and pledging the stock of the Company’s subsidiary, CMW, as
security for repayment of the loans. The modification required the Company to pay interest of $224,515 on June 10, 2009 and increase
the quarterly payments by $67,185 beginning September 10, 2009 to satisfy the arrearage. The Company failed to make the payment
that was due September 10, 2009 and the payments that were due in the ensuing quarters.



Certain equity inducements in the form of common
stock of the Company were provided under the terms of the bridge loan documents, including a requirement that the Company issue
to the bridge lenders an additional 2.8% of the Company’s outstanding common shares upon each six-month anniversary date
until retirement of the notes.



In anticipation of a proposed financing and
as a condition thereof, the Company and each of the bridge lenders entered into a Loan Modification Agreement dated February 25,
2012 which provided for modification of the Promissory Notes, including an extension of the term of the Promissory Notes, and Subscription
Agreements in exchange for a partial cash payment to each bridge lender. On August 10, 2012, the Company entered into an agreement
with the bridge lenders, pursuant to which the bridge lenders formally agreed to forbear from exercising their rights and remedies
arising from the accumulated acknowledged events of default with respect to the bridge loans until such date. As consideration
for this forbearance, the Company entered into an Amended and Restated General Hypothecation and Pledge Agreement dated August
9, 2012 (the “August 2012 Pledge”), but effective September 23, 2011, granting to the bridge lenders as security for
the repayment of the loans a lien and security interest in all of the Company’s shares of capital stock of First Surety Corporation.
Under the August 2012 Pledge, the bridge lenders acknowledged that the effectiveness of certain of the rights and remedies provided
by such agreement were subject to prior approval by the Office of the Commissioner of Insurance for the State of West Virginia.



On July 9, 2014 the Company completed
a $4,500,000 financing.  In effect, FSI, a subsidiary of the Registrant, borrowed the funds at 8.00% interest with principal
repayments on a ten year schedule.  Proceeds of the borrowing were applied (i) to purchase from certain bridge lenders, after
waiving interest ofapproximately $1.6 million,50.7%
($1.775 million face amount) of the outstanding senior promissory notes comprising a $3.5 million financing dating from 2008, together
with the associated collateral, (ii) to pay in full delinquent tax liabilities owed to the Internal Revenue Service and State of
West Virginia, (iii) to pay an outstanding judgment, and (iv) to pay certain other current liabilities.FSI
therefore became a member of the Bridge Loan and notified the Collateral Agent for the group of its purchase and majority holding.
The transaction restored majority control of FSC to the Company and improved its balance sheet through waiver of accrued interest.



14





On August 5, 2015 the Company completed a $1,600,000
transaction which resulted in its acquisition of the remaining 49.3% ($1.725 million face amount) of the senior promissory notes
of the $3.5 million financing dating from 2008, after waiving interest of approximately $1.8 million. Upon closing of the acquisition,
the collateral securing the senior promissory notes, 1,000 shares (100%) of FSC and 1,000 shares (100%) of CMW, was released to
the Company.



The transaction was funded through sale in
a private offering of investment units (Units) that consisted of 5.00% of the outstanding shares of FSC and 500,000 common shares
of the Company. $1,600,00 was raised through the sale of units in exchange for consideration that included a combination of the
cash purchase of units, cancellation of indebtedness owed by the Company to the purchaser in exchange for units and loans to the
Company by potential purchasers that are convertible into the purchase of Units. The Registrant’s Board of Directors has
authorized the sale of up to nine Units, which, if completed, would include forty-five percent (45%) of the outstanding stock of
FSC.





Restrictions on Use of Assets



Regulatory approval for the acquisition of
FSC by JFG was provided by a Consent Order issued December 23, 2005 by the Commissioner of Insurance of the State of West Virginia
and imposed several conditions for the operation of FSC, including the condition that no dividends or monies were to be paid to
JFG without regulatory approval. This consent order was terminated on March 26, 2012 and dividends in the amounts of $173,000 and
$198,000 were paid during the years ended May 31, 2015 and May 31, 2014, respectively. For further information, see Notes C and
O to the Consolidated Financial Statements.



Accordingly, the payment of ordinary dividends
is no longer restricted. However, cash, marketable investments, and other receivables held by FSC are restricted from the Company’s
use to fund operations or meet cash needs outside of the insurance company’s domain. As of May 31, 2016, such assets amounted
to approximately $9.38 million.



Under the West Virginia insurance code, ordinary
dividends to stockholders are allowed to be paid only from that part of FSC’s available surplus funds which is comprised
of realized net profits from the business and whereby all such dividends or distributions made within the preceding twelve months
do not exceed 1) the lesser of 10% of FSC’s surplus as regards to policyholders as of December 31st of the preceding
year-end or 2) net income from FSC’s operations from the previous two calendar years, not including capital gains. Any payment
of extraordinary dividends requires prior approval from the WV state insurance commissioner.





Critical Accounting Policies and Estimates



Investments



Management believes the Company has the ability
to hold all fixed income securities to maturity. However, the Company determined it may dispose of securities prior to their scheduled
maturity

15





due to changes in interest rates, prepayments,
tax and credit considerations, liquidity or regulatory capital requirements, or other similar factors. As a result, the Company
classifies all of its fixed income securities (bonds) and equity securities as available-for-sale. These securities are reported
at fair value, with unrealized gains and losses, net of deferred income taxes, reported in stockholders’ equity as a separate
component of accumulated other comprehensive income.



Insurance Premiums



Insurance premiums are recognized as revenue
ratably over the term of the related policies in proportion to the insurance protection provided. Premium revenues are net of amounts
ceded to reinsurers. Unearned premiums represent the portion of premiums written, before ceded reinsurance which is shown as an
asset, applicable to the unexpired terms of policies in force determined on a pro rata basis.



Insurance premium receivables are presented
net of an estimated allowance for doubtful accounts, which is based on a periodic evaluation of the aging and collectability of
premium receivables.



Reinsurance



The Company limits the maximum net loss
that can arise from large risks by reinsuring (ceding) certain levels of such risk with reinsurers. Effective April 1, 2009, FSC
entered into a reinsurance agreement with Lloyd’s of London for its coal reclamation surety bonding programs. This agreement
has provided additional bonding capacity to FSC and has enabled FSC to write more bonds and of greater size for its coal reclamation
bonding clients. Management expects this reinsurance arrangement to continue FSC’s expansion of market share and to result
in increased cash flow for each of the Company’s operating subsidiaries.

Ceded reinsurance is treated as the risk and
liability of the assuming companies. The Company cedes insurance to other companies but these reinsurance contracts do not relieve
the Company from its obligations to policyholders. Ceded premiums, at a rate of 35% of written premium with a minimum of $490,000,
are recognized as reductions in revenue ratably over the term of the related policies. Ceded unearned premiums represent the portion
of ceded premiums written applicable to the unexpired terms of policies in force determined on a pro rata basis.



Under the terms of its reinsurance treaty,
the Company is entitled to a No Claims Bonus from the reinsurers for each contract year in which no claims are received. The bonus
is 20% of the contract year’s reinsurance premium. No claims had been made since the inception of the treaty until February
2014 when a performance bond claim of approximately $83,000 was paid during the year ended May 31, 2014. In August 2015, the Company
paid a claim on a called bond in the amount of $550,000, of which $75,000 was paid using collateral of the principal. The remaining
$475,000 has been established as a salvage receivable to be repaid with the assignment of proceeds from the potential sale of a
closely held stock owned by the principal and the assignment of a promissory note payable to the principal, with the total assigned
values in excess of the salvage receivable.



The Company incurred loss adjustment expenses
of $26,590 related to costs of engaging experts, attorney fees, and consultants for potential claims. These costs were charged
against established case reserves or bulk reserves.

16





Deferred Policy Acquisition Costs



Policy acquisition costs, consisting of commissions,
premium taxes and other underwriting expenses which vary with, and are primarily related to, the production of business, are deferred
and amortized as a charge to income as the related premiums are earned. The Company periodically tests that deferred policy acquisition
costs are recoverable based on the expected profitability embedded in the reserve for unearned premium. If the expected profitability
is less than the balance of deferred policy acquisition costs, a charge to income is taken and the deferred policy acquisition
cost balance is reduced to the amount determined to be recoverable. Anticipated investment income is considered in the determination
of the recoverability of deferred policy acquisition costs.



Intangible Assets



In exchange for the purchase price of $2.9
million for the acquisition of FSC, the Company received cash and investments held by FSC totaling $2.75 million, with the difference
being attributed to the property and casualty licenses of FSC in the states of West Virginia, Ohio and Indiana. Such licenses have
indefinite lives and are evaluated annually for recoverability and impairment loss. Impairment loss, if any, is measured by estimating
future cash flows attributable to such assets based on forecasts and projections and comparing such discounted cash flow amounts
to the carrying value of the asset. Should actual results differ from such forecasts and projections, such assets may be subject
to future impairment charges.



Reserve for Losses and Loss Expenses



Reserves for unpaid losses and loss adjustment
expenses of the insurance subsidiary are estimated using information derived from Company experience in addition to management’s
estimate of expected future claims on those policies in force. Management’s estimate considers relevant industry information
but is largely dependent upon management’s experience and judgment since prior Company experience and industry data available
are extremely limited. In August 2015, the Company paid a claim on a called bond in the amount of $550,000, of which $75,000 was
paid using collateral of the principal. The remaining $475,000 has been established as a salvage reserve to be repaid with the
assignment of proceeds from sales of stock and an assignment of a promissory note as additional collateral with total assigned
values in excess of the salvage reserve. In February, 2014, a performance bond obligee made claim under a bond relating to non-performance
by the principal. The total claim of approximately $83,000 was paid during the year ended May 31, 2014. Prior to 2014, FSC had
experienced no claims for losses since its acquisition.



FSC is currently licensed to write coal permit
and miscellaneous fixed-liability limit surety bonds in West Virginia and Ohio. Coal permit bonds are required by regulatory agencies
to assure the reclamation of land that has been disturbed by mining operations, and accordingly, is a highly regulated process
by federal and state agencies. Such bonds are generally long-term in nature with mining operations and reclamation work being conducted
in unison as the property is mined. Additionally, no two principals and properties are alike due to varied company structures and
unique geography and geology of each site.



17





In underwriting coal reclamation bonds, management
obtains estimates of costs to reclaim the properties in accordance with the specifications of the mining permit, prepared by independent
outside professionals experienced in this field of work. Such estimates are then periodically updated and compared with marketable
securities pledged, and held for the benefit of FSC as collateral for the surety bond, to mitigate the exposure to significant
loss. Should the principal default in its obligation to reclaim the property as specified in the mining permit, FSC would then
use the funds held in the collateral account to reclaim the property or forfeit the face amount of the surety bond. Losses can
occur if the costs of reclamation exceed the estimates obtained at the time the bond was underwritten or upon subsequent re-evaluations,
if sufficient collateral is not obtained, or if the collateral held has experienced significant deterioration in value and if FSC
is not otherwise able to recover under its contractual rights to indemnification.



Miscellaneous fixed-liability limit surety
bonds are generally fully collateralized by the principal’s cash investment into a collateral investment account to mitigate
FSC’s exposure to loss. Generally the collateral investment account is managed by the Company’s investment advisory
subsidiary, Jacobs & Co. Losses can occur should the principal default on the performance required by the bond and the collateral
in the investment account experiences deterioration in value.



In establishing its reserves for losses and
loss adjustment expense, management continually reviews its exposure to loss based on reports provided in conjunction with the
periodic monitoring and inspections performed along with industry averages and historical experience. Management has estimated
such losses based on management’s experience, adjusted for factors that are unique to the Company’s approach, and in
consultation with its consulting actuary experienced in the surety field. As a result of the limited Company and industry data
and experience there is a significant risk that amounts reserved for future expected losses and loss adjustment expenses could
vary from those amounts reserved and the variance could be material. Adjustments to reserves are reflected in earnings in the period
of determination.



Liquidity and Going Concern



The Company experienced operating income (loss)
from operations of approximately ($571,000) and ($1,505,000) for the years ended May 31, 2016 and 2015, respectively. The Company’s
income (or loss) decreases (or increases) when accretion of mandatorily redeemable convertible preferred stock and accrued dividends
on mandatorily redeemable preferred stock, as well as income attributable to non-controlling interests, (i.e. 10% of FSC), are
taken into account, to losses of approximately ($108,000) and ($1,670,000) for the years ended May 31, 2016 and 2015. The Company
has not been able to pay certain amounts due to professionals and others and continues to be unable to pay its preferred stock
dividend obligation. Due to this inability to pay professional fees, the financial audits and subsequent required filings for the
fiscal years ended May 31, 2014, 2015, and 2016 were not completed or filed in a timely manner. A substantial portion of the Company’s
cash flow is generated by its insurance subsidiary. Such cash flow is subject to restrictions including on the ability of FSC to
pay dividends to its parent, resulting from insurance regulatory requirements. While management expects revenue growth and cash
flow to increase significantly as its business plan is fully implemented, it is anticipated that losses will continue and the Company
will be cash constrained until FSC is able to develop a substantial book of business.

18







During 2016, the Company sold in a private
offering investment units (Units) that consisted of 10.00% of the outstanding shares of FSC and common shares of the Company. The
Registrant’s Board of Directors has authorized the sale of up to nine Units, which, if completed, would include forty-five
percent (45%) of the outstanding stock of FSC. This sale, as well as the increase in the generation of cash flows in 2017 allowed
the Company to secure the services of independent auditors and all filings that are past due are to be expedited and filed during
2017.



Expansion of FSC’s business to
other states is a key component to fully implementing the Company’s business plan. In fiscal 2009, the Company was able to
increase the capital of FSC and reactivate FSC’s insurance license in Ohio and obtain authority to issue surety bonds in
that state. However, management has found that entry into other states (as a surety) has been difficult without the benefit of
more substantial capital and reserves due to FSC’s specialization in coal reclamation bonds, the cyclical nature of that
industry and the financial condition of the Company. Management believes that if FSC’s capital and surplus reserves were
significantly more substantial and the financial condition of the Company was stabilized, entry into other states would be less
challenging. Accordingly, management continues to pursue avenues that can provide additional capital to increase the capacity of
its insurance subsidiary and to fund continuing operations as the business is being fully developed.

Through the sharing of resources (primarily
personnel) to minimize operating costs, the Company and its subsidiaries attempt to minimize operating expenses and preserve resources.
Although FSC is cash flow positive, the use of its assets and profits are restricted to its stand-alone operation by regulatory
authority. While growth of the FSC business continues to provide additional revenue opportunities to the Company’s other
subsidiaries, Jacobs & Company and Triangle Surety, it is anticipated that working capital deficiencies will continue to be
met either through the raising of additional capital or borrowings. However, there can be no assurance that additional capital
(or debt financing) will be available when and to the extent required or, if available, on terms acceptable to the Company. Accordingly,
there is substantial doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

Comparison of Results of
Operations for Fiscal 2016 With 2015



The Company experienced a loss from operations
of approximately ($572,000) in 2016 as compared with loss from operations of ($1,505,000) in fiscal 2015. The net loss attributable
to common stockholders was ($1,364,660) in fiscal 2016 as compared to ($2,742,048) in fiscal 2015. Net loss attributable to the
Company after deducting participation attributable to non-controlling interests is taken into account is ($1,273,529).



Revenues



Revenues decreased 15% in fiscal 2016 to $1,335,829
as compared with $1,575,620 in fiscal 2015. The decrease is largely attributable to the decrease in net investment income of approximately

19





$490,000, mainly due to the severe unrealized
loss in market value of an investment account held as a result of a contractual arrangement, where the Company receives any appreciation
and earning in excess of the initial deposit of collateral by a principal bondholder. The Company also had losses of $(79,000)
in 2016 on the sale of investments compared to realized gains of $136,000 in 2015.



The Company recognized other income of approximately
$287,000 from the removal of dormant accounts payable and commissions no longer payable on premium receivables that were written
off as uncollectible, and approximately $81,000 in interest income on notes receivable issued during 2016.



Revenue from the investment management segment,
net of advisory referral fees, declined 10% with fiscal 2016 reporting $109,194 as compared to $121,514 in fiscal 2015. This decline
in investment advisory fees related to the decrease in the market value of assets in portfolios under management. Investment advisory
fees are based on the market value of assets under management and some fluctuation will occur due to overall market conditions.
Generally such revenues will remain relatively constant from year to year with large fluctuations attributable to the growth or
loss of assets under management.



Revenue from the surety insurance segment,
consisting of FSC and TSA, decreased 42%, with $829,456 in fiscal 2016 as compared with $1,434,730 for the prior year. Revenues
attributable to the insurance segment are as follows:

|                                |  | Year Ended May 31,
|------------------------------- |  | ------------------
|                                |  | 2016              
|                                |  |                   
|Premiums earned                 |  | $                 
|Commissions earned              |  |                   
|No Claims Bonus from Reinsurers |  |                   
|Net investment income           |  |                   
|Net realized investment gains   |  |                   
|                                |  |                   
|Total                           |  | $                 
|                                |  |                   



Premium revenue is recognized ratably over
the term of the policy period and thus is relatively stable from period to period with fluctuations for comparable periods generally
reflecting the overall growth or loss of business. Commission revenue, which is dependent on the timing of issuance or renewal
of bonds, is expected to be more seasonal from quarter-to-quarter with fluctuations for comparable periods largely reflecting the
overall growth or loss of business



Investment income is expected to remain relatively
consistent from period to period, but can fluctuate based on interest rates, market conditions, growth or loss of business, and
investment funds expended in the payment of claims. The decrease in revenues reflected above is mainly attributable to the severe
drop in market value of an investment account held as a result of a contractual arrangement, where the Company receives any appreciation
and earning in excess of

20





the initial deposit of collateral by a principal
bondholder as well as realized losses of ($79,060) in 2016 compared to realized gains of $136,000 in 2015 on the sale of investments.
Gross premium written in fiscal 2016 amounted to $1,386,837 as compared to $1,382,725 in fiscal 2015 and is reflective of a slight
increase in the volume of bonds required for new and existing clients. Commission income earned for the placement of bonds with
outside insurers also increased from $9,483 in 2015 to $134,346 in 2016. This increase in commission revenue for 2016 is derived
from one subsidiary’s facilitation of a contract with an outside company and a separate subsidiary to provide replacement
bonding for premium income. The Company did not record a No Claims Bonus for the year ended May 31, 2016 due to the recording of
a claim reserve in excess of the minimum amount specified in the reinsurance contract period covering October 1, 2014 through December
31, 2015.



FSC’s investment holdings in fiscal 2016
averaged $9.748 million as compared to $9.860 million for fiscal 2015, with investment yields relatively flat, from 3.05% to 2.65%.
The ultimate effect of zero coupon bonds will be reflected over the life of the bond through accretion rather than yield. During
the period, equity securities in the portfolio provided dividends and gains from the covered call strategy utilized on the equities.



Expenses



Incurred policy losses represent the provision
for loss and loss adjustment expense for “incurred but not reported” (IBNR) losses attributable to surety bonds issued
by FSC. Due to overall concern for the coal industry brought about by substantial pricing competition from natural gas and resultant
bankruptcies of publicly traded coal companies, the Company has agreed with its actuary and regulators to increase FSC’s
reserves in 2015 and 2016 by recording $179,334 as IBNR for fiscal 2016, or 18% of earned premium, as compared to $968,017 or 106%
of earned premium for fiscal 2015, strengthening its reserves by a net of approximately $820,000. In addition, FSC has adjusted
the percentage of premium reserved for IBNR by increasing the reserve rate from 12% of earned premium to 23% for partially collateralized
bonds beginning January 1, 2016. IBNR loss estimates have been based on actuarial recommendations and management’s judgment
that are unique to the FSC’s underwriting approach. Prior to 2014, FSC had not received any claims for losses on any bonds
underwritten since business began in 2006.



Insurance policy acquisition costs represent
charges to operations for underwriting, commissions and premium tax attributable to surety polices issued by FSC and are recognized
ratably over the period in which premiums are earned. In fiscal 2016, such costs amounted to $284,127 or 29% of earned premium
as compared with $298,756 or 33% in fiscal 2015.



