UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB

(Mark One)

þ		ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                             to                                            

Commission file number 001-13753

FirstPlus Financial Group, Inc.

(Name of Small Business Issuer in Its Charter)

(972) 717 -7969

(Issuer’s Telephone Number)

Securities registered under Section 12(b) of the Exchange Act: None

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

Common Stock, par value $0.01 per share

(Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  o

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  þ

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

Issuer’s revenues for its most recent fiscal year: $18,508,592.00

Aggregate market value of the voting common stock held by non-affiliates based on the weighted average bid and asked price of such common stock on 03/31, 2008: $0.15

As of 03/31, 2008, there were 49,245,090 shares of the issuer’s common equity outstanding.

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

 

 

Table of Contents

				Page
PART I					2
Item 1.		Description of Business			2
Item 2.		Description of Property			14
Item 3.		Legal Proceedings			14
Item 4.		Submission of Matters to a Vote of Security Holders			15
PART II					17
Item 5.		Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities			17
Item 6.		Management’s Discussion and Analysis or Plan of Operation			17
Item 7.		Financial Statements			21
Item 8.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			21
Item 8A(T).		Controls and Procedures			21
Item 8B.		Other Information			22
PART III					23
Item 9.		Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange Act			23
Item 10.		Executive Compensation			25
Item 11.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			29
Item 12.		Certain Relationships and Related Transactions, and Director Independence			30
Item 13.		Exhibits			31
Item 14.		Principal Accountant Fees and Services			31

PART I

Introductory Note

Forward Looking Statements

     References in this Annual Report on Form 10-K to “us”, “we”, “our” and the “Company” refer to FirstPlus Financial Group, Inc. and its subsidiaries, where applicable. This Annual Report on Form 10-KSB contains forward-looking statements within the meaning of the “safe harbor” provisions under Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking terminology includes the words “may,” “expects,” “believes,” “anticipates,” “intends,” “projects” or similar terms, variations of such terms or the negative of such terms. These forward-looking statements are based upon the Company’s current expectations and are subject to factors and uncertainties which could cause actual results to differ materially from those described in such forward-looking statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this report to reflect any change in its expectations or any changes in events, conditions or circumstances on which any forward-looking statement is based.

     This Annual Report on Form 10-KSB contains forward-looking statements, including statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans and (e) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis, Plan of Operations and or “Description of Business,” as well as in this Annual Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur.

Item 1. Description of Business.

Business Operations

     The Company is a diversified company that provides commercial loan, auto loan, consumer lending, real estate holding, residential and commercial restoration, facility (janitorial) care, and construction management services. The Company recently completed a series of acquisitions designed to provide significant growth potential and create value for the Company’s shareholders and employees.

     The Company has three direct subsidiaries, Rutgers Investment Group, Inc. (“Rutgers Investment”), FirstPlus Enterprises, Inc. (“FirstPlus Enterprises”) and FirstPlus Development Company (“FirstPlus Development”). FirstPlus Enterprises in turn has four of its own direct subsidiaries, Olé Auto Group, Inc. (“Ole Auto Group”), FirstPlus Restoration Co., LLC (“FirstPlus Restoration”), FirstPlus Facility Services Co., LLC (“FirstPlus Facility”), and Velia Charters, Inc. (“Velia Charters”). FirstPlus Restoration and FirstPlus Facility jointly own FirstPlus Restoration & Facility Services Company (“FirstPlus R&F”). FirstPlus Development has its own direct subsidiary, FirstPlus Acquisitions-1, Inc. (“FirstPlus Acquisitions”). The operational aspects of the material subsidiaries are set forth below.

FIRSTPLUS FINANCIAL GROUP, INC. Rutgers Investment Group, Inc. A WHOLLY OWNED SUBSIDIARY OF FIRST PLUS FINANCIAL GROUP, INC. FIRSTPLUS DEVELOPMENT EXCELLENCE IN MODERN DEVELOPMENT INDUSTRY A WHOLLY OWNED SUBSIDIARY OF FIRSTPLUS FINANCIAL GROUP, INC. FIRSTPLUS ENTERPRISES A WHOLLY OWNED SUBSIDIARY OF FIRSTPLUS FINANCIAL GROUP, INC. FIRSTPLUS ACQUISITIONS 1 INC A WHOLLY OWNED SUBSIDIARY OF FIRSTPLUS DEVELOPMENT, INC. FIRSTPLUS FINANCIAL GROUP, INC. OLE Auto A FIRSTPLUS FINANCIAL GROUP COMPANY. A WHOLLY OWNED SUBSIDIARY OF FIRSTPLUS ENTERPRISES. FIRSTPLUS RESTORATION, LLC FIRSTPLUS FACILITY SERVICES, LLC FIRST CLASS SERVICE A WHOLLY OWNED SUBSIDIARY OF FIRSTPLUS ENTERPRISES. A FIRSTPLUS FINANCIAL GROUP COMPANY. CHARTERS VELIA Inc. 1ST FIRSTPLUS RESTORATION & FACILITY SERVICES Restoration & Facility Services, LLC (Master Franchisor)