General and administrative expenses for fiscal
2016 were $1,442,606 as compared with $1,809,121 for fiscal 2015, representing an decrease of $366,515 and are comprised of the
following:









21







|                                       |  | Year Ended May 31, |           |     
|-------------------------------------- |  | ------------------ | --------- | ----
|                                       |  | 2016               |           | 2015
|                                       |  |                    |           |     
|Salaries and related costs             |  | $                  | 628,855   |     
|General office expense                 |  |                    | 99,417    |     
|Legal and other professional fees      |  |                    | 225,739   |     
|Audit, accounting and related services |  |                    | 63,256    |     
|Travel, meals and entertainment        |  |                    | 92,866    |     
|Other general and administrative       |  |                    | 332,473   |     
|                                       |  |                    |           |     
|Total general and administrative       |  | $                  | 1,442,606 |     



Salaries and related costs, net of deferred
internal policy acquisition costs, decreased $13,922 and are comprised of the following:

|                                  |  | Year Ended May 31, |          |     
|--------------------------------- |  | ------------------ | -------- | ----
|                                  |  | 2016               |          | 2015
|Salaries and wages                |  | $                  | 572,764  |     
|Commissions                       |  |                    | 122,599  |     
|Payroll taxes                     |  |                    | 53,131   |     
|Fringe benefits                   |  |                    | 59,431   |     
|Key-man life insurance            |  |                    | 61,137   |     
|Deferred policy acquisition costs |  |                    | (240,207 | )   
|                                  |  |                    |          |     
|Total salaries and related costs  |  | $                  | 628,855  |     



The increase in commissions is partially attributable
to FSC’s commission structure that pays a larger commission percentage on the origination of a policy but reduced for subsequent
policy, as well as to the timing of payment of commissions based upon collections. The decrease in fringe benefits is attributable
to decreased cost of health insurance for employees after changing insurance providers.



Legal and professional fees decreased in 2016
compared to the prior year due to the Company’s above normal efforts and related expenses in 2015 to expand the Company’s
business, remove debt of the Company via refinancing and sale of subsidiary stock, and penetrate new markets. In 2015 the Company
reclassified an $80,000 deposit from prior years as legal expense for work on a financing arrangement that was not completed. Audit,
accounting and related services decreased in 2016 due to a change in accounting and audit service provider in 2015 for the Company
which resulted in the delay of audit related expenses for all of 2016.

Other general and administrative expense decreased
by approximately $117,000 in 2016 compared to the corresponding 2015 period. This decrease is mainly due to the Company’s
writing off accounts receivable of approximately $300,000 as uncollectible in 2015. The Company anticipates that some of these
accounts receivable will be paid by an obligor in the future based on verbal agreements with this obligor.







22





Interest expense and interest income



Interest expense for fiscal 2016 was
$915,098 compared to $833,242 in fiscal 2015. Components of interest expense are comprised of the following:

|                                                                                                           |  | Year Ended May 31, |         |     
|---------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | ----
|                                                                                                           |  | 2016               |         | 2015
|                                                                                                           |  |                    |         |     
|Interest expense on bridge financing                                                                       |  | $                  | 24,103  |     
|Expense of common shares issued or to be issued in connection with bridge financing and other arrangements |  |                    | 51,322  |     
|Interest expense on demand and term notes                                                                  |  |                    | 555,323 |     
|Other finance charges                                                                                      |  |                    | 284,350 |     
|                                                                                                           |  |                    |         |     
|Total interest expense                                                                                     |  | $                  | 915,098 |     



Interest expense increased from $833,242 in
fiscal 2015 to $915,098 in fiscal 2016, attributable to several factors; i) interest expense on bridge financing decreased due
to elimination of the debt in July 2015, ii) an adjustment in 2016 to correctly record as interest expense part of a mineral asset
(land) sale transaction made in 2015 iii) deferral of the issuance of stock as 2% dividend on Series A and B Preferred shares that
have requested to be redeemed. In addition, there was a decrease in the market value of common stock used to calculate the price
of shares issued as incentive for lending in the year ended 2016, despite an increase in the amount of borrowings in 2016 and the
interest associated with those borrowings.



Preferred
Stock Accretion and Dividends



Accretion of mandatorily redeemable convertible preferred stock
is comprised of accretion of discount and accrued but unpaid dividends on preferred stock as follows:



|                                                           |  | Year Ended May 31,
|---------------------------------------------------------- |  | ------------------
|                                                           |  | 2016              
|Accrued dividends – mandatorily redeemable preferred stock |  | $                 
|Accrued dividends – equity preferred stock                 |  |                   
|                                                           |  |                   
|                                                           |  | $                 



The Series B class of stock became treated
as a liability effective November 30, 2009 when the majority was exchanged for Series C equity stock. Therefore, for the year ended
May 31, 2016, dividends of $483,596 associated with the Series B outstanding after that date are deductions from net income and
not included in the table above. For the year ended May 31, 2015, dividends of $445,510 associated with the Series B outstanding
after November 30, 2009 are deductions from net income and not included in the table above. During the year ended May 31, 2012,
two holders

23





of Series A stock released all of their outstanding
bonds held with FSC. Therefore, these shares of Series A Preferred Shareholders are listed in the liability section of the consolidated
balance sheet and the dividends after February 29, 2012 associated with these shares are a deduction from net income in the amounts
of $65,374 and $62,649, for the years ended May 31, 2016 and 2015, and not included in the table above. Series C equity stock is
not mandatorily redeemable and does not accrete.



Off Balance Sheet Arrangements



The Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.



Future Direction of the Company



Management believes that the Company’s successful elimination
of the $3.5 million Bridge debt has been a substantial positive that will permit its insurance subsidiary to raise significant
capital and more fully execute its business plan within the next 12 months. Additional capital will permit FSC to apply for licensing
in additional states targeted for our coal reclamation surety program, plus file for approval with the U.S. Treasury to provide
bonds for projects on federal lands.



The substantial increase of funds placed in IBNR (a reserve for
potential claims) directly strengthened FSC, allowing it to execute larger and more strategic groups of bonds going forward. This
charge to income was taken in calendar 2015 and reflected in this fiscal year filing.





| | Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
| | -------- | ----------------------------------------------------------



As the Registrant qualifies as a small reporting
company as defined by §229.10(f)(1) of Regulation S-K, the Registrant is not required to provide the information required
by this item.



























24





Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The following financial statements are included herein in response
to Item 8:



|                                                                                                  |  | Page
|------------------------------------------------------------------------------------------------- |  | ----
|Table of Contents                                                                                 |  | F-1 
|                                                                                                  |  |     
|Report of Independent Registered Public Accounting Firm                                           |  | F-2 
|                                                                                                  |  |     
|Financial Statements                                                                              |  |     
|                                                                                                  |  |     
|Consolidated Balance Sheets                                                                       |  | F-3 
|Consolidated Statements of Operations                                                             |  | F-4 
|Consolidated Statements of Comprehensive Loss                                                     |  | F-5 
|Consolidated Statements of Cash Flows                                                             |  | F-6 
|Consolidated Statements of Series A Redeemable Preferred Stock and Stockholders’ Equity (Deficit) |  | F-7 
|Notes to Consolidated Financial Statements                                                        |  | F-9 
|                                                                                                  |  |     
|                                                                                                  |  |     



25









TABLE OF
CONTENTS





|                                                                                                  |  | Page
|------------------------------------------------------------------------------------------------- |  | ----
|Table of Contents                                                                                 |  | F-1 
|                                                                                                  |  |     
|Report of Independent Registered Public Accounting Firm                                           |  | F-2 
|                                                                                                  |  |     
|Financial Statements                                                                              |  |     
|                                                                                                  |  |     
|Consolidated Balance Sheets                                                                       |  | F-3 
|Consolidated Statements of Operations                                                             |  | F-4 
|Consolidated Statements of Comprehensive Loss                                                     |  | F-5 
|Consolidated Statements of Cash Flows                                                             |  | F-6 
|Consolidated Statements of Series A Redeemable Preferred Stock and Stockholders’ Equity (Deficit) |  | F-7 
|Notes to Consolidated Financial Statements                                                        |  | F-9 





F-1







EKS&H

8181 East Tufts Avenue, Suite 600

Denver, Colorado 80237-2521

P: 303-740-9400

F: 303-740-9009

www.EKSH.com

EKS&H LLLP





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Stockholders

Jacobs Financial Group,
Inc.

Charleston, West Virginia



We have audited the accompanying consolidated balance sheets
of Jacobs Financial Group, Inc. (the “Company”) as of May 31, 2016 and 2015 and the related
consolidated statements of operations, comprehensive income (loss), cash flows, and Series A redeemable preferred stock and
stockholders' deficit for each of the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our
audits.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of Jacobs Financial Group, Inc. as of May 31, 2016
and 2015, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting
principles generally accepted in the United States of America.



The accompanying financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in Note A to the financial statements, the
Company has insufficient liquidity and capitalization, and has suffered recurring operating losses. These
conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans regarding these matters are also described in Note A. The accompanying financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



/s/ EKS&H LLLP

EKS&H LLLP



June 30, 2017

Denver,
Colorado







F-2









|Jacobs Financial Group, Inc.                                                                                                                                                                                                                                                                                                                                       |  |              |             |             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ----------- | ------------
|Consolidated Balance Sheets                                                                                                                                                                                                                                                                                                                                        |  |             
|                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                   |  | May 31, 2016 |             | May 31, 2015
|ASSETS                                                                                                                                                                                                                                                                                                                                                             |  |             
|                                                                                                                                                                                                                                                                                                                                                                  
|Investments and Cash:                                                                                                                                                                                                                                                                                                                                              |  |             
|                                                                                                                                                                                                                                                                                                                                                                  
|Bonds and mortgaged-back securities available for sale, at fair value                                                                                                                                                                                                                                                                                              |  | $            | 7,230,261   |             
|(amortized cost - 5/31/16 $7,170,789; 5/31/15 $6,983,957)                                                                                                                                                                                                                                                                                                          |  |              |             |             
|Equity investments available for sale, at fair value, net                                                                                                                                                                                                                                                                                                          |  |              | 1,488,440   |             
|Mortgage-back securities held to maturity, at amortized costs                                                                                                                                                                                                                                                                                                      |  |              | —           |             
|(market value - 5/31/10 $0; 05/31/09 $5,157,936)                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|(cost - 5/31/16 $1,550,217; 5/31/15 $778,659)                                                                                                                                                                                                                                                                                                                      |  |              |             |             
|Short-term investments $197,752 total held before restrictions)                                                                                                                                                                                                                                                                                                    |  |              | —           |             
|Cash ($465,810 total held before restrictions)                                                                                                                                                                                                                                                                                                                     |  |              | 250,603     |             
|Restricted cash and short term investments (additional $1,655,293                                                                                                                                                                                                                                                                                                  |  |              |             |             
|restricted in bonds and equity cost)                                                                                                                                                                                                                                                                                                                               |  |              | 412,959     |             
|Total Investments and Cash                                                                                                                                                                                                                                                                                                                                         |  |              | 9,382,263   |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|Investment income due and accrued                                                                                                                                                                                                                                                                                                                                  |  |              | 63,545      |             
|Premiums and other accounts receivable, net of allowance for                                                                                                                                                                                                                                                                                                       |  |              |             |             
|doubtful accounts of $40,658                                                                                                                                                                                                                                                                                                                                       |  |              | 291,856     |             
|Contractual receivable/(liability) for collateral invested                                                                                                                                                                                                                                                                                                         |  |              | (431,814    | )           
|Prepaid reinsurance premium                                                                                                                                                                                                                                                                                                                                        |  |              | 232,647     |             
|Demand note receivable from related party                                                                                                                                                                                                                                                                                                                          |  |              | —           |             
|Funds deposited with Reinsurers                                                                                                                                                                                                                                                                                                                                    |  |              | —           |             
|Deferred policy acquisition costs                                                                                                                                                                                                                                                                                                                                  |  |              | 171,883     |             
|Furniture, automobile, and equipment, net of accumulated depreciation of $112,627 and $111,929, respectively                                                                                                                                                                                                                                                       |  |              | 1,233       |             
|Note receivable                                                                                                                                                                                                                                                                                                                                                    |  |              | 360,671     |             
|Related party note receivable                                                                                                                                                                                                                                                                                                                                      |  |              | 1,121,294   |             
|Due from relate party                                                                                                                                                                                                                                                                                                                                              |  |              | 515,488     |             
|Other assets                                                                                                                                                                                                                                                                                                                                                       |  |              | 14,617      |             
|Intangible assets                                                                                                                                                                                                                                                                                                                                                  |  |              | 150,000     |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|TOTAL ASSETS                                                                                                                                                                                                                                                                                                                                                       |  | $            | 11,873,683  |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                                                                                                                                                     |  |              |             |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|Reserve for losses and loss expenses, net                                                                                                                                                                                                                                                                                                                          |  | $            | 1,931,779   |             
|Reserve for unearned premiums                                                                                                                                                                                                                                                                                                                                      |  |              | 681,075     |             
|Advanced premium                                                                                                                                                                                                                                                                                                                                                   |  |              | 45,968      |             
|Accrued expenses and professional fees payable                                                                                                                                                                                                                                                                                                                     |  |              | 527,874     |             
|Accounts payable                                                                                                                                                                                                                                                                                                                                                   |  |              | 244,096     |             
|Ceded reinsurance payable                                                                                                                                                                                                                                                                                                                                          |  |              | 27,898      |             
|Due to related party                                                                                                                                                                                                                                                                                                                                               |  |              | 124,723     |             
|Term and demand notes payable to related party                                                                                                                                                                                                                                                                                                                     |  |              | 2,331,473   |             
|Demand notes payable to related party                                                                                                                                                                                                                                                                                                                              |  |              | —           |             
|Notes payable                                                                                                                                                                                                                                                                                                                                                      |  |              | 5,045,969   |             
|Accrued interest payable                                                                                                                                                                                                                                                                                                                                           |  |              | 561,307     |             
|Accrued interest payable to related party                                                                                                                                                                                                                                                                                                                          |  |              | 24,073      |             
|Deferred sale of FSC stock                                                                                                                                                                                                                                                                                                                                         |  |              | 1,500,000   |             
|Other liabilities                                                                                                                                                                                                                                                                                                                                                  |  |              | 92,588      |             
|Funds held in trust for customers                                                                                                                                                                                                                                                                                                                                  |  |              | 2,068,252   |             
|Mandatorily redeemable Series A Preferred Stock, $.0001 par value per share; 1 million shares authorized; 1,126 shares issued and outstanding at May 31, 2016 and May 31, 2015, respectively; stated liquidation value of $1,000 per share; aggregate liquidation value at May 31, 2016 and May 31, 2015, of $1,670,945 and $1,605,571, respectively.              |  |              | 1,670,945   |             
|Mandatorily redeemable Series B Preferred Stock, $.0001 par value per share; 3,136 shares authorized; 2,817 shares issued and outstanding at May 31, 2016 and May 31, 2015; stated liquidation value of $1,000 per share;  aggregate liquidation value at May 31, 2016 and May 31, 2015, of $6,331,152 and $5,847,557, respectively.                               |  |              | 6,331,152   |             
|Total Liabilities                                                                                                                                                                                                                                                                                                                                                  |  |              | 23,209,172  |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|Mandatorily redeemable convertible Series A Preferred Stock, $.0001 par value per share; 1 million shares authorized; 1,549 shares issued and outstanding at May 31, 2016 and May 31, 2015, respectively; stated liquidation value of $1,000 per share;  aggregate liquidation value at May 31, 2016 and May 31, 2015, of $2,159,602 and $2,075,110, respectively. |  |              | 2,159,602   |             
|Series B Preferred Stock, $.0001 par value per share; 3,136.405 shares authorized; 2,817.004 and 9,621.940 (pre exchange to Series C) shares issued and outstanding at August 31, 2010 and May 31, 2010; stated liquidation value of $1,000 per share                                                                                                              |  |              | —           |             
|Total Mandatorily Redeemable Convertible Preferred Stock                                                                                                                                                                                                                                                                                                           |  |              | 2,159,602   |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|Commitments and Contingencies (See Notes)                                                                                                                                                                                                                                                                                                                          |  |              |             |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|Stockholders' Equity (Deficit)                                                                                                                                                                                                                                                                                                                                     |  |              |             |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|Series C Preferred Stock, $.0001 par value per share; 10,000 shares authorized; 6,805  shares issued and outstanding at May 31, 2016 and May 31, 2015, respectively; includes $8,441,909 and $7,277,766 accrued Series C dividends, respectively;  aggregate liquidation value at May 31, 2016 and May 31, 2015, of $14,472,840 and $13,308,697, respectively.     |  |              | 14,472,840  |             
|Common stock, $.0001 par value per share; 490 million shares authorized; 385,092,203 and 368,758,154 shares issued and outstanding at May 31, 2016 and May 31, 2015, respectively                                                                                                                                                                                  |  |              | 37,991      |             
|Additional paid in capital                                                                                                                                                                                                                                                                                                                                         |  |              | 4,615,374   |             
|Accumulated deficit                                                                                                                                                                                                                                                                                                                                                |  |              | (33,159,411 | )           
|Accumulated other comprehensive income                                                                                                                                                                                                                                                                                                                             |  |              | (2,305      | )           
|Noncontrolling Interest                                                                                                                                                                                                                                                                                                                                            |  |              | 540,420     |             
|Total Stockholders' Equity (Deficit)                                                                                                                                                                                                                                                                                                                               |  |              | (13,495,091 | )           
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|                                                                                                                                                                                                                                                                                                                                                                   |  |              |             |             
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                                                                                                                                               |  | $            | 11,873,683  |             







F-3











|Jacobs Financial Group, Inc,                            |  |                    |             |     
|------------------------------------------------------- |  | ------------------ | ----------- | ----
|Consolidated Statements of Operations                   |  |                   
|                                                       
|                                                        |  |                    |             |     
|                                                        |  | Year Ended May 31,
|                                                       
|                                                        |  | 2016               |             | 2015
|                                                       
|Revenues:                                               |  |                   
|                                                       
|Investment advisory services                            |  | $                  | 109,194     |     
|Insurance premiums and commissions                      |  |                    | 1,123,898   |     
|Net investment income (losses)                          |  |                    | (215,382    | )   
|Net realized investment gains (losses)                  |  |                    | (79,060     | )   
|Other income                                            |  |                    | 316,267     |     
|Interest and dividend income                            |  |                    | 80,912      |     
|Total Revenues                                          |  |                    | 1,335,829   |     
|                                                        |  |                    |             |     
|                                                        |  |                    |             |     
|Operating Expenses:                                     |  |                    |             |     
|                                                        |  |                    |             |     
|Provision for policy losses                             |  |                    | 179,335     |     
|Insurance policy acquisition costs                      |  |                    | 284,127     |     
|General and administrative                              |  |                    | 1,442,606   |     
|Mutual fund costs                                       |  |                    | —           |     
|Depreciation                                            |  |                    | 1,251       |     
|Total Operating Expenses                                |  |                    | 1,907,319   |     
|                                                        |  |                    |             |     
|Income (Loss) from Operations                           |  |                    | (571,490    | )   
|                                                        |  |                    |             |     
|Gain on debt extinguishment                             |  |                    | 1,919,532   |     
|Accrued dividends of Series A Mandatorily Redeemable    |  |                    |             |     
|Preferred Stock                                         |  |                    | (65,374     | )   
|Accrued dividends and accretion of Series B Mandatorily |  |                    |             |     
|Redeemable Preferred Stock                              |  |                    | (483,596    | )   
|Interest expense                                        |  |                    | (915,098    | )   
|                                                        |  |                    |             |     
|Net Income (Loss)                                       |  |                    | (116,026    | )   
|                                                        |  |                    |             |     
|Less:                                                   |  |                    |             |     
|Accretion of Mandatorily Redeemable Convertible         |  |                    |             |     
|Preferred Stock, including accrued dividends            |  |                    | (84,492     | )   
|Accrued dividends on Series C Preferred Stock equity    |  |                    | (1,164,143  | )   
|                                                        |  |                    |             |     
|Plus:                                                   |  |                    |             |     
|Net (loss) Attributable to Noncontrolling Interest      |  |                    | 92,131      |     
|                                                        |  |                    |             |     
|Net Income (Loss) Attributable to JFGI Stockholders     |  | $                  | (1,272,530  | )   
|                                                        |  |                    |             |     
|                                                        |  |                    |             |     
|Basic and Dilutive Net Income (Loss) Per Share:         |  |                    |             |     
|                                                        |  |                    |             |     
|Net Income (Loss) Per Share                             |  | $                  | —           |     
|                                                        |  |                    |             |     
|                                                        |  |                    |             |     
|Weighted-Average Shares Outstanding                     |  |                    | 381,912,411 |     





F-4











|Jacobs Financial Group, Inc,                                                                                   |  |                    |            |     
|-------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | ----
|Consolidated Statements of Comprehensive Income (Loss)                                                         |  |                   
|                                                                                                               |  | Year Ended May 31,
|                                                                                                              
|                                                                                                               |  | 2016               |            | 2015
|                                                                                                              
|                                                                                                               |  |                    |            |     
|                                                                                                               |  |                    |            |     
|Net Income (loss)                                                                                              |  | $                  | (116,026   | )   
|                                                                                                               |  |                    |            |     
|Accretion of Mandatorily Redeemable Convertible                                                                |  |                    |            |     
|Preferred Stock, including accrued dividends                                                                   |  |                    | (84,492    | )   
|Accrued dividends on Series C Preferred Stock equity                                                           |  |                    | (1,164,143 | )   
|                                                                                                               |  |                    |            |     
|                                                                                                               |  |                    | (1,248,635 | )   
|                                                                                                               |  |                    |            |     
|Net (loss) attributable to common stockholders                                                                 |  | $                  | (1,364,661 | )   
|                                                                                                               |  |                    |            |     
|Other comprehensive income (loss):                                                                             |  |                    |            |     
|                                                                                                               |  |                    |            |     
|Reclassification of investments from Held to Maturity to Avaialble for Sale                                    |  |                    | —          |     
|                                                                                                               |  |                    |            |     
|Unrealized gain (loss) of available-for-sale investments arising during period                                 |  |                    | (28,359    | )   
|                                                                                                               |  |                    |            |     
|Reclassification adjustment for realized loss included in net loss                                             |  |                    | 4,641      |     
|                                                                                                               |  |                    |            |     
|Unrealized loss attributable to available-for-sale investments recognized in other comprehensive income (loss) |  |                    | (23,718    | )   
|                                                                                                               |  |                    |            |     
|                                                                                                               |  |                    |            |     
|Comprehensive (Loss)                                                                                           |  |                    | (1,388,379 | )   
|                                                                                                               |  |                    |            |     
|Comprehensive (Loss) Attributable to Noncontrolling Interest                                                   |  | $                  | (94,503    | )   
|                                                                                                               |  |                    |            |     
|Comprehensive (Loss) Attributable to JFGI                                                                      |  | $                  | (1,293,876 | )   





F-5









|Jacobs Financial Group, Inc,                                |  |                    |            |     
|----------------------------------------------------------- |  | ------------------ | ---------- | ----
|Consolidated Statements of Cash Flows                       |  |                   
|                                                            |  | Year Ended May 31,
|                                                           
|                                                            |  | 2016               |            | 2015
|                                                           
|CASH FLOWS FROM OPERATING ACTIVITIES                        |  |                   
|                                                           
|Net Loss                                                    |  | $                  | (116,026   | )   
|                                                            |  |                    |            |     
|Adjustments to reconcile net loss to                        |  |                    |            |     
|net cash provided by operating activities:                  |  |                    |            |     
|                                                            |  |                    |            |     
|(Increase) decrease in short-term investments               |  |                    | 1,414,868  |     
|Unearned premium                                            |  |                    | (106,606   | )   
|Stock option expense                                        |  |                    | —          |     
|Stock issued in connection with financing arrangements      |  |                    | 12,987     |     
|Stock issued in connection with dividend arrangements       |  |                    | 37,184     |     
|Accrual of Series A preferred stock dividends               |  |                    | 65,374     |     
|Accrual of Series B preferred stock dividends and accretion |  |                    | 483,596    |     
|Stock issued in connection with services rendered           |  |                    | —          |     
|Provision for loss reserves                                 |  |                    | (322,256   | )   
|Amortization of premium                                     |  |                    | 96,216     |     
|Depreciation                                                |  |                    | 1,251      |     
|Accretion of discount                                       |  |                    | —          |     
|Realized (gain) loss on sale of securities                  |  |                    | 79,061     |     
|Gain on extinguishment of debt                              |  |                    | (1,919,532 | )   
|Loss on disposal of equipment                               |  |                    | —          |     
|Change in operating assets and liabilities:                 |  |                    |            |     
|Other assets                                                |  |                    | (67        | )   
|Premium and other receivables                               |  |                    | 566,273    |     
|Investment income due and accrued                           |  |                    | (11,353    | )   
|Deferred policy acquisition costs                           |  |                    | (16,906    | )   
|Related party accounts payable                              |  |                    | (47,886    | )   
|Accounts payable                                            |  |                    | 65,844     |     
|Accrued expenses and other liabilities                      |  |                    | (246,738   | )   
|                                                            |  |                    |            |     
|Net cash flows from operating activities                    |  |                    | 35,284     |     
|                                                            |  |                    |            |     
|CASH FLOWS FROM INVESTING ACTIVITIES                        |  |                    |            |     
|                                                            |  |                    |            |     
|Short-term loan                                             |  |                    | —          |     
|Costs of bonds acquired                                     |  |                    | (1,775,947 | )   
|Costs of mortgaged-backed securities acquired               |  |                    | —          |     
|Purchase of equity securities                               |  |                    | (1,899,637 | )   
|Purchase of securities available for sale                   |  |                    | —          |     
|Redemption of bonds upon call or maturity                   |  |                    | —          |     
|Proceeds from sale of securities available for sale         |  |                    | 1,910,797  |     
|Repayment of mortgage-backed securities                     |  |                    | 631,121    |     
|(Purchase)/Collection - accrued interest                    |  |                    | 3,980      |     
|Purchase of furniture and equipment                         |  |                    | (548       | )   
|                                                            |  |                    |            |     
|Net cash flows used in investing activities                 |  |                    | (1,130,234 | )   
|                                                            |  |                    |            |     
|CASH FLOWS FROM FINANCING ACTIVITIES                        |  |                    |            |     
|                                                            |  |                    |            |     
|Proceeds from related party debt                            |  |                    | 1,957,658  |     
|Repayment of related party debt                             |  |                    | (971,207   | )   
|Proceeds from borrowings                                    |  |                    | 1,171,192  |     
|Repayment of borrowings                                     |  |                    | (2,319,269 | )   
|Proceeds from issuance of Series B preferred stock          |  |                    | —          |     
|Redemption of Series B preferred stock                      |  |                    | —          |     
|Proceeds from issuance of common stock                      |  |                    | —          |     
|Payment of lendings                                         |  |                    | (500,000   | )   
|Payment of related party lendings                           |  |                    | (1,250,000 | )   
|Proceeds from repayment of lendings                         |  |                    | 139,329    |     
|Proceeds from repayment of related party lendings           |  |                    | 128,706    |     
|Proceeds from sale of subsidiary stock                      |  |                    | 1,000,000  |     
|Proceeds from deferred sale of subsidiary stock             |  |                    | 1,500,000  |     
|Proceeds from exercise of common stock warrants             |  |                    | —          |     
|                                                            |  |                    |            |     
|Net cash flows from (used in) financing activities          |  |                    | 856,409    |     
|                                                            |  |                    |            |     
|NET INCREASE (DECREASE) IN CASH                             |  |                    | (238,541   | )   
|                                                            |  |                    |            |     
|CASH AT BEGINNING OF PERIOD                                 |  | $                  | 704,351    |     
|                                                            |  |                    |            |     
|CASH AT END OF PERIOD                                       |  | $                  | 465,810    |     
|                                                            |  |                    |            |     
|SUPPLEMENTAL DISCLOSURES                                    |  |                    |            |     
|                                                            |  |                    |            |     
|Interest paid                                               |  | $                  | 918,048    |     
|Income taxes paid                                           |  |                    | —          |     
|                                                            |  |                    |            |     
|Non-cash investing and financing transaction:               |  |                    |            |     
|Additional consideration paid for issuance of debt          |  | $                  | 12,987     |     





F-6









|Jacobs Financial Group, Inc.                                                                     |                                |                        |              |                    |           |         |             |             |         |              
|------------------------------------------------------------------------------------------------ | ------------------------------ | ---------------------- | ------------ | ------------------ | --------- | ------- | ----------- | ----------- | ------- | -------------
|Consolidated Statement of Series A Redeemable Preferred Stock and Stockholders' Equity (Deficit) |                               
|For the Year Ended May 31, 2016                                                                 
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|                                                                                                 | Stockholders' Equity (Deficit)
|                                                                                                 |                                | Series A               |              |                    |           |         |             |             |         |              
|                                                                                                 |                                | Mandatorily Redeemable | Common Stock | Series C Preferred |           |         | Accumulated |             |         | Total        
|                                                                                                 |                                |                        |              | Additional         |           |         |             |             | Other   |              
|                                                                                                 |                                | Preferred Stock        |              |                    | Paid-In   |         | Amount      | Accumulated |         | Comprehensive
|                                                                                                 |                                | Shares                 | Amount       | Shares             | Amount    | Capital | Shares      | and APIC    | Deficit |              
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|Balance, May 31, 2015                                                                            |                                | 1,549                  |              | $                  | 2,075,110 |         |             | 363,574,218 |         | $            
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|Issuance of common stock as compensation for services                                            |                                | —                      |              |                    | —         |         |             | —           |         |              
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|Issuance of common stock as additional consideration in financing arrangements                   |                                | —                      |              |                    | —         |         |             | 16,334,049  |         |              
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|Accrued dividends of Series A mandatorily redeemable convertible preferred stock                 |                                | —                      |              |                    | 84,491    |         |             | —           |         |              
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|Accrued dividends of Series C equity preferred stock                                             |                                | —                      |              |                    | —         |         |             | —           |         |              
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|Sale of noncontrolling interest of subsidiary                                                    |                                | —                      |              |                    | —         |         |             | —           |         |              
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|Unrealized (loss) on available for sale securities                                               |                                | —                      |              |                    | —         |         |             | —           |         |              
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|Net (loss), year ended May 31, 2016                                                              |                                | —                      |              |                    | —         |         |             | —           |         |              
|                                                                                                 |                                |                        |              |                    |           |         |             |             |         |              
|Balance, May 31, 2016                                                                            |                                | 1,549                  |              | $                  | 2,159,602 |         |             | 379,908,267 |         | $            





F-7











|Jacobs Financial Group,
    Inc.                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|-------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ----- | ---------------- |  | ---------------------- | --------- | ---------- |  | ----------- | ----------- | ------ |  | ------------ | ------ | ------------- |  | ----------------- | --------- | -----
|Consolidated
    Statement of Series A Redeemable Preferred Stock and Stockholders' Equity (Deficit)     |  |                                   
|For the Year Ended
    May 31, 2015                                                                      |  |                                   
|                                                                                                        
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |              
|                                                                                                         |  | Stockholders'
    Equity (Deficit)
|                                                                                                         |  | Series
    A                       |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                  
|                                                                                                         |  | Mandatorily
    Redeemable         |       | Common
    Stock |  | Series
    C Preferred |           |            |  | Accumulated |             |       
|                                                                                                         |  |                                    |       |                  |  |                        |           | Additional |  |             |             |        |  |              |        | Other         |  |                  
|                                                                                                         |  | Preferred
    Stock                |       |                  |  |                        |           | Paid-In    |  |             |             | Amount |  | Accumulated  |        | Comprehensive |  |                  
|                                                                                                         |  | Shares                             |       | Amount           |  | Shares                 |           | Amount     |  | Capital     |             | Shares |  | and
    APIC |        | Deficit       |  | Income
    (Loss) |           | Total
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Balance,
    May 31, 2014                                                                                |  |                                    | 1,549 |                  |  | $                      | 1,994,140 |            |  |             | 352,741,649 |        |  | $            | 35,274 |               |  | $                 | 4,171,296 |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Issuance
    of common stock as compensation for services                                                |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Issuance
    of common stock as additional consideration in financing arrangements                       |  |                                    | —     |                  |  |                        | —         |            |  |             | 10,832,569  |        |  |              | 1,083  |               |  |                   | (1,711    | )    
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Exercise
    of warrants                                                                                 |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Accretion
    of Series A mandatorily redeemable convertible preferred stock                             |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Accrued
    dividends of Series A mandatorily redeemable convertible preferred stock                     |  |                                    | —     |                  |  |                        | 80,970    |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Accrued
    dividends of Series C equity preferred stock                                                 |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Exchange
    of Series C Preferred Stock for Series B Mandatorily Redeemable Convertible Preferred Stock |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|Reclassification
    of Series A from temporary equity to liabilities                                    |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|Accrual
    of common shares to be issued in connection with financing arrangements                      |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | 29,802    |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Common
    stock option expense                                                                          |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Unrealized  (loss)
    on available for sale securities                                                  |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Net
    (loss), year ended May 31, 2014                                                                  |  |                                    | —     |                  |  |                        | —         |            |  |             | —           |        |  |              | —      |               |  |                   | —         |      
|                                                                                                         |  |                                    |       |                  |  |                        |           |            |  |             |             |        |  |              |        |               |  |                   |           |      
|Balance,
    May 31, 2015                                                                                |  |                                    | 1,549 |                  |  | $                      | 2,075,110 |            |  |             | 363,574,218 |        |  | $            | 36,357 |               |  | $                 | 4,199,387 |      







F-8


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements






Note
A – Organization and Business



Organization
and Nature of Business



Jacobs
Financial Group, Inc. (the “Company” or “JFG”), formerly NELX, Inc., was incorporated in Kansas on March
25, 1983. In 2001, the Company acquired all the outstanding stock of two corporations located in Charleston, West Virginia: Jacobs
& Company (“Jacobs”) and FS Investments, Inc. (“FSI”). Jacobs is a registered investment advisory firm
that derives its revenue from asset-based investment advisory fees. FSI, through its wholly-owned subsidiary Triangle Surety Agency,
Inc. (“Triangle”), is engaged in the business of placing surety bonds with insurance companies for clients engaged
in regulated industries, such as the extraction of coal, oil and gas. FSI receives commission income from the placement of these
bonds and is licensed in five states primarily in the eastern United States. On December 30, 2005, the Company acquired all of
the outstanding stock of West Virginia Fire & Casualty Company (“WVFCC”), an insurance company licensed to engage
in business in West Virginia, Ohio and Indiana. The acquisition of WVFCC consisted of the purchase of marketable investments and
insurance licenses and did not include any existing policies or customer base as the insurance lines of business offered by WVFCC
were not insurance lines that the Company intended to pursue. Following the acquisition, the name of WVFCC was changed to First
Surety Corporation (“FSC”). FSC receives insurance premium income in connection with the issuance of surety bonds.
The Company and its subsidiaries are subject to the business risks inherent in the financial services industry.



Liquidity
and Going Concern



These consolidated financial statements
are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business over a reasonable length of time. Presently, the Company has insufficient liquidity
and capitalization, is in default with respect to certain loan and preferred stock agreements, and has suffered recurring losses
from operations. Losses are expected to continue until the Company develops a more substantial book of business. While improvement
is anticipated as the Company’s business plan is implemented, other conditions, such as restrictions on the use of FSC’s
assets (See Note C), and the Company’s significant deficiency in working capital and stockholders’ equity raise substantial
doubt about the Company’s ability to continue as a going concern.



Management intends to improve cash
flow through the implementation of its business plan. Additionally, management continues to seek to raise additional funds for
operations through private placements of stock, other long-term or permanent financing, or short-term borrowings. However, the
Company cannot be certain that it will be able to continue to obtain adequate funding in order to reasonably predict whether it
will be able to continue as a going concern. The accompanying financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

1998

F-9


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


Principles
of Consolidation



The
consolidated financial statements include the accounts of Jacobs Financial Group, Inc. and its majority owned subsidiaries, after
the elimination of intercompany transactions.



Non-Controlling
Interest



First
Surety Corporation, a subsidiary of the Jacobs Financial Group, Inc. has a non-controlling ownership interest.The Company’s
board of directors has authorized the sale of up to nine Units (5% per Unit), which, if completed, would include forty-five percent
(45%) of the outstanding stock of FSC.



Cash
and Short Term Investments



The Company considers all highly
liquid instruments purchased with an original maturity of three months or less to be cash equivalents.  The Company continually
monitors its positions with, and the credit quality of, the financial institutions with which it invests. Included
in cash and cash equivalents are restricted amounts held in trust for customers in the form of collateral for the bonding program
of FSC.



Use
of Estimates



Preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities. Significant areas requiring the use of management estimates are loss reserves, stock options, valuation of investments,
and the valuation of deferred tax assets. Actual results inevitably will differ from those estimates, and such differences may
be material to the financial statements.



Revenue Recognition



Fees for investment advisory services
are based on an agreed percentage of the value of client assets under management and are accrued monthly based on the market value
of client assets.



The Company accounts for its surety
bond issuances as short duration contracts. Surety premiums are recorded as receivables when due and are earned pro rata over the
term of the policies of generally one year, subject to annual renewal. The reserve for unearned premiums represents the portion
of premiums written relating to the unexpired terms of coverage. The reserve for unearned premium is determined using the monthly
pro rata method. Advance premiums represent renewal premiums paid in advance of the effective renewal date.



F-10


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


Agency commissions for surety bond
services are based on a percentage of premiums charged for bonds placed with insurance companies, and are recorded upon issuance
or effective renewal date of the bonds. No significant continuing services subsequent to the issuance or renewal of surety bonds
are required.



Policy acquisition costs include
costs that vary with and are primarily related to the acquisition of new business. Such costs generally include commissions, underwriting
expenses, and premium taxes and are deferred and amortized over the period in which the related premiums are earned. The deferred
policy acquisition cost assets are reviewed for recoverability based on the profitability of the underlying surety policy. Investment
income is not anticipated in the recoverability of deferred policy acquisition costs.





Investments



Debt securities are designated at
purchase as held-to-maturity, trading or available for sale. Held-to-maturity debt securities are carried at amortized cost where
the Company has the ability and intent to hold these securities until maturity. Premiums and discounts arising from the purchase
of debt securities are treated as yield adjustments over the estimated lives or call date, if applicable.



Debt and equity securities that are
bought and held principally for sale in the near future are classified as trading securities and are carried at fair value, with
changes in fair value being recorded in current operations.



Debt and equity securities that the
Company may not have a positive intent to hold until maturity and not classified as trading, are considered to be available for
sale and carried at fair value.



Management has determined it may
dispose of securities prior to their scheduled maturity due to changes in interest rates, prepayments, tax and credit considerations,
liquidity or regulatory capital requirements, or other similar factors. As a result, the Company classifies all of its fixed income
securities (bonds) and equity securities as available-for-sale. These securities are reported at fair value, with unrealized gains
and losses, net of deferred income taxes, reported in stockholders’ equity as a separate component of accumulated other comprehensive
income.



An investment is considered impaired
when its fair value is less than its cost or amortized cost, as applicable. When an investment is impaired, a determination is
made as to whether the impairment is other than temporary (“OTTI”).



Factors considered in identifying
OTTI include: 1) for debt securities, whether the Company intends to sell the investment or whether it is more likely than not
that the Company will be required to sell the security prior to the anticipated recovery in value; 2) the likelihood of the recoverability
of principal and interest for debt securities (i.e., whether there is a credit loss) or cost for equity securities; 3) the length
of time and extent to which

F-11


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


the fair value has been less than
amortized cost for debt securities or carrying value for equity securities; and 4) the financial condition, near-term and long-term
prospects for the issuer, including the relevant industry conditions and trends, and implications of rating agency actions and
offering prices.



Short-term investments consist primarily
of debt securities having maturities of one year or less at date of purchase, money-market investment funds and other similar investments
that have immediate availability.



Interest income with respect to fixed
maturity securities is accrued as earned. Dividend income is generally recognized when receivable.



Realized gains and losses are determined
by specific identification of the security sold.



Derivatives



The Company uses derivatives in the
form of covered call options sold to generate additional income and provide limited downside protection in the event of a market
correction.