      Rutgers Investment

     Rutgers Investment operates chiefly in the commercial and residential loan sector by providing financial advisory services and capital for small and middle market companies, i.e., those with annual sales over $500,000. In this regard, Rutgers offers various business funding programs with lines of credit between $50,000 and $25 million. These programs include loans (term, bridge, real estate, line of credit), financing (equipment, machinery, purchase order, accounts receivable), sale-leasebacks of existing machinery, new leases, mergers and leveraged buyouts. In

marketing these financial solutions, Rutgers Investment focuses on businesses that are less attractive to conventional banking institutions, as well as those in the medical and construction industries. Rutgers Investment accepts a variety of collateral as consideration, including commercial accounts receivable, machinery and equipment, inventory, real estate, and liquid securities. Once Rutgers Investment receives a completed client financial package, it generally can process loan approval within seven to 14 business days. In addition, Rutgers Investment offers through its brokerage business residential loans for first mortgages, second mortgages and credit lines and provides some brokerage services for consumer loans. Rutgers Investment has offices in Texas and Pennsylvania (having recently closed its Staten Island, NY office as of 2-1-2008) and is in the process of becoming licensed to do business in a number of geographically dispersed states. Additionally, Rutgers Investment has hired Herb Thomas Law for the purpose of procuring mortgage banker licensing. Rutgers Investment is in the process of becoming a licensed mortgage banker in 48 states.

     The firm’s target market strategy has typically been focused on the borrower with a credit score on the lower end of the credit score spectrum seeking to refinance for improved terms and debt consolidation. We then utilize our technologies and experience to get that borrower approved on a FNMA (“Fannie Mae”), FHLMC (“Freddie Mac”) or FHA programs for which they might not know they qualify. The result is a higher yielding loan.

     Rutgers Investment’s offices have a focus on business development and commercial lending. Rutgers Investment also specializes in construction loans, residential first and second mortgages, as well as business lines of credit

     Rutgers Investment and HomeLoanAdvisors.com (“HLA”) entered into an oursourced mortgage processing snd fulfillment services agreement effective December 31, 2007. The relationship was severed as of March 14, 2008, when notice of termination was issued to HLA.

     On December 31, 2007, Rutgers Investment (the “Pledgor”) entered into a Collateral Pledge Agreement with FirstPlus Financial Group, Inc. (the “Secured Party”). In consideration of the issuance of ten million (10,000,000) common shares of FirstPlus capital stock, Rutgers Investment as borrower has agreed to pay FirstPlus as lender the principal sum of $1 million as well as interest on the principal, payable on demand at any time after the first anniversary date of the subordinated debenture (i.e., the” Note”).

      FirstPlus Enterprises

     FirstPlus Enterprises seeks to acquire established companies as well as newer, developing companies, or financially distressed companies in need of resources and direction to realize their business goals in the following industries: waste management, direct mail wholesale, retail healthcare products, residential and commercial cleaning, residential and commercial construction, commercial printing, transportation and manufacturing, in the United States as well as internationally. Our personnel and outside consultants are skilled in the areas of operations and finance, disciplines vital to the success of these acquisitions.

     In the third quarter of 2007, FirstPlus Enterprises completed multiple acquisitions. The acquisition of Globalnet Enterprises and its wholly owned subsidiaries , Globalnet Restoration, Facility Services, and Development produced two of Enterprises’ current holdings. Further, it produced the addition of FirstPlus Restoration & Facility, a wholly owned subsidiary of FirstPlus Restoration and FirstPlus Facility Services to the list of FirstPlus Enterprises holdings. Additionally, FirstPlus Enterprises took control of the Olé Auto Group and added the automobile seller to its holding portfolio.

      Olé Auto Group

     Olé Auto Group, a wholly owned subsidiary of FirstPlus Enterprises, is active in the Buy Here-Pay Here segment of the used automobile market, which accommodates customers with limited or damaged credit histories. In some cases, Olé Auto Group directly finances the sales of used automobiles and, due to the sub-prime status of its borrowers, is able to charge above-market interest rates. As of year-end, Olé Auto Group had three used car dealerships in Texas. In the fourth quarter of 2007, Olé Auto Group acquired a reconditioning center to detail, inspect, and restore automobiles purchased at auction and to support Olé Auto Group’s existing dealerships.