These transactions expose the Company
to potential market risk for which the Company receives a premium up front and the Company realizes the option premium received
as income. The market risk relates to the requirement to deliver the underlying security to the purchaser of the call within a
definite time at an agreed market price regardless of the then current market price of the security. As a result the Company takes
the risk that it may be required to sell the security at the strike price, which could be a price less than the then market price.
Should the security decline in market price over the holding period of the call option, the Company can lessen or mitigate the
risk of loss with a closing transaction for the covered call and sale of the underlying security.



The Company invests in large capitalized
US securities traded on major US exchanges and writes standardized covered calls only against these positions (covered calls),
which are openly traded on major US exchanges. The use of such underlying securities and standardized calls lessens the credit
risk to the furthest extent possible.



The Company is not exposed to significant
cash requirements through the use of covered calls in that it sells a call for a premium and may use these proceeds to enter a
closing transaction for the call at a later date.



Allowance for uncollectible premium and other receivables



The majority of the Company’s
fee revenue is generated by services provided to companies and individuals throughout the Eastern United States. Management evaluates
the need for a reserve for the amount of these receivables that may be uncollectible, based on historical collection activity adjusted
for current conditions. Premium and other receivables are charged-off when deemed uncollectible. Based on this evaluation, management
believes

F-12


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


that most accounts receivable are
collectible, and has established an allowance for estimated uncollectible accounts.



Impairment



The Company evaluates long-lived
assets for impairment annually, or whenever events or changes in circumstances indicate that the assets may not be recoverable.
The impairment is measured by discounting estimated future cash flows expected to be generated, and comparing this amount to the
carrying value of the asset. Cash flows are calculated utilizing forecasts and projections and estimated lives of the assets being
analyzed. Should actual results differ from those forecasted and projected, The Company may be subject to future impairment charges
related to these long-lived assets.



Furniture
and Equipment



Furniture and equipment is recorded
at cost. Maintenance and repairs are charged to operations when incurred. When property and equipment are sold or disposed of,
the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The
cost of property and equipment is depreciated over the estimated useful lives of the related assets, ranging from three to seven
years, using the straight-line and double-declining balance methods, which approximates estimated economic depreciation.



Reserve for Losses and Loss Expenses

Losses and loss adjustment expenses
represent management’s best estimate of the ultimate net cost of all reported and unreported losses incurred. Reserves for
unpaid losses and loss adjustment expenses are estimated using industry averages, however, will include individual case-basis valuations
in the event if claims are received. These estimates and methods of establishing reserves are continually reviewed and updated.



Stock-based Compensation



The fair value of stock options is
estimated at the grant date using the Black Scholes Option Pricing Model. This model requires the input of a number of assumptions,
including expected volatility and dividend yields, expected stock price, risk-free interest rates, and an expected life of the
options. Although the assumptions used reflect management’s best estimate, they involve inherent uncertainties based on market
conditions generally outside the control of the Company.



Income Taxes



The Company currently has net operating
loss (“NOL”) carry-forwards that can be utilized to offset future income for federal and state tax purposes. These
NOLs represent a significant deferred tax asset. However, the Company has recorded a valuation allowance against this deferred
tax asset as it has determined that it is more likely than not that it will

F-13


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


not be able to fully utilize the
NOLs. 	Should assumptions regarding the utilization of these NOLs change, the Company may reduce some or all of this valuation
allowance, which would result in the recording of a deferred income tax benefit.



The Company follows a more-likely-than-not
measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a
tax return. If taxing authorities were to disallow any tax positions taken by the Company, the additional income taxes, if any,
would be imposed on the Company.



Interest and penalties associated
with tax positions are recorded in the period assessed as general and administrative expenses. However, no interest or penalties
have been assessed as of May 31, 2016 or 2015. The Company's tax returns subject to examination by tax authorities include May
31, 2011 through the current period for state and federal tax reporting purposes.



Earnings (Loss)
Per Share



Basic
earnings (loss) per share of common stock are computed using the weighted average number of shares outstanding during each period.
Diluted earnings per share are computed on the basis of the average number of common shares outstanding plus the dilutive effect
of convertible debt, stock options and warrants. In periods of net loss, there are no diluted earnings per share since the result
would be anti-dilutive.



Note
B – Newly Adopted and Recent Accounting Pronouncements



In May 2014, the FASB issued Accounting
Standards Update 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. The guidance in this Update affects any entity
that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial
assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The
standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in
an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.
In doing so, companies will need to use more judgment and make more estimates than under current guidance. This may include identifying
performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and
allocating the transaction price to each separate performance obligation. The amendments in this Update are effective for annual
reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is
not permitted. Companies have the option of using either a full or modified retrospective approach in applying this standard. The
Company is in the process of assessing the impact of ASU 2014-09 on its consolidated financial statements.



In August 2014, the FASB issued Accounting
Standards Update No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40) (ASU 2014-15). ASU 2014-15
is intended to define management's responsibility to evaluate whether there is substantial

F-14


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


doubt about an organization's ability
to continue as a going concern and to provide related footnote disclosures. This guidance is effective for us for the annual period
ending May 31, 2017 and interim and annual periods thereafter. We do not expect the adoption of this standard to have a material
impact on our consolidated financial position, results of operations and cash flows.



In April 2015, the FASB issued ASU
2015-03, “Interest - Imputation of Interest”, which require debt issuance costs to be presented in the balance sheet
as a direct deduction from the associated debt liability. The new rules were effective for the Company in the first quarter of
2016. In August 2015, the FASB issued ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30) - Presentation and
Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”. The guidance clarifies accounting
for debt issuance costs related to line-of-credit arrangements. The standard states that the FASB deems deferring debt issuance
costs related to line-of-credit arrangements as an asset and amortizing over the term of the agreement to be appropriate. The adoption
of these accounting rules did not have a material impact on the Company’s financial condition, results of operations or cash
flows.



In February 2015, the FASB issued
ASU 2015-02, “Consolidation (Topic 810)”, an update to their existing consolidation model, which changes the analysis
a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The new rules will
be effective for the Company in the first quarter of 2016. The adoption of the new accounting rules will not have a material impact
on the Company’s financial condition, results of operations or cash flows.



In May 2015, the FASB issued ASU
2015-07, “Fair Value Measurement (Topic 820)”, which removes the requirement to categorize within the fair value hierarchy
all investments for which fair value is measured using the net asset value per share practical expedient, and requires separate
disclosure of those investments instead. These disclosures were effective for the Company in the first quarter of 2016. The adoption
of the new accounting rules did not have an impact on the Company’s financial condition, results of operations or cash flows.



In September 2015, the FASB issued
ASU 2015-16, “Business Combinations (Topic 805)”, which simplify the accounting for measurement period adjustments
by eliminating the requirements to restate prior period financial statements for these adjustments. The new guidance requires that
the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting
period in which the adjustment is identified. The new standard, which should be applied prospectively to measurement period adjustments
that occur after the effective date, was effective for the Company in the first quarter of 2016. The adoption of the new accounting
rules did not have a material impact on the Company’s financial condition, results of operations or cash flows.



On October 2016, the FASB issued
ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”, that
affects reporting

F-15


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


entities that are required to evaluate
whether they should consolidate a Variable Interest Entity (VIE) in certain situations involving entities under common control.
The amendments in this Update will be effective for the Company in the first quarter of 2017. The adoption of the new accounting
rules will not have a material impact on the Company’s financial condition, results of operations or cash flows.



In November 2015, the FASB issued
an ASU 2015-17, “Income Taxes (Topic 740)”, an update to simplify income tax accounting. The update requires that all
deferred tax assets and liabilities be classified as noncurrent on the balance sheet instead of separating deferred taxes into
current and noncurrent amounts.

This update is effective for the
Company first quarter 2017 and is not expected to have a material impact on the Company’s financial condition, results of
operations or cash flows.



In March 2016, the FASB issued ASU
No. 2016-07, “Investments - Equity Method and Joint Ventures (Topic 323)”, that eliminates the requirement that when
an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of
influence, an adjustment must be made to the investment, results of operations and retained earnings retroactively on a step-by-step
basis as if the equity method had been in effect during all previous periods that the investment had been held. The new standard
will be effective for the Company on January 1, 2017. The adoption of the new accounting rule is not expected to have a material
impact on the Company’s financial condition, results of operations or cash flows.



In March 2016, the FASB issued
ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting”, which simplifies several aspects of the accounting
for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities,
and classification on the statement of cash flows. The new rules are effective for the Company in the first quarter of 2017. The
Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition,
results of operations or cash flows.

In January 2016, the FASB issued
ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10)”, which updated the accounting guidance related to the
recognition and measurement of financial assets and financial liabilities. The updated accounting guidance, among other things,
requires that all nonconsolidated equity investments, except those accounted for under the equity method, be measured at fair value
and that the changes in fair value be recognized in net income. The updated guidance will be effective for the Company as of January 1,
2018. The updated accounting guidance requires, with certain exceptions, a cumulative effect adjustment to beginning retained earnings
when the guidance is adopted. The Company is currently in the process of evaluating the impact of adoption of the new rules on
the Company’s financial condition, results of operations and cash flows.



In August 2016, the FASB issued ASU
2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. The guidance
is intended to reduce the diversity in practice as to how certain cash receipts and cash payments are

F-16


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


presented and classified in the statement
of cash flows by providing guidance for several specific cash flow issues. In addition, in November 2016, the FASB issued ASU 2016-18,
“Statement of Cash Flows (Topic 230): Restricted Cash”. The amendment requires that amounts generally described as
restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period
and end-of-period total amounts shown on the statement of cash flows. The new rules will be effective for the Company in the first
quarter of 2018. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s
cash flows.



Management has assessed the potential
impact of recently issued, but not yet effective, accounting standards and determined that the provisions are either not applicable
to the Company, or are not anticipated to have a material impact on the consolidated financial statements.



Note C – Investments

The Company held the following investments,
by 	security type, that were classified as available-for-sale and carried at fair value at May 31, 2016:



|                               |  | Amortized Cost |           | Gross Unrealized Gains |  | Gross Unrealized Losses |         | Fair Value
|------------------------------ |  | -------------- | --------- | ---------------------- |  | ----------------------- | ------- | ----------
|State and municipal securities |  | $              | 4,013,256 |                        |  | $                       | 64,789  |           
|Equity securities              |  |                | 1,628,713 |                        |  |                         | 91,339  |           
|Derivatives                    |  |                | (78,497   | )                      |  |                         | (7,329  | )         
|Mortgage Backed Securities     |  |                | 3,157,534 |                        |  |                         | 67,689  |           
|                               |  | $              | 8,721,006 |                        |  | $                       | 216,488 |           







The Company held the following investments,
by 	security type, that have been 	classified as available-for-sale and carried at fair value at May 31, 2015:



|                               |  | Amortized   Cost |           | Gross Unrealized Gains |  | Gross Unrealized Losses |         | Fair Value
|------------------------------ |  | ---------------- | --------- | ---------------------- |  | ----------------------- | ------- | ----------
|State and municipal securities |  | $                | 3,128,282 |                        |  | $                       | 3,234   |           
|Equity securities              |  |                  | 795,971   |                        |  |                         | 18,193  |           
|Derivatives                    |  |                  | (17,312   | )                      |  |                         | (1,146  | )         
|Mortgage Backed Securities     |  |                  | 3,855,674 |                        |  |                         | 91,454  |           
|                               |  | $                | 7,762,615 |                        |  | $                       | 111,735 |           



F-17


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


There are no securities classified
as held to maturity at May 31, 2016 or May 31, 2015.



Invested assets are exposed to various
risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain of these invested
assets and the level of uncertainty related to changes in the value of these assets, it is possible that changes in risks in the
near term may significantly affect the amounts reported in the Consolidated Balance Sheets and Statements of Operations.



Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The Company uses the following fair value hierarchy in selecting inputs, with the highest priority given to Level 1, as these
are the most transparent or reliable:



| | o | Level 1 – Quoted prices for identical instruments in active markets.
| | - | --------------------------------------------------------------------

| | o | Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical
or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable
in active markets.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Level 3 – Valuations derived from valuation techniques in which one or more significant
inputs are unobservable.
| | - | ----------------------------------------------------------------------------------------------------------------



Fair values are provided by the Company’s
independent investment custodians that utilize third-party quotation services for the valuation of the fixed-income investment
securities and money-market funds held. The Company’s investment custodians are large money-center banks. The Company’s
equity investment is valued using quoted market prices.



The following section describes the
valuation methodologies used to measure different financial instruments at fair value, including an indication of the level in
the fair value hierarchy in which the instrument is generally classified.



Fixed Income Securities

Securities valued using Level 1 inputs
include highly liquid government bonds for which quoted market prices are available. Securities using Level 2 inputs are valued
using pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models
utilizing observable inputs. Most fixed income securities are valued using Level 2 inputs. Level 2 includes corporate bonds, municipal
bonds, asset-backed securities and mortgage pass-through securities.



Equity Securities

Level 1 includes publicly traded
securities valued using quoted market prices.



Short-Term Investments

The valuation of securities that
are actively traded or have quoted prices are classified as Level 1. These securities include money market funds and U.S. Treasury
bills. Level 2 includes commercial paper, for which all significant inputs are observable.



F-18


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


Assets
measured at fair value on a recurring basis are summarized below:



|                                                       |  | May 31, 2016
|------------------------------------------------------ |  | ------------
|                                                       |  |             
|                                                       |  |             
|Assets:                                                |  |             
|Fixed income securities at fair value                  |  | $           
|Equity securities at fair value (includes derivatives) |  |             
|Short-term investments at fair value                   |  |             
|Total Assets                                           |  | $           





|                                                       |  | May 31, 2015
|------------------------------------------------------ |  | ------------
|                                                       |  |             
|                                                       |  |             
|Assets:                                                |  |             
|Fixed income securities at fair value                  |  | $           
|Equity securities at fair value (includes derivatives) |  |             
|Short-term investments at fair value                   |  |             
|Total Assets                                           |  | $           







The Company had no assets or liabilities
measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at either May 31, 2016 or at May 31,
2015.



At May 31, 2016, the Company’s
insurance subsidiary had securities and short-term investment with a fair value of $1,171,307 on deposit with the State insurance
department to satisfy regulatory requirements. In connection with regulatory approval of the Company’s acquisition of its
insurance subsidiary, certain restrictions were imposed on the ability of the Company to withdraw funds from FSC without prior
approval of the state Insurance Commissioner. Accordingly, investments and cash in the amount of $9,386,503 and $10,100,908 as
of May 31, 2016 and 2015, respectively, are restricted to the use of FSC.



At May 31, 2016, the Company’s
insurance subsidiary had cash, securities and short term investments held as collateral for their bonding program in the amount
of $2,068,252.



Principal repayments on U.S. government agency mortgage-backed
securities held by the Company as of December 31, 2016 are estimated as follows:



F-19


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements




|                                       |  | Amortized   Cost |           | Fair Market Value
|-------------------------------------- |  | ---------------- | --------- | -----------------
|Due in one year or less                |  | $                | 725,940   |                  
|Due after one year through five years  |  |                  | 1,076,573 |                  
|Due after five years through ten years |  |                  | 958,413   |                  
|Due after ten years                    |  |                  | 396,608   |                  
|                                       |  | $                | 3,157,534 |                  



Estimated repayments are forecast
based on varying prepayment speeds for each particular security held assuming that interest rates remain constant. Expected repayments
will differ from actual repayments because borrowers of the underlying mortgages have a right to prepay obligations.



An analysis of net investment income follows:



|                           |  | 2016 |          | 2015
|-------------------------- |  | ---- | -------- | ----
|Bonds – fixed maturities   |  | $    | 154,300  |     
|Mortgage-backed securities |  |      | 113,654  |     
|Equity investments         |  |      | 38,910   |     
|Short-term investments     |  |      | 151      |     
|Other investment income    |  |      | (485,479 | )   
|Total investment income    |  |      | (178,464 | )   
|Investment expense         |  |      | 36,918   |     
|Net investment income      |  | $    | (215,382 | )   



The unrealized appreciation (depreciation)
of investments were as follows:

|                                               |  | 2016 |         | 2015
|---------------------------------------------- |  | ---- | ------- | ----
|                                               |  |      |         |     
|Bonds-fixed maturities                         |  | $    | 46,790  |     
|Mortgage-backed securities                     |  |      | (32,089 | )   
|Equity securities                              |  |      | (38,419 | )   
|Increase (decrease) in unrealized appreciation |  | $    | (23,718 | )   



Gains and losses are calculated based on sales proceeds
received less the cost of the security sold, which is determined by specific identification for each investment. The gross gains
and gross losses realized on available-for-sale securities were as follows:







F-20


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements








|                                |  | Gross Proceeds |           | Gross Realized Gains |  | Gross Realized Losses
|------------------------------- |  | -------------- | --------- | -------------------- |  | ---------------------
|2016                            |  |                |           |                      |  |                      
|Bonds-fixed maturities          |  | $              | 858,870   |                      |  | $                    
|Mortgage-backed securities      |  |                | —         |                      |  |                      
|Equity securities               |  |                | 391,758   |                      |  |                      
|Derivatives (equity securities) |  |                | 598,984   |                      |  |                      
|Total                           |  | $              | 1,849,612 |                      |  | $                    
|2015                            |  |                |           |                      |  |                      
|Bonds-fixed maturities          |  | $              | 1,453,069 |                      |  | $                    
|Mortgage-backed securities      |  |                | —         |                      |  |                      
|Equity securities               |  |                | 1,221,704 |                      |  |                      
|Derivatives (equity securities) |  |                | 169,889   |                      |  |                      
|Total                           |  | $              | 2,844,662 |                      |  | $                    



The following table summarizes
the gross unrealized losses and fair value on investment securities aggregated by major investment category and length of time
that individual securities have been in a continuous loss position at May 31, 2016 and May 31, 2015.

F-21


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements






|                           |  | Less than 12 Months |           | 12 Months or More |  | Total   
|-------------------------- |  | ------------------- | --------- | ----------------- |  | --------
|                           |  | Cost (a)            |           | Unrealized Losses |  | Cost (a)
|2016                       |  |                     |           |                   |  |         
|Equity securities          |  | $                   | 571,913   |                   |  | $       
|Bonds- Fixed Maturities    |  |                     | 493,941   |                   |  |         
|Mortgage-backed securities |  |                     | 894,532   |                   |  |         
|Total                      |  | $                   | 1,960,386 |                   |  | $       
|2015                       |  |                     |           |                   |  |         
|Equity securities          |  | $                   | 364,217   |                   |  | $       
|Bonds- Fixed Maturities    |  |                     | 1,765,902 |                   |  |         
|Mortgage-backed securities |  |                     | 784,332   |                   |  |         
|Total                      |  | $                   | 2,914,451 |                   |  | $       

(a) For bonds-fixed maturities and mortgage-backed
securities, represents amortized costs.

As of May 31, 2016, the Company held
twenty-seven mortgage-backed securities with gross unrealized losses of $14,790, four of which have been in a continuous loss position
for more than 12 months. These securities consist of fixed-rate securities issued by Government National Mortgage Association (GNMA)
that are sensitive to movements in market interest rates.



As of May 31, 2016, the Company held
fifteen fixed maturity bonds with gross unrealized losses of $58,217, seven of which have been in a continuous loss position for
more than 12 months.



As of May 31, 2016, the Company held
seventeen equity security investments with gross unrealized losses of $155,300, two of which have been in a continuous loss position
for more than 12 months. These securities consist of common stock whose fair value is sensitive to movements in market interest
rates.



F-22


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


Note D-Deferred Policy Acquisition Costs

The following reflects the policy acquisition costs
deferred for amortization against future income and the related amortization charged to operations.

|                                   |  | 2016 |          | 2015
|---------------------------------- |  | ---- | -------- | ----
|                                   |  |      |          |     
|Balance at beginning of year       |  | $    | 154,978  |     
|Acquisition costs deferred         |  |      | 301,032  |     
|Amortization charged to operations |  |      | (284,127 | )   
|Total                              |  | $    | 171,883  |     



Note E – Other Assets

Included in other assets as of May 31, 2016 and May 31,
2015 are $14,617 and $14,550 of prepaid expenses and deposits.



Note F – Intangibles



As the result of the acquisition
of FSC on December 30, 2005, in exchange for the purchase price of $2,900,000, the Company received cash and investments held by
FSC with a fair value of $2,750,000, with the difference of $150,000 being attributed to the property and casualty licenses of
FSC in the states of West Virginia, Ohio and Indiana. Such licenses have indefinite lives and are evaluated annually, or more frequently
if circumstances indicate that a possible impairment has occurred, for recoverability and possible impairment loss. No impairment
has been recorded in fiscal years ended May 31, 2016 and 2015.



Note
G - Reserve for Losses and Loss Expense



Reserves for unpaid losses and loss
adjustment expenses are estimated based primarily on management’s judgment as the Company has incurred limited losses since
its inception and available industry data is also extremely limited. In the event of the Company receiving a claim it will use
individual case basis estimates including all estimated future expenses to settle such claims. As of May 31, 2016, the Company’s
insurance subsidiary, FSC, is only licensed to write surety in West Virginia and Ohio and has focused its primary efforts towards
coal permit reclamation bonds while also providing other miscellaneous surety bonds, most of which are partially collateralized
by investment accounts that are managed by Jacobs & Company. Reclamation of land that has been disturbed by mining operations
is highly regulated by federal and state agencies and the required bonds are generally long-term in nature with mining operations
and reclamation work conducted in unison as the property is being mined.



Additionally, no two principals or
properties are alike due to varied company structures and unique geography and geology of each site. In underwriting such bonds,
management

F-23


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


develops, through consultation with
professionals experienced in the specific field of work, estimates of costs to reclaim the properties subject of the permit(s)
in accordance with those mining permit(s), in addition to other underwriting and financial risk considerations. FSC requires the
principal to provide cash, or other acceptable collateral such as irrevocable letters of credit, in amounts determined through
the underwriting process to reclaim the disturbed land and thus mitigate the exposure to significant loss.



FSC maintains reinsurance agreement
with various syndicates at Lloyd's of London. The reinsurance agreement is an excess of loss contract that protects FSC against
losses up to certain limits over stipulated amounts. Such cash is invested in investment collateral accounts managed by Jacobs
utilizing investment strategies consistent with the state code governing investments of an insurance company.



Inspections of mining activity and
reclamation work are performed on a regular basis with initial cost estimates being updated periodically. Should the principal
default in the obligation to reclaim the property in accordance with the mining permit, FSC would then use the funds held in the
collateral account to reclaim the property or would be required to forfeit the face amount of the bond to the agency to which the
bond is issued.



Losses can occur if the costs of
reclamation exceed estimates obtained at the time the bond was underwritten or upon subsequent re-evaluations, if sufficient collateral
is not obtained and increased if necessary, or if collateral held has experienced a significant deterioration in value. FSC has
experienced two claims for loss through May 31, 2016 (one fiscal 2016, detailed below) and thus provisions for losses and loss
adjustment expense have been based on management’s experience adjusted for other factors unique to the Company’s approach,
and in consultation with actuaries experienced in the surety field. In August 2015, the Company paid a claim on a called bond in
the amount of $550,000, of which $75,000 was paid using collateral of the principal. The remaining $475,000 has been established
as a salvage reserve to be repaid with the assignment of proceeds from sales of stock and an assignment of a promissory note as
additional collateral with total assigned values in excess of the salvage reserve.



The Company incurred loss adjustment
expenses of $26,590 ($25,000 in Fiscal 2014) related to costs of engaging experts, attorney fees, and consultants for potential
claims. These costs were charged against established case reserves and bulk reserves.



As a result of an examination by
the West Virginia Insurance Commissioner, a reserve strengthening in the form of an increase to the Loss Reserve was recorded in
Fiscal 2015 and 2016 in the amounts of approximately $800,000 and $20,402.



F-24


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements




At May 31, 2016 and May 31, 2015, the reserve for losses
and loss expenses consisted of:



|                                    |  | 2016 |           | 2015
|----------------------------------- |  | ---- | --------- | ----
|                                    |  |      |           |     
|Balance at beginning of year        |  | $    | 2,254,035 |     
|Incurred policy losses-current year |  |      | 243,632   |     
|Incurred policy losses-prior year   |  |      | 20,402    |     
|Paid policy losses – current year   |  |      | (1,590    | )   
|Paid policy losses-prior year       |  |      | (25,000   | )   
|Balance at end of year              |  | $    | 2,491,479 |     





F-25


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements




Note
H – Notes Payable





At May 31, 2016 and 2015, the Company had the following unsecured
notes payable to individuals:

|                                                                                                                                    |  | 2016 |           | 2015
|----------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ----
|                                                                                                                                    |  |      |           |     
|Secured notes payable to individuals; interest rate fixed @ 8%; secured by 500 shares FSC stock ($1,387,573 related party for 2016) |  | $    | 4,334,997 |     
|Secured notes payable to same individuals as above with same collateral; no interest;                                               |  |      | 235,000   |     
|Unsecured demand notes payable to individuals and others; no interest ($83,900 related party in 2016)                               |  |      | 113,050   |     
|Unsecured demand notes payable to individuals and others; interest rate fixed @ 10% ($75,000 to related party)                      |  |      | 1,506,859 |     
|                                                                                                                                    |  |      |           |     
|Unsecured demand notes payable to individuals and others; interest rate fixed @ 12%                                                 |  |      | 15,000    |     
|                                                                                                                                    |  |      |           |     
|Unsecured demand note payable to individuals; interest rate fixed @ 14%;                                                            |  |      | 1,658     |     
|                                                                                                                                    |  |      |           |     
|Secured demand note payable to individuals; interest rate fixed @ 10%; secured by accounts receivable for investment advisory fees  |  |      | 36,628    |     
|                                                                                                                                    |  |      |           |     
|Unsecured demand note payable to individuals; interest rate fixed @ 2% ($785,000 related party)                                     |  |      | 885,000   |     
|Secured notes payable to individuals; interest rate fixed @ 10%; secured by shares FSC stock                                        |  |      | 249,250   |     
|Unsecured note(s)payable to individual(s) under bridge- financing arrangements described below                                      |  |      | —         |     
|Total                                                                                                                               |  | $    | 7,377,442 |     
|                                                                                                                                    |  |      |           |     



F-26


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


During the year ended May 31, 2015,
the Company borrowed $75,000 from a board member. Accrued related party interest of $9,452 is payable to this individual at May
31, 2016.



During the year ended May 31, 2016,
an individual who holds secured notes payables from the Company, became a greater than 10% owner of outstanding common stock of
the Company. During the year ended May 31, 2016, the Company borrowed additional money from this individual and entities controlled
by this individual. Amounts owed to this individual (and the individual’s companies and relatives) at May 31, 2016 consisted
of $868,900 in demand notes, $1,387,573 in notes payable secured by FSC stock, and $14,621 in accrued interest.



All notes payables, with the exception
of the bridge-financing arrangement and those secured by FSC stock are on demand terms and therefore current. The terms of the
bridge-financing arrangement (which was paid off in 2016) are detailed in the following paragraphs.



In accordance with the terms of the
first round bridge-financing of $2.5 million on March 10, 2008, the holders of such notes were paid accrued interest-to date and
issued 5.00% of the Company's common shares. During 2009, holders of the second round of bridge-financing notes of $1.0 million
received 2.00% of the Company's common shares. Upon retirement of the notes subsequent to consummation of a qualified equity offering,
the Company was to issue to the holders of the bridge financing notes additional Company common stock that when added to the stock
initially issued to the holders of the notes, would equal the note holders’ pro rata share of the applicable percentage of
the outstanding common stock of the Company as follows: If the qualified financing consists of $50 million or more, the holders
of such notes will receive 28% of the common stock of the Company that would otherwise be retained by the holders of the Company's
common shares immediately prior to the financing; if the qualified financing is for an amount less than $50 million, the percentage
will be reduced on a sliding scale to a fraction of 28% of the amount retained by the holders of the Company's common shares (where
the numerator is the amount of financing and the denominator is $50 million). This feature was analyzed and determined to be an
embedded derivative, but the value was considered to be immaterial, and therefore was not recorded.



Beginning September 10, 2008, because
a qualified financing had not been completed, the Company became required under the terms of the bridge financing to issue 2.80%
of the Company's outstanding common shares and shall issue 2.80% of the Company's outstanding common shares upon each six-month
anniversary date thereof until retirement of the notes. This feature was analyzed and determined to be an embedded derivative,
but the value was considered to be immaterial and therefore was not recorded for the remaining shares to be issued. Pursuant to
the terms of the Promissory Notes, the first two of 20 equal quarterly installments of principal and interest payable thereunder
were to have been paid on December 10, 2008 and March 10, 2009 (the “Initial Amortization Payments”). As the
result of upheavals and dislocations in the capital markets, the Company was unable to either refinance the indebtedness evidenced
by the Promissory Notes or make the Initial

F-27


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


Amortization Payments to the Holders
when due; and an Event of Default (as defined in the Promissory Notes) occurred under the Promissory Notes as a result of the Company’s
failure to pay the Initial Amortization Payments within 14 days after same became due and payable.



On June 5, 2009 the Company entered
into an agreement with the bridge lenders to forbear from exercising their rights and remedies arising from the Acknowledged Events
of Default. The Original forbearance was amended October 13, 2009. As consideration for the forbearance, the Company issued 5,171,993
shares of Common stock, and pledged the stock of an inactive subsidiary of the Company, Crystal Mountain Water (CMW), as security
for repayment of the loans.



In anticipation of a proposed financing
and as a condition thereof, the Company and each of the bridge lenders entered into a loan modification agreement dated February
25, 2012 which provided for modification of the Promissory Notes, including an extension of the term of the promissory notes, and
subscription agreements in exchange for a partial cash payment to each bridge lender. On August 10, 2012, the Company entered into
an agreement with the bridge lenders, pursuant to which the bridge lenders formally agreed to forbear from exercising their rights
and remedies arising from the accumulated acknowledged events of default with respect to the bridge loans until such date. As consideration
for this forbearance, the Company entered into an Amended and Restated General Hypothecation and Pledge Agreement dated August
9, 2012 (the “August 2012 Pledge”), but effective September 23, 2011, granting to the bridge lenders as security for
the repayment of the loans a lien and security interest in all of the Company’s shares of capital stock of First Surety Corporation.
Under the August 2012 Pledge, the bridge lenders acknowledged that the effectiveness of certain of the rights and remedies provided
by such agreement would be subject to prior approval by the Office of the Commissioner of Insurance for the State of West Virginia.



On July 9, 2014 the Company completed
a $4,500,000 financing.  In effect, FSI, a subsidiary of the Company, borrowed the funds at 8.00% interest with principal
repayments on a ten year schedule.  Proceeds of the borrowing were applied (i) to purchase from certain bridge lenders, after
waiving interest of approximately $1.6 million, i.e. 50.7%, ($1.775 million face amount) of the outstanding senior $3.5 million
financing dating from 2008, together with the associated collateral, (ii) to pay in full delinquent tax liabilities owed to the
Internal Revenue Service and State of West Virginia, (iii) to pay an outstanding judgment, and (iv) to pay certain other current
liabilities. FSI therefore became a member of the Bridge Loan and notified the Collateral Agent for the group of its purchase and
majority holding. The transaction restored majority control of FSC to the Company.



On August 5, 2015 the Company completed
a $1,600,000 transaction which resulted in its acquisition of the remaining 49.3% ($1.725 million face amount) senior promissory
notes of the $3.5 million financing dating from 2008, after waiving interest of approximately $1.8 million. Upon closing of the
acquisition, the collateral securing the senior promissory notes, 1,000 shares (100%) of FSC and 1,000 shares (100%) of CMW, was
released to the Company. This extinguishment of debt resulted in a gain from forgiven principal and

F-28


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


interest in the amounts of $125,000
and $1,795,000, respectively for a total gain of $1,920,000.



The transaction was funded through
sale in a private offering of investment units (Units) that consisted of 5.00% of the outstanding shares of FSC and 500,000 common
shares of the Company. $1,600,000 was raised through a combination of cash, partial assignments of loans back to the Company that
were debt of the Company and loans that are convertible into purchase of Units. The Registrant’s Board of Directors has authorized
the sale of up to nine Units, which, if completed, would include forty-five percent (45%) of the outstanding stock of FSC.



Scheduled maturities are as follows:

|                                               |  | 2016
|---------------------------------------------- |  | ----
|                                               |  |     
|Fiscal year 2016-2017 (including demand notes) |  | $   
|Fiscal year 2017-2018 (including demand notes) |  |     
|Fiscal year 2018-2019 (including demand notes) |  |     
|Fiscal year 2019-2020 (including demand notes) |  |     
|Fiscal year 2020-2021 (including demand notes) |  |     
|Thereafter                                     |  |     
|Total                                          |  | $   





Note I - Other Liabilities



As of May 31, 2016, the Company had
accrued and withheld approximately $31,000 in Federal payroll taxes and approximately $31,000 in estimated penalties and interest,
which are reflected in the financial statements as other liabilities.



As of May 31, 2016, the Company had
accrued and withheld approximately $44,000 in West Virginia payroll withholdings and approximately $7,000 in interest and penalties,
which are reflected in the accompanying financial statements as other liabilities.



As of May 31, 2016 and May 31, 2015
the Company held approximately $2,068,192 and $2,352,427 respectively in its cash and investment accounts that was for the benefit
of clients as collateral for their surety bonding program.



Note J - Preferred Stock



Redeemable Preferred Stock



On December 30, 2005, through a private
placement, the Company issued 350 shares of 4% Non-Voting Series A Preferred Stock (Series A Preferred Stock), along with 1,050,000
warrants for common shares of Company stock as additional consideration, for a cash investment in the amount of $350,000, in connection
with the Company's acquisition of FSC. Holders of Series A Preferred Stock are entitled to participate in FSC's partially

F-29


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


collateralized bonding programs,
subject to continuing satisfaction of underwriting criteria, based upon the bonding capacity of FSC attributable to capital reserves
of FSC established with the subscription proceeds (i.e., bonding capacity equal to ten times subscription proceeds) and for so
long as the subscriber holds the Series A shares. Holders of the Series A Preferred Stock are entitled to receive, when and as
declared by the board of directors, cumulative preferential cash dividends at a rate of four percent of the $1,000 liquidation
preference per annum (equivalent to a fixed annual rate of $40 per share). The Series A Preferred Stock ranks senior to the Company's
common stock and pari passu with the Company's Series B Preferred and Series C Preferred Stock with respect to dividend rights
and rights upon liquidation, dissolution or winding up of the Company. The holder may redeem the Series A Preferred Stock on or
after the seventh anniversary of the Issue Date, if the holder provides a written statement to the Company that it will no longer
require surety bonds issued by the Company's insurance subsidiary (FSC) under its partially collateralized bonding programs and,
if no such surety bonds are then outstanding, the Company, at the option of the holder, will redeem all or any portion of the Series
A Preferred Stock of such holder at a price per share equal to the Series A Preferred Stock Issue Price plus all accrued and unpaid
dividends with respect to the shares of the Series A Preferred Stock of such holder to be redeemed. The conditional redemption
shall not be available to any holder of Series A Preferred Stock for so long as surety bonds of the Company's insurance subsidiary
issued on a partially collateralized basis remain outstanding for the benefit of such holder, and upon redemption, such holder
shall no longer be eligible to participate in the partially collateralized bonding programs of the insurance subsidiary. The Company
is authorized to issue up to 1,000,000 shares of the Series A Preferred Stock. As of May 31, 2016, the Company has issued 2,675
shares of Series A Preferred Stock in exchange for cash investments in the amount of $2,675,000, of which no shares were issued
in fiscal 2016 or 2015.



The Company’s outstanding Series
A Preferred stock matures on the seventh anniversary of the issuance date and thereafter holders of the Series A Stock are eligible
to request that the Company redeem their Series A Shares. As of May 31, 2016, the Company has received requests for redemption
of 1,026 shares of Series A Preferred. The aggregate amount to which the holders requesting redemption are entitled as of June
30, 2016, is $1,535,688.



Under the terms of the Series A Preferred
Stock, upon receipt of such a request, the Company’s Board was required to make a good faith determination regarding (A)
whether the funds of the Company legally available for redemption of shares of Series A Stock are sufficient to redeem the total
number of shares of Series A Stock to be redeemed on such date and (B) whether the amounts otherwise legally available for redemption
would, if used to effect the redemption, not result in an impairment of the operations of the Insurance Subsidiary. If the Board
determines that there is a sufficiency of legally available funds to accomplish the redemption and that the use of such funds to
affect the redemption will not result in an impairment of the operations of the Insurance Subsidiary, then the redemption shall
occur on the Redemption Date. If, however, the Board determines either that there are not sufficient funds legally available to
accomplish the redemption or that the use of such funds to effect the redemption will result in an impairment of the operations
of the

F-30


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


Insurance Subsidiary, then (X) the
Company shall notify the holders of shares that would otherwise have been redeemed of such fact and the consequences as provided
in this paragraph, (Y) the Company will use those funds which are legally available therefor and which would not result in an impairment
of the operations of the Insurance Subsidiary to redeem the maximum possible number of shares of Series A Stock for which Redemption
Notices have been received ratably among the holders of such shares to be redeemed based upon their holdings of such shares, and
(Z) thereafter, until such shares are redeemed in full, the dividends accruing and payable on such shares of Series A Stock to
be redeemed shall be increased by 2% of the Series A Face Amount, with the amount of such increase (i.e., 2% of the Series A Face
Amount) to be satisfied by distributions on each Dividend Payment Date of shares of Common Stock having a value (determined by
reference to the average closing price of such Common Stock over the preceding 20 trading days) equal to the amount of such increase.
The shares of Series A Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein.
At any time thereafter when additional funds of the Company are legally available for the redemption of shares of Series A Stock
and such redemption will not result in an impairment of operations of the Insurance Subsidiary, such funds will immediately be
used to redeem the balance of the shares of Series A Stock to be redeemed. No dividends or other distributions shall be declared
or paid on, nor shall the Company redeem, purchase or acquire any shares of, the Common Stock or any other class or series of Junior
Securities or Equal Ranking Preferred of the Company unless the Redemption Price per share of all shares for which Redemption Notices
have been given shall have been paid in full, provided that the redemption price of any Equal Ranking Preferred subject to redemption
shall be paid on a pari passu basis with the Redemption Price of the Series A Stock subject to redemption in accordance herewith.
Until the Redemption Price for each share of Series A Stock elected to be redeemed shall have been paid in full, such share of
Series A Stock shall remain outstanding for all purposes and entitle the holder thereof to all the rights and privileges provided
herein, and Dividends shall continue to accrue and, if unpaid prior to the date such shares are redeemed, shall be included as
part of the Redemption Price.



The Company’s Board of Directors
determined based on the criteria established under the terms of the Preferred Stocks that there were insufficient funds available
for the redemption of Preferred Stocks.



On December 30, 2005, through a private
placement, the Company issued 3,980 shares of 8% Non-Voting Series B Convertible Preferred Stock (Series B Preferred Stock), along
with 19,900,000 warrants for common shares of Company stock as additional consideration, for a cash investment in the amount of
$2,985,000; and issued 4,891 shares of Series B Preferred Stock, along with 24,452,996 warrants for common shares of Company stock
as additional consideration, for a conversion of $3,667,949 of indebtedness of the Company, in connection with the Company's acquisition
of FSC. Holders of the Series B Preferred Stock are entitled to receive, when and as declared by the board of directors, cumulative
preferential cash dividends at a rate of eight percent of the $1,000 liquidation preference per annum (equivalent to a fixed annual
rate of $80 per share). The Series B Preferred Stock ranks senior to the Company's common stock and pari passu with the Company's
Series A Preferred and Series C Preferred Stock with respect to dividend

F-31


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


rights and rights upon liquidation,
dissolution or winding up of the Company. Each share of the Series B Preferred Stock is convertible at the option of the holder,
at any time after the original issue date, into 1,000 fully paid and non-assessable shares of the Company's common stock at a conversion
price of $1.00 per common share. The Company may redeem the Series B Preferred Stock at any time after the first anniversary of
the Original Issue Date at a price per share equal to the Series B Preferred Stock Face Amount plus all accrued and unpaid dividends
with respect to the shares of the Series B Preferred Stock of such holder to be redeemed. To the extent that the Series B Preferred
Stock has not been redeemed by the Company, the holder may redeem the Series B Preferred Stock on or after the fifth anniversary
of the Original Issue Date at a price per share equal to the Series B Preferred Stock Face Amount plus all accrued and unpaid dividends
with respect to the shares of the Series B Preferred Stock of such holder to be redeemed. The Company is authorized to issue up
to 10,000 shares of the Series B Preferred Stock. The Company has not issued any additional shares of Series B Preferred Stock
during fiscal 2016.