     Ole Auto Group’s corporate headquarters is located in Irving, Texas.

      FirstPlus Restoration

     FirstPlus Restoration, a wholly owned subsidiary of FirstPlus Enterprises, is a restoration company providing nationwide first class customer service to residential, commercial and industrial property owners who have sustained a hardship related to a fire, water, smoke, mold or wind damage occurrence.

     FirstPlus Restoration’s use of state of the art radio tracking equipment provides First Plus Restoration the ability to monitor and track all emergency calls 24 hours a day, seven days a week. FirstPlus Restoration uses several technologies in its restoration services. Infrared camera technology detects water leakage as well as post- flood and fire damage; infrared thermographic inspection provides a non-invasive means of monitoring and diagnosing building conditions; and Cold Jet dry ice blasting technology allows for non-abrasive surface cleaning.

     Once on scene, one of many emergency service technicians are able to conduct a variety of emergency services including but not limited to: board up service, structural drying, debris removal, water extraction, sewage clean-up, mold remediation, smoke & odor removal and contents pack out and inventory. FirstPlus Restoration’s strength is contributed to by two major elements: (1) first on scene and (2) performing quickly and efficiently while maintaining a peace of mind for the property owner; hence our slogan “Restoring Properties. Restoring Lives. ”

     FirstPlus Restoration also utilizes a training facility for its employees and contractors consisting of a technologically advanced classroom , as well as simulated job-site locations for on the job training.

     Before restoration and prior to removing damaged interior materials, FirstPlus Restoration contracts with insurance companies. The business of FirstPlus Restoration depends to a large extent on its relationship with insurance carriers and insurance adjusters. In addition, through its toll-free telephone number, FirstPlus Restoration provides customer service 24 hours a day, seven days a week. FirstPlus Restoration services customers in Maryland, Delaware, New Jersey, Pennsylvania, Florida, and New York.

     On December 31, 2007, FirstPlus Restoration acquired the assets of American Insurance Restoration.

      FirstPlus Facility

     FirstPlus Facility, a wholly owned subsidiary of FirstPlus Enterprises, is a national facility care provider (janitorial) for industrial, commercial and residential facilities that occupy both interior and exterior environments. Restorative services include general cleaning (from heavy-duty to detail cleaning), floor care, construction clean-up, transitional store cleaning, commercial kitchen cleaning and light bulb replacement. Specific to residential properties, FirstPlus Facility provides post-residential clean-up and move-in/move-out cleaning services. FirstPlus Facility also provides clean-up services required because of fire, flood or national disaster. Similar to FirstPlus Restoration, FirstPlus Facility offers 24 hour a day, seven day a week customer service through its toll-free telephone number. FirstPlus Facility directly services customers in Maryland, Delaware, New Jersey, Pennsylvania and New York. In addition, FirstPlus Facility has a contract management program that allows for the servicing of national contracts through the use of various sub-contractors that are used to perform services. The use of subcontractors enables FirstPlus Facility to expand its area of service to a larger geographical region and provides a larger labor pool to draw from. The subcontractors are monitored by our operations manager, and carry their own insurance, based on our requirements.

     The largest part of FirstPlus Facility’s income is based on re-occurring monthly contracts for a minimum of one year per contract. Some income is derived from “one-time cleaning,” i.e., construction clean-ups.

      FirstPlus Restoration & Facility (FirstPlus R&F)

     FirstPlus R&F, a wholly owned subsidiary of FirstPlus Restoration and FirstPlus Facility, is planned to be a franchisor providing the right to own and operate a single business that provides emergency restoration and commercial cleaning services, as well as janitorial and building maintenance services.

     It is anticipated that franchises will start to be sold during 2008. Buying a franchise enables the franchisee to offer and provide emergency restoration and cleaning services related to fire damage, water damage and mold contamination, as well as janitorial and building maintenance services under certain proprietary marks.

     In order to train potential franchisees, FirstPlus R&F has built a world-class training facility consisting of a learning center, as well as simulated job-site locations for on the job styles of training. This same facility is also utilized by FirstPlus Restoration and FirstPlus Facility for training purposes. This facility is currently under review to obtain a Institute of Inspection, Cleaning and Restoration and Certification (IICRC) approved school status. FirstPlus R&F will have the ability to train franchisees on operating procedures as well as offer them certifications in industry related courses and offer continuing education. The facility also contains a one thousand square foot home that can be saturated with 1500-2000 gallons of water for instruction on how to use the most up to date technology to dry the entire structure without having to remove any building material. This type of facility is one of six located in the United States and one of nine in the world and will put us in the forefront of what we can offer to franchisees relative to training.