The Company’s outstanding Series
B Preferred stock matured on December 30, 2010, meaning that the holders of the Series B Stock that had not requested exchange
to the Company’s Series C Preferred stock became entitled to request that the Company redeem their Series B Shares. As part
of the exchange to Series C Preferred Stock in September 2009, the shares that did not exchange were treated as a liability on
the balance sheet. As of May 31, 2016, of the 2,817 shares of Series B Preferred that remained outstanding, the Company has received
requests for redemption of 2,219 shares of Series B Preferred. The aggregate amount to which the holders requesting redemption
are entitled as of June 30, 2016, is $5,099,573.



Under the terms of the Series B Preferred
Stock, upon receipt of such a request, the Company’s Board was required to make a good faith determination regarding (A)
whether the funds of the Company legally available for redemption of shares of Series B Stock are sufficient to redeem the total
number of shares of Series B Stock to be redeemed on such date and (B) whether the amounts otherwise legally available for redemption
would, if used to effect the redemption, not result in an impairment of the operations of the Insurance Subsidiary. If the Board
determines that there is a sufficiency of legally available funds to accomplish the redemption and that the use of such funds to
affect the redemption will not result in an impairment of the operations of the Insurance Subsidiary, then the redemption shall
occur on the Redemption Date. If, however, the Board determines either that there are not sufficient funds legally available to
accomplish the redemption or that the use of such funds to effect the redemption will result in an impairment of the operations
of the Insurance Subsidiary, then (X) the Company shall notify the holders of shares that would otherwise have been redeemed of
such fact and the consequences as provided in this paragraph, (Y) the Company will use those funds which are legally available
therefor and which would not result in an impairment of the operations of the Insurance Subsidiary to redeem the maximum possible
number of shares of Series B Stock for which Redemption Notices have been received ratably among the holders of such shares to
be redeemed based upon their holdings of such shares, and (Z) thereafter, until such shares are redeemed in full, the dividends
accruing and payable on such shares of Series B Stock to be redeemed shall be increased by 2% of the Series B Face Amount, with
the amount of such increase

F-32


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


(i.e., 2% of the Series B
Face Amount) to be satisfied by distributions on each Dividend Payment Date of shares of Common Stock having a value (determined
by reference to the average closing price of such Common Stock over the preceding 20 trading days) equal to the amount of such
increase. The shares of Series B Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided
herein. At any time thereafter when additional funds of the Company are legally available for the redemption of shares of Series
B Stock and such redemption will not result in an impairment of operations of the Insurance Subsidiary, such funds will immediately
be used to redeem the balance of the shares of Series B Stock to be redeemed. No dividends or other distributions shall be declared
or paid on, nor shall the Company redeem, purchase or acquire any shares of, the Common Stock or any other class or series of Junior
Securities or Equal Ranking Preferred of the Company unless the Redemption Price per share of all shares for which Redemption Notices
have been given shall have been paid in full, provided that the redemption price of any Equal Ranking Preferred subject to redemption
shall be paid on a pari passu basis with the Redemption Price of the Series B Stock subject to redemption in accordance herewith.
Until the Redemption Price for each share of Series B Stock elected to be redeemed shall have been paid in full, such share of
Series B Stock shall remain outstanding for all purposes and entitle the holder thereof to all the rights and privileges provided
herein, and Dividends shall continue to accrue and, if unpaid prior to the date such shares are redeemed, shall be included as
part of the Redemption Price.



The Company’s Board of Directors
determined based on the criteria established under the terms of the Series B Preferred Stock that there were insufficient funds
available for the redemption of Series B Stock.



The Company experienced a loss after
accretion of mandatorily redeemable convertible preferred stock, and accrued dividends on mandatorily redeemable preferred stock
of $108,386 in fiscal 2016 as compared with a loss after accretion of mandatorily redeemable convertible preferred stock, and accrued
dividends on mandatorily redeemable preferred stock of $1,669,587 in fiscal 2015.



Equity Preferred Stock



As a means of alleviating obligations
associated with the Company's Series B

F-33


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


Preferred Stock, which by its terms
matured at the end of 2010, management proposed a recapitalization to assist in stabilizing the financial position of the Company.
The Company’s Certificate of Incorporation provides for two classes of capital stock, known as common stock, $0.0001 par
value per share (the “Common Stock”), and preferred stock, $0.0001 par value per share (the “Preferred
Stock”). The Company’s Board is authorized by the Certificate of Incorporation to provide for the issuance of the
shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish
from time to time the number of shares to be included in such series and to fix the designations, preferences and rights of the
shares of each such series and the qualifications, limitations and restrictions thereof. The Board deemed it advisable to designate
a Series C Preferred Stock and fixed and determined the preferences, rights, qualifications, limitations and restrictions relating
to the Series C Preferred Stock as follows:



1.Designation.  The shares of such series of Preferred Stock are designated “Series
C Preferred Stock” (referred to herein as the “Series C Stock”).  The date on which the first share
of Series C Stock is issued shall hereinafter be referred to as the “Original Issue Date”.

2.Authorized Number.  The number of shares constituting the Series C Stock is 10,000.

3.Ranking.  The Series C Stock ranks, (a) as to dividends and upon Liquidation senior and
prior to the Common Stock and all other equity securities to which the Series C ranks prior, with respect to dividends and upon
Liquidation (collectively, “Junior Securities”), (b) pari passu with the Corporation’s Series A Preferred
Stock, par value $0.0001 per share (the “Series A Stock”), the Corporation’s Series B Stock, and any other
series of Preferred Stock subsequently established by the Board with equal ranking (any such other series of Preferred Stock, together
with the Series C Stock, the Series B Stock and Series A Stock are collectively referred to as the “Equal Ranking Preferred”)
and (c) junior to any other series of Preferred Stock subsequently established by the Board with senior ranking.

4.Dividends.

(a)Dividend Accrual and Payment.  The holders of the Series C Stock shall be entitled
to receive, in preference to the holders of Junior Securities, dividends (“Dividends”) on each outstanding share
of Series C Stock at the rate of 8% per annum of the sum of (i) the Series C Face Amount plus (ii) an amount equal to any accrued,
but unpaid, dividends on such Series C Stock, including for this purpose the exchanged Series B Amount outstanding with respect
to such Series C Stock.  For purposes hereof, the “Series B Amount” means an amount equal to the dividend
that would have accrued on such Series C Stock held by such holder from and after the Series B Original Issue Date applicable to
such share of Series C Stock, through the Original Issue Date as if such Series C Stock had been issued on such Series B Original
Issue Date, less all amounts thereof distributed by the Corporation with respect to such Series C Stock.  Dividends shall
be payable quarterly in arrears on each January 1, April 1, July 1 and October 1 following the Original Issue Date, or, if any
such date is a Saturday, Sunday or legal holiday, then on the next day which is not a Saturday, Sunday or legal holiday (each a
“Dividend Payment Date”), as declared by the Board and, if not paid on the Dividend Payment Date, shall accrue. 
Amounts available for payment of Dividends (including for this purpose the Series

F-34


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


B Amount) shall be allocated and
paid with respect to the shares of Series C Preferred and any other Equal Ranking Preferred, first, among the shares of
Equal Ranking Preferred pro rata in accordance with the amounts of dividends accruing with respect to such shares at the current
Dividend Payment Date, and, then, any additional amounts available for distribution in accordance with the accrued, but
unpaid, dividends (and the Series B Amount then outstanding) at each prior Dividend Payment Date, in reverse chronological order,
with respect to all shares of the Equal Ranking Preferred then outstanding in accordance with amounts accrued, but unpaid. 
For purposes hereof, the term “Series B Original Issue Date” shall mean, with respect to any share of Series
C Stock issued by the Corporation in exchange for a share of Series B Stock, the date on which the Corporation originally issued
such share of Series B Stock.



The Recapitalization consisted of
the exchange of Series B Shares for a combination of Series C Shares and Common Stock. For each Series B Share, the participating
holder received (i) one Series C Share and (ii) 2,000 shares of JFG Common Stock (for no additional consideration).



For the year ended May 31, 2010,
6,805 shares of Series B Stock were surrendered and exchanged for 6,805 shares of Series C Stock.  This exchange amounted
to $6,269,051 of carrying value of Series B stock being exchanged for Series C and Common Stock. 13,609,872 shares of Common Stock
were issued to the Series C Stock holders at the rate of 2,000 Common shares for each exchanged Series B Stock, with the related
cost associated with the Common issuance offsetting the Series C carrying value by $265,120. The shares were valued at approximately
$.01948 per share based on the average quoted closing price of the Company's stock for the 20-day period proceeding the date of
the transaction. Series C stock may be redeemed by the Company but does not have a fixed maturity date and, thus, is classified
as permanent equity. For the year ending May 31, 2016, 2,817 shares of Series B Stock had not been exchanged.



The accrual of dividends on the equity
preferred stock resulted in a charge to common stockholders’ equity and a credit to the equity of equity preferred stock
of $1,164,143 in fiscal 2016 as compared with a charge to common stockholders’ equity of $1,072,461 in fiscal 2015.



Dividend Preference and Accretion



The Series A Shares are entitled
to receive cumulative dividends at the compounding rate of 4.00% per annum.



The Series B Shares have an 8.0%
per annum compounding dividend preference, are convertible into Common Shares of JFG at the option of the holders at a conversion
price of $1.00 per Share (as adjusted for dilution) and, to the extent not converted, must be redeemed by the Corporation at any
time after December 31, 2010 at the option of the holder.  Any such redemption is subject to legal constraints, such as the
availability of capital or surplus out of which to pay the redemption, and to a determination by the Board of Directors that the
redemption will not impair the operations of First Surety Corporation.

F-35


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements




The Series C Shares issued in the
Recapitalization have the same 8.0% per annum compounding dividend preference and carry over from the Series B Shares the same
accrued but unpaid dividends. While dividends had never been declared on the Series B shares, they had been accrued, increasing
the dividend preference and the redemption price and liquidity preference of such shares and increasing the liability represented
thereby based upon the Series B Shares fixed maturity date. The accrued (but undeclared) dividends associated with the Series C
exchange amounted to $2,295,624 and are included in the total amount exchanged for Series C Shares. Unlike the Series B Shares
with their fixed maturity date, the Series C Shares are permanent equity, with accruing dividends only increasing the preference
amount that must be satisfied before junior securities may participate in dividends or on liquidation. Accordingly, the effect
of the accrual of dividends with respect to the Series C Shares on the Company’s balance sheet is to increase the aggregate
claim of the Series C Shares on the equity of the corporation and to increase the deficit in common equity, while having no effect
on the net equity of the corporation as a whole. The entitlement of the Series C Shares to a priority in relation to junior securities
with respect to dividends and on liquidation does not create an obligation to the Company and therefore no liability is recorded
until the dividends are declared by the Board of the Company. The Series C Shares are pari passu with the Corporation’s Series
A Preferred Stock and Series B Shares (to the extent any remain outstanding following the Recapitalization) and no dividends or
other distributions will be paid upon Common Shares or any other class of Shares that is junior in priority to the Series C Preferred
while dividends are in arrears. In addition, the Series C Shares are convertible into Common Shares of JFG at the option of the
holders at a conversion price of $0.10 per Share. The Series C Shares may be redeemed by the Corporation, at its option, when
it is in a financial position to do so.



Holders of over 70% of the outstanding
Series B Preferred Shares elected to participate in the recapitalization. The shares of Series B Preferred Shareholders that chose
not to convert are listed in the Liabilities section of the Balance Sheet, and therefore the accretion and dividends associated
with the Series B stock after November 30, 2009 are deductions from net income. Dividends on Series B mandatorily redeemable preferred
stock deducted from net income amounted to $483,596 for the year ended May 31, 2016. The remaining Series B shares not converted
were accreted from carrying value to the face amount for the 5 year period from the date of issuance. Series C stock has no accretion.
There were no shares of Series B Stock surrendered or exchanged in the year ended May 31, 2016.



During the year ended May 31, 2012,
two holders of Series A stock released all of their outstanding bonds held with FSC. These shares of Series A Preferred Shareholders
are listed in the liability section of the Balance Sheet as of May 31, 2016, in the amount of $1,670,945, which consists of the
fully accreted $1,126,000 face value of stock and $544,945 in dividends payable. The dividends associated with these shares of
Series A stock for the year ended May 31, 2016, is a deduction from net income in the amount of $65,374. There was no current accretion
on these shares of Series A stock.



F-36


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


As of May 31, 2016 the Company has
chosen to defer payment of dividends on Series A Preferred Stock with such accrued and unpaid dividends amounting to $1,155,545
through May 31, 2016. These dividends are included in the amounts reported on the face of the balance sheet for each classification
of Series A stock.



As of May 31, 2016 the Company has
chosen to defer payment of dividends on Series B and Series C Preferred Stock with such accrued and unpaid dividends amounting
to $3,516,674 and $8,441,909 through May 31, 2016, respectively. These dividend are included in the amounts reported on the face
of the balance sheet for each respective classification if stock.



Accounting Treatment



U.S. GAAP requires that an entity
classify as liabilities certain financial instruments with characteristics of both liabilities and equity. The Company's Series
A and B Preferred stock each have mandatory redemption features that subject the Company to the analysis of equity versus liability.
Both Series A and B have features that embody a conditional obligation to redeem the instrument upon events not certain to occur
and accordingly, are not classified as liabilities until such events are certain to occur. With respect to the Series A Preferred
Stock, such condition is contingent upon the holder having no further need for surety bonds issued by the Company's insurance subsidiary
(FSC) under its partially collateralized bonding programs and, having no such surety bonds then outstanding. With respect to the
Series B Preferred Stock, if the stock provides an option to the holder to convert to common shares at a rate equivalent to fair
value, then the financial instruments are not mandatorily redeemable during the period in which the holder can convert the shares
into common shares. Accordingly, the Company has determined that only the Series A preferred stocks held by principals with outstanding
surety bonds should not be classified as liabilities. However, in accordance with Securities and Exchange Commission (SEC) Issued
Topic No. D- 98, SEC Staff Announcement, "Classification and Measurement of Redeemable Securities", a company that issues
preferred shares that are conditionally redeemable is required to account for the conditionally redeemable preferred shares in
accordance with Accounting Series Release 268, which states that the shares are to be reflected on the Company's balance sheet
between total liabilities and stockholders' equity as temporary equity.



Note K - Stock Warrants



On December 30, 2005, the Company
issued warrants to purchase 45,402,996 shares of common stock in connection with the Series A and B Preferred Stock private placements.
The exercise price of the warrants is $.001 per share. The warrants were valued using the Black-Scholes pricing model. The warrants
issued in connection with the Series A Preferred Stock were valued at $.08 per share or $83,043. The warrants issued in connection
with the Series B Preferred Stock were valued at $.01 per share or $449,972.



F-37


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


386,667 warrants issued in connection
with Series B Preferred Stock expired unexercised on the fifth anniversary at December 31, 2010; 600,000 warrants issued in connection
with Series A Preferred Stock expired unexercised on the seventh anniversary at December 31, 2012.



As of May 31, 2015, there were no
warrants outstanding.



Note L-Stock-Based Compensation



On October 12, 2005, the board of
directors adopted its 2005 Stock Incentive Plan (the "Plan") to allow the Company to make awards of stock options as
part of the Company's compensation to key employees, non-employee directors, contractors and consultants. The Plan was approved
by the stockholders on December 8, 2005. The aggregate number of shares of Common Stock issuable under all awards under the Plan
is 35,000,000. No awards may be granted under the Plan after December 8, 2015.



On December 28, 2006, the compensation
committee of the board of directors awarded 2,100,000 of incentive stock options to acquire common shares at an exercise price
of $.04 per share, of which 450,000 shares vested immediately and the remaining 1,650,000 options vesting over the next three years
ending in December 2009. As of May 31, 2010, the awarded options had been reduced to 1,800,000 due to changes in employment status,
all of which expired in December 2011.



On June 30, 2009 the compensation
committee of the board of directors awarded 10,000,000 of incentive stock options to acquire common shares at an exercise price
of $.04 per share, of which 4,700,000 shares vested immediately and the remaining 5,300,000 options vesting over the next three
years ending in June 2011. As of May 31, 2015, the awarded options had been reduced to 9,800,000 due to changes in employment status,
all of which expired in June 2014.



The Plan’s terms defined that
it would terminate upon the earlier of (1) the adoption of a resolution by the Company terminating the Plan; or (2) ten years from
the date on which the Plan is initially approved by the stockholders of the Company, therefore the Plan terminated on October 12,
2015.



There were no options exercised in
fiscal 2016 or 2015. There is no unrecognized compensation expense related to non-vested awards at May 31, 2016 or May 31, 2015
as all awards are fully vested.





Note
M – Income Taxes



Deferred tax assets and liabilities
are recorded for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in
the consolidated financial statements. Such differences include the income recognition of a portion of the

F-38


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


unearned premium reserve, loss reserve
deductibility, accruals not currently deductible relating to stock option expense and certain accrued expenses that are not paid
within specified time frames by the Internal Revenue Service, and the deductibility of deferred policy acquisition costs paid.
As of May 31, 2016, the Company had estimated operating loss carry forwards of approximately $16.3 million. These carry forwards
began expiring in 2015 and, as a result of the ownership change resulting from the 2001 acquisitions of FSI and Jacobs, the utilization
of approximately $6.4 million of the operating loss carry forwards are substantially limited.



The Company has fully reserved the
$5.5 million tax benefit of the operating loss carry forward, by a valuation allowance of the same amount, because the likelihood
of realization of the tax benefit cannot be determined.



Note N – Stockholders’ Equity



In fiscal 2016, the Company issued
1,878,000 shares of the Company's common stock as additional consideration in connection with new and continued borrowings totaling
$1,878,000. The shares were valued at approximately $.002887 per share based on the average quoted closing price of the Company's
stock for the 20-day period preceding the date of the transaction and totaled $5,422.



In fiscal 2016, the Company issued
11,956,049 shares of the Company’s common stock in connection with the additional 2% stock dividend associated with Series
A and B Preferred shares that were requested to be redeemed upon maturity (see Note J). The shares were valued at approximately
$.003208 per share based on the average quoted closing price of the Company's stock for the 20-day period preceding the date of
the transaction and totaled $38,352.



In fiscal 2016, the Company issued
2,500,000 shares of the Company's common stock as additional consideration for the purchase and loans convertible into the purchase
of 25% of FSC subsidiary stock. The shares were valued at approximately $.002566 per share based on the average quoted closing
price of the Company's stock for the 20-day period preceding the date of the transaction and totaled $6,415.



In fiscal 2015, the Company issued
495,856 shares of the Company's common stock as additional consideration in connection with new and continued borrowings totaling
$495,856. The shares were valued at approximately $.005258 per share based on the average quoted closing price of the Company's
stock for the 20-day period preceding the date of the transaction and totaled $2,607.



In fiscal 2015, the Company issued
5,298,804 shares of the Company’s common stock in connection with the additional 2% stock dividend associated with Series
A and B Preferred shares that were requested to be redeemed upon maturity (see Note J). The shares were valued at approximately
$.004795 per share based on the average quoted closing price of the Company's stock for the 20-day period preceding the date of
the transaction and totaled $25,406.

F-39


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements




In fiscal 2015, the Company issued
10,221,845 shares of the Company's common stock in connection with the semi-annual issuance of shares under terms of the bridge-financing
arrangement. The shares were valued at approximately $.005525 per share based on the average quoted closing price of the Company's
stock for the 20-day period preceding the date of the transaction and totaled $56,476. Of

these shares, 5,183,936 were issued
to a subsidiary as the successor owner of 50.7% of the bridge financing arrangement. These shares were valued at approximately
..005525 per share based on the average quoted closing price of the Company’s stock for the 20-day period preceding the date
of the transaction and totaled $28,641.



In fiscal 2015, the Company issued
5,183,936 shares of the Company's common stock in connection with the semi-annual issuance of shares under terms of the bridge-financing
arrangement. The shares were valued at approximately $.005525 per share based on the average quoted closing price of the Company's
stock for the 20-day period preceding the date of the transaction and totaled $(28,641).



Note
O-Statutory Financial Data (Unaudited)



The Company’s insurance subsidiary
files calendar year financial statements prepared in accordance with statutory accounting practices prescribed or permitted by
regulatory authorities. The principal differences between statutory financial statements and financial statements prepared in accordance
with generally accepted accounting principles are that statutory financial statements do not reflect deferred policy acquisition
costs and certain assets are non-admitted.



Statutory capital and surplus as
of May 31, 2016 and 2015 and net income for the Company’s insurance subsidiary for the calendar year ended December 31, 2015
and 2014 and five-month periods ended May 31, 2016 and 2015 are as follows:



|Statutory Capital and Surplus |  | May 31, 2016           |  | $ | 4,958,584 |  
|----------------------------- |  | ---------------------- |  | - | --------- | -
|Statutory Capital and Surplus |  | May 31, 2015           |  | $ | 5,830,379 |  
|                              |  |                        |  |   |           |  
|Net Income                    |  | Calendar year 2015     |  | $ | (762,295  | )
|Net Income                    |  | Calendar year 2014     |  | $ | 232,337   |  
|                              |  |                        |  |   |           |  
|Net Income                    |  | Five-month period 2016 |  | $ | 37,446    |  
|Net Income                    |  | Five-month period 2015 |  | $ | 189,559   |  



Statutory surplus exceeds the West
Virginia state law minimum capital requirements of $2.0 million.



Under the West Virginia insurance
code, ordinary dividends to stockholders are allowed to be paid only from that part of the insurance subsidiary’s (FSC’s)
available surplus funds

F-40


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


which constitutes realized net profits
from the business and whereby all such dividends or distributions made within the preceding twelve months do not exceed the lesser
of 10% of FSC’s surplus as regards to policyholders as of December 31st of the preceding year-end or net income
from operations from the previous two calendar years, not including capital gains. Any payment of extraordinary dividends requires
prior approval from the WV state insurance commissioner.



On March 26, 2012 the Commissioner
of the State of West Virginia (WVOIC) terminated in its entirety the Amended Consent Order of June 7, 2007 and terminated the restrictive
conditions of the Consent Order issued December 23, 2005 which approved acquisition of FSC by the Company. Among other consequences,
removal of these restrictions allowed dividends to be declared by and paid from FSC to the Company. Dividends in the amounts of
$173,000 were declared and paid for the twelve month period ending May 31, 2015. No dividends were declared or paid for the twelve
month period ending May 31, 2016.



The dividends for 2015 were deemed
by the WVOIC to be extraordinary, causing the insurance subsidiary (FSC) to be fined $5,000 due to not obtaining consent prior
to payment.



Note
P – Commitments and Contingencies



Lease Commitments



The Company leases certain office
equipment with combined monthly payments of approximately $545 that have varying remaining terms of less than five years. The Company
leases office, parking and storage space under month-to-month lease arrangements that approximate $6,897 each month.



The Company’s inactive subsidiary,
Crystal Mountain Spring Water, holds an undeveloped leasehold interest in a mineral water spring located near Hot Springs, Arkansas.
Under the leasehold arrangement, the Company makes minimum lease payments of $180 per month. The Company has options to extend
the leasehold arrangement through October 2026 and also has a right to cancel the lease at any time upon sixty (60) days written
notice.



Rental expense for these lease commitments
totaled approximately $45,086 and $55,301 during fiscal years 2016 and 2015.



Minimum future lease payments under
non-cancelable operating leases having remaining terms in excess of one year as of May 31, 2016 are:



|Fiscal year 2016-2017 |  | $ | 32,136 | 
|--------------------- |  | - | ------ | 
|Fiscal year 2017-2018 |  |   | 32,136 | 
|Fiscal year 2018-2019 |  |   | 29,458 | 
|Total                 |  | $ | 93,730 | 

F-41


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements




During 2013, the Company and one
of its surety principals entered into a contractual arrangement whereby the Company would hold collateral for use in paying future
claims and expenses and upon the Company’s determination that its liability had been fully extinguished, the company would
return the amount of the deposits less any paid claims or expenses. While the Company holds the collateral, the Company will pay
1.35% annual simple interest to the principal. The Company receives any appreciation and earnings in excess of the contractual
deposit, less payments, and interest paid to the principal. This deposit and the earning or expenses associated with the deposit
are included in the calculation of the Company’s investment income.



Note
Q – Financial Instruments



Fair Value

The following methods and assumptions
were used to estimate fair value of each class of financial instruments for which it is practicable to estimate that value:



Investment Securities

Fair values for investment securities
(U.S. Government, government agencies, government agency mortgage-backed securities, state and municipal securities, and equity
securities) held for investment purposes (available-for-sale) are based on quoted market prices or dealer quotes. If a quoted market
price is not available, fair value is estimated using quoted market prices for similar securities.



Other Financial Instruments

The carrying amount of cash, short-term
investments, receivables, prepaid expenses, short-term and demand notes payable, accounts payable, accrued expenses and other liabilities
approximate fair value because of the immediate or relatively short-term maturity of these financial instruments. Fair value of
term notes payable, including notes payable under the bridge-financing arrangement, were deemed to approximate their carrying value
based on the Company’s incremental borrowing rates for similar types of borrowings with maturities consistent with those
remaining for the debt being valued.



The carrying values and fair values
of the Company’s financial instruments at May 31, 2016 and 2015 are as follows:

F-42


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements








|                                          |  | 2016            |           | 2015      
|----------------------------------------- |  | --------------- | --------- | ----------
|                                          |  | Carrying Amount |           | Fair Value
|ASSETS                                    |  |                 |           |           
|Bonds available for sale                  |  | $               | 7,170,789 |           
|Cash and short-term investments           |  |                 | 663,562   |           
|Premiums and other receivables            |  |                 | (76,413   | )         
|Equity securities (including derivatives) |  |                 | 1,550,217 |           
|                                          |  |                 |           |           
|LIABILITIES                               |  |                 |           |           
|Notes payable                             |  |                 | 6,861,954 |           
|Accounts payable and advance premiums     |  |                 | 414,787   |           
|Accrued expenses and other liabilities    |  |                 | 3,274,094 |           





Note
R – Other Risks and Concentrations



Concentration of Credit Risk



As of May 31, 2016 the Company’s
investment securities of approximately $8,900,000 are comprised solely of mortgage-backed securities, fixed maturity municipal
bonds, equity investments, and money-market mutual funds that invest principally in obligations issued by the U.S government, its
agencies or instrumentalities. Such instruments are generally considered to be of the highest credit quality investment available.



The Company transacts the majority
of its business with three financial institutions, one for commercial banking services and the others for brokerage and custodial
services. Periodically, the amount on deposit in financial institutions providing commercial banking services exceeds federally
insured limits. Management believes these financial institutions are financially sound. With respect to the financial institutions
providing brokerage and custodial services, amounts on deposit are invested in money market funds that invest principally in obligations
issued by the U.S government, its agencies or instrumentalities.



Management believes that substantially
all receivables are collectible, and therefore has not established an allowance for estimated uncollectible accounts.



Concentration in Products,
Markets and Customers



The Company’s insurance subsidiary
currently writes only the surety line of business, is licensed to write surety only in West Virginia and Ohio and has focused its
primary efforts towards coal permit bonds. Such business, including investment advisory fees from managed collateral accounts,
accounted for approximately 66% and 54% of the Company’s

F-43


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


fiscal 2016 and 2015 revenues, respectively.
Furthermore, the Company provides surety bonds to companies that share common ownership interests that constitute 36% and 39% of
the Company’s fiscal 2016 and 2015 revenues, respectively, as follows:



|                  |  | 2016 |                | 2015
|----------------- |  | ---- | -------------- | ----
|                  |  |      | Surety Premium |     
|                  |  |      |                |     
|Customer group #1 |  | $    | 116,000        |     
|Customer group #2 |  |      | 190,000        |     
|Customer group #3 |  |      | 180,000        |     
|Customer group #4 |  |      | 205,000        |     
|Total             |  | $    | 691,000        |     





Note S – Segment Reporting



The Company has two reportable segments,
investment advisory services and surety insurance products and services. The following table presents revenue and other financial
information by industry segment.

F-44


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements








|                                             |  | Year Ended  
|-------------------------------------------- |  | ------------
|Industry Segment                             |  | May 31, 2016
|Revenues:                                    |  |             
|Investment advisory                          |  | $           
|Surety insurance                             |  |             
|Corporate                                    |  |             
|Total revenues                               |  | $           
|                                             |  |             
|Operating Income (Loss):                     |  |             
|Investment advisory                          |  | $           
|Surety insurance                             |  |             
|Corporate                                    |  |             
|Total operating income (loss)                |  | $           
|                                             |  |             
|Identifiable Assets:                         |  |             
|Investment advisory                          |  | $           
|Surety insurance                             |  |             
|Corporate                                    |  |             
|Total assets                                 |  | $           
|                                             |  |             
|Capital Acquisitions:                        |  |             
|Investment advisory                          |  | $           
|Surety insurance                             |  |             
|Corporate                                    |  |             
|Total capital acquisitions                   |  | $           
|                                             |  |             
|Depreciation Charged to Identifiable Assets: |  |             
|Investment advisory                          |  | $           
|Surety insurance                             |  |             
|Corporate                                    |  |             
|Total Depreciation                           |  | $           
|                                             |  |             
|Interest Expense:                            |  |             
|Investment advisory                          |  | $           
|Surety insurance                             |  |             
|Corporate                                    |  |             
|Total interest expense                       |  | $           







F-45


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements




Note T – Related Party Transactions



Borrowing and other transactions
of Largest Shareholder and CEO



For the past several years the Company’s
operating expenses were partially funded by advances from its largest shareholder and chief executive officer, John M. Jacobs.
The source of funding for these advances originated with obligations incurred by Mr. Jacobs with third parties (such obligations
together with the loans by Mr. Jacobs to the Company, “back-to-back loans”) with interest rates ranging from 6% to
12%. This amount is unsecured and payable on demand.



To assure that repayments of the
various borrowings by the Company that were either guaranteed by Mr. Jacobs or loaned to the Company by Mr. Jacobs via such back-to-back
loan arrangements did not result in a deemed loan to Mr. Jacobs, because Mr. Jacobs entered into an Assumption Agreement with the
Company. Pursuant to the assumption agreement Mr. Jacobs assumes, and agrees to hold the Company harmless from, principal of specified
indebtedness of the Company and to fully offset when necessary what might otherwise be deemed an advance of funds arising out of
the Company’s financing activities.



During fiscal 2016, advances to the
Company from Mr. Jacobs amounted to $1,088,758, and repayments to Mr. Jacobs amounted to $971,207. As of May 31, 2016, the balance
due from Mr. Jacobs was $515,488. The largest aggregate amount outstanding from Mr. Jacobs in fiscal 2016 was $549,143.



During fiscal 2015, advances to the
Company from Mr. Jacobs amounted to $1,008,717, and repayments to Mr. Jacobs amounted to $1,652,037. As of May 31, 2015, the balance
due from Mr. Jacobs was $633,039. The largest aggregate amount outstanding from Mr. Jacobs in fiscal 2015 was $666,262.



As of June 30, 2017, $22,500 was
owed to Mr. Jacobs by the Company.



The rate of interest on such amounts
due from and obligations due to Mr. Jacobs was 6% and 12% respectively for both the 2016 and 2015 fiscal years.



Other related parties



During the years ended May 31, 2016
and May 31, 2015, a company owned by a board member provided consulting services. This company provided services totaling $62,100
and $62,100 in 2016 and 2015. Amounts owed to this company at year end are treated as related party payables in the amounts $124,723
and $169,375 at May 31, 2016 and 2015 respectively.



During the year ended May 31, 2015,
the Company borrowed money from an individual that is a board member. Total amounts owed to this individual at May 31, 2016 consisted
of $75,000 in demand notes and $9,452 in accrued interest.



F-46


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements


During the year ended May 31, 2016,
an individual who holds secured notes payables from the Company, became a greater than 10% owner of outstanding common stock of
the Company. During the year ended May 31, 2016, the Company borrowed additional money from this individual and entities controlled
by this individual. Amounts owed to this individual (and the individual’s companies and relatives) at May 31, 2016 consisted
of $868,900 in demand notes, $1,387,573 in notes payable secured by FSC stock, and $14,621 in accrued interest. This individual
also arranged to purchase a 15.00% interest in First Surety Corporation for $1,500,000 through a combination of cash and a Promissory
Note for $1,250,000 secured by assignment of debt payable by the Company.
As of May 31, 2016, the purchase was not yet approved by the West Virginia Office of the Insurance Commissioner in compliance with
insurance regulations requiring approval when exceeding 10.00% ownership, and the sale was deferred until subsequent to year end. 
This sale also resulted in the issuance of 1,500,000 shares of common stock of the Company. As of May 31, 2016, the amounts receivable
from this individual amounted to $1,121,294.



Note U – Reinsurance



The Company limits the maximum net
loss that can arise from large risks by reinsuring (ceding) certain levels of such risk with reinsurers. Ceded reinsurance is treated
as the risk and liability of the assuming companies. The Company cedes insurance to other companies and these reinsurance contracts
do not relieve the Company from its obligations to policyholders.



Effective April 1, 2009, FSC entered
into a reinsurance agreement with various syndicates at Lloyd’s of London (“Reinsurer”) for its coal reclamation
surety bonding programs. The agreement has been renewed annually with the Reinsurer, with the most recent renewal effective April
1, 2017. The reinsurance agreement is an excess of loss contract which protects the Company against losses up to certain limits
over stipulated amounts and can be terminated by either party by written notice of at least 90 days prior to any July 1. The contract
calls for a premium rate of 35% subject to a minimum premium of $490,000. Deposits to the reinsurers are made quarterly in arrears
in equal amounts of $140,000. At May 31, 2016 and May 31, 2015, the Company had prepaid reinsurance premiums of $232,647 and $207,413
and ceded reinsurance deposited of $5,689 at May 31, 2015.



There were no ceded Loss and Loss Adjustment Expenses
for the years ended May 31, 2016 or 2015.



The effects of reinsurance on premium written and earned
for fiscal 2016 and 2015 are as follows;



| |        | 2016 Written |  | 2016 Earned |           | 2015 Written |  | 2015 Earned
| | ------ | ------------ |  | ----------- | --------- | ------------ |  | -----------
| | Direct |              |  | $           | 1,466,837 |              |  | $          
| | Ceded  |              |  |             | 453,587   |              |  |            
| | Net    |              |  | $           | 1,013,250 |              |  | $          
| |        |              |  |             |           |              |  |            





F-47


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements




Note V – Events Subsequent
to May 31, 2016



Subsequent
to May 31, 2016, the Company obtained various borrowings from individuals and businesses through June 30, 2017 totaling $361,538
at rates varying from 10% to 14%, which mature at various dates subsequent to this filing, and made repayments on notes in the
amount of $242,649. These borrowings, and the renewal of other borrowings, included no issuances of shares of its common stock
as additional consideration. Additionally, the Company obtained borrowings of $323,463 from its principal shareholder and chief
executive officer under a pre-approved financing arrangement bearing interest at the rate of 12% and made repayments totaling $351,332.
After taking into account the net accrued payroll owed, reimbursement of company expenses, and the personal assumption of Company
debt that is to be offset against these borrowings, the balance owed to the principal shareholder from the Company is $22,500 at
June 30, 2017.



The
Company elected to continue to defer payment of quarterly dividends on its Series A Preferred Stock, Series B Preferred Stock,
and Series C Preferred Stock with such accumulated accrued and unpaid dividends amounting to $1,350,832, $4,175,512 and $10,027,907
as of June 30, 2017.



On September 25, 2016 the Registrant
sold 15.00% interest in First Surety Corporation for $1,500,000 through a combination of cash and a Promissory Note secured by
assignment of debt payable by the Registrant. The purchase was approved by the West Virginia Office of the Insurance Commissioner
in compliance with insurance regulations requiring approval when exceeding 10.00% ownership.  The purchaser is also a Related
Party of the Registrant, exceeding 10% common stock ownership. This sale also resulted in the issuance of 1,500,000 shares of common
stock of the Company.



On
March 17, 2017 the Registrant sold 5.00% interest in First Surety Corporation for $500,000. This sale also resulted in the issuance
of 500,000 shares of common stock of the Company.

F-48


Jacobs Financial Group, Inc. Notes to Consolidated Financial Statements




Item 9.	CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



In connection with the audits for the years
ended May 31, 2016 and May 31, 2015, there have been no disagreements with independent accountants with respect to any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure.



Item 9A (T).  CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



In connection with the preparation of this
Annual Report on Form 10-K, an evaluation was carried out by JFG’s management, with the participation of JFG’s Chief
Executive Officer and Chief Financial Officer, of the effectiveness of JFG’s disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of May 31, 2013. Disclosure controls
and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time frames specified in SEC rules and forms and that such information
is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosures.



During the evaluation of disclosure controls
and procedures as of May 31, 2016, control deficiencies were identified that constitute a material weakness in internal control
over financial reporting. Such control deficiencies relate to the use of internally developed non-integrated accounting systems,
lack of internal review of account reconciliations, and lack of internal review of general journal entries, elimination entries
and the financial statement consolidation process. As a result, JFG’s Chief Executive Officer and Chief Financial Officer
concluded that as of May 31, 2016, JFG’s disclosure controls and procedures were ineffective. Changes will be considered
as additional financial resources and accounting staff become available.



Notwithstanding the above, JFG believes the
consolidated financial statements in this Annual Report on Form 10-K fairly present, in all material respects, JFG’s financial
condition as of May 31, 2016 and 2015, and the results of its operations and cash flows for the years ended May 31, 2016 and 2015
in conformity with U.S. generally accepted accounting principles (GAAP).



Management’s Report on Internal Control
Over Financial Reporting



Management of JFG is responsible for establishing
and maintaining adequate internal control over financial reporting. JFG’s internal control over financial reporting is a
process under the supervision of JFG’s Chief Executive Officer and Chief Financial Officer, designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of JFG’s financial statements for external
purposes in accordance with GAAP.



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are

26





subject to risk that controls may become inadequate
because of change in conditions, or the degree of compliance with the policies and procedures may deteriorate.



JFG management conducted an assessment of the
effectiveness of the Company’s internal control over financial reporting as of May 31, 2016. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
– Integrated Framework issued in 1992. Based on this assessment, management concluded that the Company’s internal control
over financial reporting was not effective as of May 31, 2016. A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material misstatement of our annual or interim financial statements
would not be prevented or detected.



JFG management identified control deficiencies
that, in the aggregate, constitute a material weakness in internal control over financial reporting as of May 31, 2016. Such control
deficiencies relate to the use of internally developed non-integrated accounting systems, lack of internal review of account reconciliations,
and lack of internal review of general journal entries, elimination entries and the financial statement consolidation process.



Changes are to be considered as additional
financial resources and accounting staff become available. Management believes that overall controls over financial reporting are
in place, but are not, at this time, sufficient to effectively mitigate this material weakness.



This annual report does not include an attestation
report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the company’s registered public accounting firm pursuant to exemption rules of the
Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.



Item 9B.  OTHER INFORMATION



None.































27





PART III



| | Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
| | -------- | -----------------------------------------------------



The directors and executive officers of the Company, their ages
and positions are as follows:



|Name                  | Age | Position                           
|--------------------- | --- | -----------------------------------
|                      |     |                                    
|John M. Jacobs        | 63  | President and CEO/CFO, Director    
|C. David Thomas       | 64  | Director                           
|Mario J. Marra        | 63  | Director                           
|Bradley W. Tuckwiller | 63  | Director                           
|Robert J. Kenney      | 69  | President, First Surety Corporation



John M. Jacobs



Mr. Jacobs is a Certified Public Accountant,
the founder of Jacobs & Co., a Registered Investment Advisor and is licensed as a property and casualty insurance agent in
twelve (12) states. Mr. Jacobs has served as a Director and President of both Jacobs & Co. and FS Investments, Inc. since their
inception. Prior to establishing Jacobs & Co., in 1988, Mr. Jacobs was a practicing public accountant for over thirteen years,
during which he was a managing partner of his accounting firm and a business and personal advisor to his clients. Mr. Jacobs has
served as a director and President of JFG since May 2001.



C. David Thomas



Mr. Thomas is a licensed resident insurance
agent in West Virginia and holds non-resident agent licenses in several other states. Mr. Thomas began his surety career in 1976
with United States Fidelity and Guaranty Company and served as the surety underwriter in the Charleston, WV branch office until
1979. At that time he joined George Friedlander & Company, a regional insurance agency based in Charleston, WV, where he presently
serves as Vice President and Manager of the Surety Department. Mr. Thomas is a shareholder and Director of George Friedlander &
Company. He has served as a Director of FS Investments, Inc. since its inception in December 1997, and has served as a director
of JFG since July 2002.



Mario J. Marra



Mr. Marra holds a Master’s in Business
Administration from the University of Findlay and is the production supervisor for the Bridgeport WV facility of a multinational
aerospace and building industries company where he has been employed since 1986. Mr. Marra joined the JFG board in June 2009.







28





Bradley W. Tuckwiller



Mr. Tuckwiller is a licensed resident insurance
agent in West Virginia. Mr. Tuckwiller served in various bank management and credit administration capacities for a small regional
bank based in West Virginia from 1977 through 2001, concluding as Executive Vice President. Mr. Tuckwiller is the owner of a consulting
firm, providing assistance in financial and regulatory compliance matters. He has served as a Director of Jacobs and Company since
January 2008, Director of First Surety Corporation since June 2010 and Director of JFG since June 2009.



Robert J. Kenney



Mr. Kenney joined
FSI and Jacobs & Co. in 2000, and is President of First Surety Corporation Mr. Kenney is a licensed resident insurance agent
in West Virginia and also holds Series 63 and 65 securities licenses. Prior to joining the Company Mr. Kenney had over 20 years’
experience in the oil and gas industry with Columbia Energy Group. With Columbia, Mr. Kenney held various positions in Treasury,
Human Resources, and Law Departments and served as both Manager of Risk Management and Special Projects Manager.

There are no family relationships among any of the Company’s
directors and executive officers.



During the past five years, there have been
no filings of petitions under federal bankruptcy laws or any state insolvency laws, by or against any business of which any director
or executive officer of the Company was a general partner or executive officer at the time or within two years before the time
of such filing.



During the past five years no director or executive
officer of the Company has been convicted in a criminal proceeding or been subject to a pending criminal proceeding.



During the past five years, no director or
executive officer of the Company has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or
vacated by a court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities.



During the past five years, no director or
executive officer of the Company has been found by a court of competent jurisdiction (in a civil action), the Commission or the
Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.



Code of Ethics



The Company adopted a Code of Business Conduct
and Ethics (“Code”) that applies to the Employees, Officers and Directors of Jacobs Financial Group, Inc., Triangle
Surety Agency, Inc. and First Surety Corporation on November 13, 2007. Further, the Code contains additional guidelines and standards
for the Company’s principal executive officer and senior financial officer. A copy of the Code of Business Conduct and Ethics
can be obtained, without charge, upon written request as follows:





29





Jacobs Financial Group, Inc.

Attn: Compliance Director

179 Summers Street, Suite 307

Charleston, WV 25301



Jacobs & Co., as an investment advisor,
has its own compliance policy that was revised and updated in September 2006 and is specifically designed to assure compliance
by Jacobs & Co. and its employees with the Investment Advisors Act of 1940 and the rules promulgated thereunder.



| | Item 11. | EXECUTIVE COMPENSATION
| | -------- | ----------------------



Summary Compensation Table



The following table sets forth the compensation
paid by the Company during the fiscal years ended May 31, 2016 and 2015 to the Principal Executive Officer and the most highly
compensated executive officers of the Company (the “Named Executive Officers”).

|Names and Principal Position | Year              | Salary
        ($)          | Bonus/Commissions
        ($)                                                                               | Stock
        Awards
        ($) | All
        Other
        Compensation
        ($) (1) | Total
        ($)            
|---------------------------- | ----------------- | --------------------------- | ----------------------------------------------------------------------------------------------------------- | -------------------------------- | ------------------------------------------------------ | -----------------------------
|John M. Jacobs, CEO          | 2016
        2015 | $150,000
        $150,000   | $      62,127
                                                                                $           - | $ -
        $ -                  | $    33,079
        $    29,494                        | $  245,206
        $ 179,494 
|Robert J. Kenney,            | 2016
        2015 | $  99,000
        $  99,000 | $ 16,200
        $ 16,200                                                                                   | $ -
        $ -                  | $ -
        $ -                                        | $  115,200
        $  115,200



| | (1) | Other compensation includes insurance premiums paid by the Registrant
on behalf of the named executive officer under verbal agreement with the Executive Officer.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------





Other Executive Compensation Plans



The Company has no plans that provide for the
payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified
defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined
contribution plans.



The Company has no contract, agreement, plan
or arrangement, whether written or unwritten, that provides for payment(s) to a named executive officer at, following, or in connection
with the resignation, retirement or other termination of a named executive officer, or a change in control of the Company or a
change in the named executive officer’s responsibilities following a change in control.



Director Compensation



Directors of JFG are not compensated for board meetings or other
duties as board members.



30





Non-employee board members of FSC, which include
some JFG board members, are compensated at the rate of $150 per meeting.



The following table sets forth compensation
received by non-employee directors for the fiscal year ended May 31, 2016.





|Name             |  | Fees Earned or Paid in Cash ($) |       | Total ($)
|---------------- |  | ------------------------------- | ----- | ---------
|Brad Tuckwiller  |  | $                               | 1,050 |          
|C. David Thomas  |  | $                               | 1,050 |          
|Timothy Maddox   |  | $                               | 900   |          
|Linda G. Aguilar |  | $                               | 900   |          





| | Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
| | -------- | ----------------------------------------------------------------------------------------------



The following tables set forth the beneficial
ownership of common stock of the Company as of September 30,2016 by (i) each person known by the Company to own more than 5% of
the Company’s common stock, (ii) each of the directors, (iii) the Named Executive Officers and (iv) all directors and executive
officers as a group. Unless otherwise noted, such persons have sole voting and investment power with respect to such shares.



|Authorized                               |                                | 490,000,000                |             |               
|---------------------------------------- | ------------------------------ | -------------------------- | ----------- | --------------
|                                         |                                | Amount
    and Nature of   |             |               
|                                         | Name
    and Address of        | Beneficial
    Ownership 1 |             | Percent
    of
|Title
    of Class                       | Beneficial
    Owner           |                            | Class
    2
|More
    than 5.00% Beneficial Ownership |                                |                           
|                                         |                                |                            |             |               
|Common                                   | John
    M. Jacobs             | 37,775,746                 | 3           | 9.77%         
|                                         | 179
    Summers St., Suite 307 |                            |             |               
|                                         | Charleston,
    WV  285301     |                            |             |               
|                                         |                                |                            |             |               
|Common                                   | Ungurean,
    Charles D.       | 51,489,338                 |             | 13.55%        
|                                         | 8400
    Dunsinane Drive       |                            |             |               
|                                         | Dublin,
    OH 43017           |                            |             |               
|                                         |                                |                            |             |               
|Common                                   | Fay
    S. Alexander           | 55,775,588                 | 4           | 14.60%        
|                                         | 6318
    Timarron Cove Lane    |                            |             |               
|                                         | Burke,
    VA  22015-4073      |                            |             |               

31







|                                                                                                |                                                     |            |   |       
|----------------------------------------------------------------------------------------------- | --------------------------------------------------- | ---------- | - | ------
|Common                                                                                          | Charles
    L. Stout                                | 67,779,527 | 5 | 17.84%
|                                                                                                | Post
    Office Box 4609                            |            |   |       
|                                                                                                | Bridgeport,
    WV 26330                            |            |   |       
|                                                                                                |                                                     |            |   |       
|Directors
        and Named Executive Officers                                                  |                                                     |           
|                                                                                                |                                                     |            |   |       
|                                                                                                | John
    M. Jacobs                                  | 37,775,746 | 3 | 9.77% 
|Common                                                                                          | 300
    Summers St. Suite 970                       |            |   |       
|                                                                                                | Charleston,
    WV  285301                          |            |   |       
|                                                                                                |                                                     |            |   |       
|                                                                                                | Robert
    J. Kenney                                | 5,150,000  | 6 | 1.36% 
|Common                                                                                          | 809
    Sherwood Drive                              |            |   |       
|                                                                                                | Charleston,
    WV  25314                           |            |   |       
|                                                                                                |                                                     |            |   |       
|                                                                                                | Mario
    J. Marra                                  | 989,795    | * | *     
|Common                                                                                          | 204
    Olive Street                                |            |   |       
|                                                                                                | Bridgeport,
    WV 26330                            |            |   |       
|                                                                                                |                                                     |            |   |       
|                                                                                                | C.
    David Thomas                                 | 917,295    | * | *     
|Common                                                                                          | P.
    O., Box 5157                                 |            |   |       
|                                                                                                | Charleston,
    WV  25361                           |            |   |       
|                                                                                                |                                                     |            |   |       
|                                                                                                | Bradley
    W. Tuckwiller                           | 4,869,152  | 7 | 1.28% 
|Common                                                                                          | P
    O Box 1294                                    |            |   |       
|                                                                                                | Lewisburg,
    WV 24901                             |            |   |       
|                                                                                                |                                                     |            |   |       
|Common                                                                                          | All
    Directors and Executive Officers as a Group | 49,701,988 |   | 16.18%
|                                                                                                |                                                     |            |   |       
|                                                                                                |                                                     |            |   |       
|                                                                                                |                                                     |            |   |       
|*   Represents
    beneficial ownership of less than one percent of the Company’s common stock.
|                                                                                                |                                                     |            |   |       

32







|1)Beneficial ownership is determined in accordance with the rules of the Securities Exchange Commission and generally
    includes voting or investment power with respect to securities.  Shares of common stock issuable upon the exercise
    of options or warrants currently exercisable within 60 days of September 30, 2016 are deemed outstanding for computing the
    percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage
    ownership of any other person.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2) 
    Based on 379,408,263 shares of common stock issued and outstanding as of September 30, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3)
    Includes 12,233,044 shares of common stock held in the name of FS Limited Partnership (“FSLP”) of which Mr. Jacobs
    is the sole general partner.  Mr. Jacobs has the power to vote and to direct the voting of and the power to dispose
    and direct the disposition of the shares beneficially owned by FSLP.  Includes 785,000 shares of common stock held
    in the name of JF Limited Partnership (“JFLP”) of which Mr. Jacobs is the sole general partner.  Mr.
    Jacobs has the power to vote and to direct the voting of and the power to dispose and direct the disposition of the shares
    beneficially owned by JFLP.  Includes 5,193,416 shares held in joint tenancy with spouse, Kathleen M. Jacobs.  Includes
    the right to convert Series C Preferred Stock holdings to 6,733,340 shares of common stock exercisable within 60 days of September
    30,2016.  John M. Jacobs is the CEO and a member of the board of directors for the Registrant.
|4)Includes
    47,557,786 shares of common stock held in the name of Graphite Investment, LLC (“Graphite”) and 4,841,761 shares
    held in the name of Southall Management Corporation (“Southall”) of which Fay S. Alexander is President (both
    entities).  Includes the right to convert Series B Preferred Stock holdings of Graphite and Southall to 2,141,341
    shares of common stock exercisable within 60 days of September 30,2016.  Includes 1,214,700 shares held in joint
    tenancy with spouse, Dan C. Alexander.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5)Includes
    12,500,000 shares of common stock held in joint tenancy with spouse, Marilyn Stout. Includes 55,279,527 common shares held
    in the name of Applied Mechanics Corporation of which Mr. Stout is President and 100% shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6) Includes
    75,000 shares of common stock held in joint tenancy with spouse, Lee Anne Kenney.  Includes 335,000 shares of common
    stock held in the Individual Retirement Account (“IRA”) of Robert J. Kenney.  Includes 510,000 shares
    of common stock held in the Individual Retirement Account (“IRA”) of spouse, Lee Anne Kenney.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7) Includes
    75,000 shares of common stock held in joint tenancy with Lynn D. Tuckwiller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      







33





| | Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
| | -------- | ------------------------------------------------------------------------



For the past
several years the Company’s operating expenses were partially funded by advances from its largest shareholder and chief executive
officer, John M. Jacobs. The source of funding for these advances originated with obligations incurred by Mr. Jacobs with third
parties (such obligations together with the loans by Mr. Jacobs to the Company, “back-to-back loans”) with
interest rates ranging from 6% to 12%.



To assure that repayments of the various borrowings
by the Company that were either guaranteed by Mr. Jacobs or loaned to the Company by Mr. Jacobs via such back-to-back loan arrangements
did not result in a deemed loan to Mr. Jacobs, Mr. Jacobs entered into an Assumption Agreement with the Company, pursuant to which
Mr. Jacobs assumes and agrees to hold the Company harmless from principal of specified indebtedness of the Company as and when
necessary to fully offset what might otherwise be deemed an advance of funds arising out of the Company’s financing activities.



During fiscal 2016, advances to the Company
from Mr. Jacobs amounted to $1,088,758, and repayments to Mr. Jacobs amounted to $971,207. As of May 31, 2016, the balance due
to the Company from Mr. Jacobs was $515,488. The largest aggregate amount outstanding from Mr. Jacobs in fiscal 2016 was $549,143.



During fiscal 2015, advances to the Company
from Mr. Jacobs amounted to $1,008,717 and repayments to Mr. Jacobs amounted to $1,652,037. As of May 31, 2015, the balance due
to Mr. Jacobs from the Company was $633,039. The largest aggregate amount outstanding to Mr. Jacobs in fiscal 2015 was $666,262.



The rate of interest on such amounts due from
and obligations due to Mr. Jacobs was 6% and 12% respectively for both the 2016 and 2015 fiscal years.



As of June 30, 2017, $22,500 was owed to Mr.
Jacobs by the Company.



Director’s Independence



The board of directors is comprised of four
members, John M. Jacobs, Bradley W. Tuckwiller, Mario J. Marra and C. David Thomas. Mr. John M. Jacobs, who serves as Chief Executive
Officer for the Company and Bradley W Tuckwiller, who is owed fees for consulting services, are not independent within the meaning
of The Nasdaq Stock Market, Inc. listing standards.



There were no transactions, relationships or
arrangements with Mr. Marra or Mr. Thomas that would affect their independence.











34





| | Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
| | -------- | --------------------------------------



Our independent registered public accounting
firm, EKS&H LLLP, billed $60,000 and $55,000 for their audits of our financial statements for the fiscal years ended May 31,
2016 audit 2015, respectively.  The firm did not provide any audit-related, tax or non-audit services for either fiscal 2014
or 2013.



We do not have an audit committee and as a result our board of directors
performs the duties of an audit committee.  Our board of directors evaluates the scope and cost of the engagement of an auditor
before the auditor renders any audit or non-audit services.

35





PART IV



| | Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| | -------- | ---------------------------------------



(a)(1) The following financial statements are included in response
to Item 8 herein:



|                                                                                                 |  | Page
|------------------------------------------------------------------------------------------------ |  | ----
|Report of Independent Registered Public Accounting Firm                                          |  | F-2 
|                                                                                                 |  |     
|Financial Statements                                                                             |  |     
|                                                                                                 |  |     
|Consolidated Balance Sheets                                                                      |  | F-3 
|Consolidated Statements of Operations                                                            |  | F-4 
|Consolidated Statements of Comprehensive Loss                                                    |  | F-5 
|Consolidated Statements of Cash Flows                                                            |  | F-6 
|Consolidated Statements of Series A Redeemable Preferred Stock and Stockholders Equity (Deficit) |  | F-7 
|Notes to Consolidated Financial Statements                                                       |  | F-8 
|                                                                                                 |  |     
|                                                                                                 |  |     

(b) The following exhibits are filed as a part of this Annual Report.



Exhibits



|2.1  | Agreement and Plan of Merger dated as of May 18, 2001 by and among NELX, Inc., FSI Acquisition Corp. and FS Investments, Inc. (1)           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------
|2.2  | Agreement and Plan of Merger dated as of May 18, 2001 by and among NELX, Inc., J&C Acquisition Corp. and Jacobs & Company (1)               
|2.3  | Agreement and Plan of Merger dated as of  December 8, 2006 by and among NELX, Inc. and Jacobs Financial Group, Inc. (2)                     
|3.1  | Company’s Articles of Incorporation (3)                                                                                                     
|3.2  | Company’s By-laws (3)                                                                                                                       
|3.3  | Certificate of the Designations, Powers, Preferences and Rights of Series A Preferred Stock of Jacobs Financial Group (3)                   
|3.4  | Certificate of the Designations, Powers, Preferences and Rights of Series B Preferred Stock of Jacobs Financial Group (3)                   
|4.1  | Certificate of the Designations, Powers, Preferences and Rights of Series A Preferred Stock of Jacobs Financial Group (3)                   
|4.2  | Certificate of the Designations, Powers, Preferences and Rights of Series B Preferred Stock of Jacobs Financial Group (3)                   
|10.1 | Stock Purchase Agreement with National Indemnity Company to purchase Unione Italiana Insurance Company of America dated August 20, 2008 (11)
|10.2 | Engagement Agreement between Friedman, Billings, Ramsey & Co., Inc. and Jacobs Financial Group, Inc. dated December 5, 2007 (7) (9)         
|10.3 | Agreement to acquire by merger Reclamation Surety Holding, Inc. (5) (6) (10)                                                                
|21.1 | Subsidiaries of the Registrant                                                                                                              
|31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) promulgated under the Securities Exchange Act of 1934         

36







|31.2    | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) promulgated under the Securities Exchange Act of 1934              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------
|32.1    | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2    | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|99.1    | Form of Subscription Agreement and Promissory Note (4)                                                                                           
|99.2    | Form of Amended Subscription Agreement and Promissory Note (8)                                                                                   
|99.3    | Form of Subscription Agreement and Promissory Note (Second Round) (8)                                                                            
|101.INS | XBRL Instance Document (16)                                                                                                                      
|101.SCH | XBRL Taxonomy Extension Schema Document (16)                                                                                                     
|101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (16)                                                                                       
|101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (16)                                                                                        
|101.LAB | XBRL Taxonomy Extension Label Linkbase Document (16)                                                                                             
|101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (16)                                                                                      
|        | (1)                                                                                                                                              
|        | (2)                                                                                                                                              
|        | (3)                                                                                                                                              
|        | (4)                                                                                                                                              
|        | (5)                                                                                                                                              
|        | (6)                                                                                                                                              
|        | (7)                                                                                                                                              
|        | (8)                                                                                                                                              
|        | (9)                                                                                                                                              
|        | (10)                                                                                                                                             
|        | (11)                                                                                                                                             
|        | (12)                                                                                                                                             
|        | (13)                                                                                                                                             
|        | (14)                                                                                                                                             
|        | (15)                                                                                                                                             
|        | (16)                                                                                                                                             





37





SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Jacobs Financial Group, Inc.



Dated: June 30, 2017	By:/s/ John M. Jacobs



John M. Jacobs

President and CEO

Director





SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Dated: June 30, 2017: 	By: ___/s/ John M. Jacobs_________________________

John M. Jacobs

President and CEO

Director





Dated: June 30, 2017: 	By: ___/s/ John M. Jacobs________________________

John M. Jacobs

Chief Financial Officer







Dated: June 30, 2017: 	By: ___/s/ Mario J. Marra_________________________

Mario J. Marra

Director





Dated: June 30, 2017: 	By: ___/s/ C. David Thomas_________________________

C. David Thomas

Director





Dated: June 30, 2017: 	By: ___/s/ Bradley W. Tuckwiller_____________________

Bradley W. Tuckwiller

Director



38