      FirstPlus Development

     FirstPlus Development is a first tier wholly owned subsidiary of FirstPlus Financial Group serving as a general contractor and construction manager, with its principal office in Philadelphia, Pennsylvania. Additionally, FirstPlus Development is licensed to do business in New York, New Jersey, Delaware, Texas, Florida, Maryland, and Louisiana.

     FirstPlus Development utilizes a state of the art estimating system, approved by most national insurance carriers, that permits us to bid on additional projects for a variety of industries, that otherwise may not have been available to us.

     FirstPlus Development’s current operation has expanded from moderate size alterations and single family homes to large scale alterations and design build residential, commercial and industrial projects for private developers and municipalities. Our new headquarters (designed and built in house) is a state of the art facility that has created an atmosphere resulting in maximum efficiency, as well enhanced project quality control.

     To date, FirstPlus Development has completed a number of residential and commercial projects, including a design-build renovation and expansion in Bethany Beach, Delaware, new modular homes in Dover and Elsmere, Delaware and a renovation to a National Landmark Theatre in Philadelphia. We are currently working on four Assisted Living Facilities, for a National Chain, located in New Jersey.

      FirstPlus Acquisitions-1, Inc.

     FirstPlus Acquisitions-1 is chiefly a real estate holding company and property management firm; the firm acquires real estate for leasing and investment purposes as well as for use by FirstPlus subsidiaries. FirstPlusAcquisitions provides the FirstPlus Group and, more specifically, FirstPlus Development with the ability to acquire real estate and protect it from the trades associated with major construction. The company serves to reduce the liability of the other subsidiaries by limiting the exposure associated with the owning of real estate to this particular entity. FirstPlus Acquisitions currently holds properties used for the benefit of Ole Auto Group.

      The Premier Group, LLC

     The Premier Group, LLC, a Florida limited liability company (the “Company”) formed in 2007, was established in order to satisfy a vital service in a $32 billion industry — that is, insurance adjusting. The Company was built on the acquisition of AGPA Adjusters, Inc., in business since 1995. The Premier Group operates in an industry which has undergone major growth in recent years due largely to national tragedies such as Hurricane

Katrina. Projections of active hurricane seasons covering the next ten years reveal the ever-increasing need for qualified public adjusters.

     A typical Premier Group client is one which has undergone damage to a residential or commercial property and must process a claim with their insurance underwriter. Highly experienced in the business and sensitive to client needs, The Premier Group insures that its clients receive the necessary attention to handle claims quickly while receiving the maximum amount of the settlement. The Premier Group’s objective is to inform the public of their services and ensure that each settlement is processed accurately and fairly.

     Since its inception in 2007, The Premier Group, LLC has become licensed, bonded and fully operational in South Florida as well as Pennsylvania. The Company plans to expand services in the near future to include Central and Northern Florida by November 2008; licensing has been also initiated in order to expand the Company’s services to New Jersey, Delaware, New York, and Maryland.

Principal Customers

     The Company’s subsidiaries have a variety of customers and do not rely on any single “model” customer.

Growth Strategy

     One of the Company’s strategies for growth is to acquire businesses or technologies, and/or financially distressed companies that complement or enhance our existing operations and otherwise provide significant growth potential and create value for the Company’s shareholders and employees.

     In November 2006, the Company formed the Olé Auto Group in order to enter the “Buy-Here Pay-Here” auto finance industry and acquired a pool of motor vehicle retail installment sale contracts and security agreements. Initially, Olé Auto Group opened used auto dealership operations in the Dallas-Fort Worth area and purchased cars and offered financing to its customers, typically marketing to customers with limited credit history or past credit problems.

     In July 2007, Rutgers Investment entered into a definitive purchase agreement with Rutgers Investment Investment Group, LLC (“RIG”), and Learned Associates of North America, LLC, Seven Hills Management, LLC and Peter S. Fox, the members of RIG, to purchase substantially all of RIG’s assets related to its commercial and consumer lending business. The transactions were consummated simultaneously. The purchase price consisted of a cash payment of $1,825,000 and 500,000 shares of common stock of the Company, the closing price of which on Friday, July 20, 2007 was $0.18 per share. Rutgers Investment also agreed to assume certain specified liabilities of RIG.

     In July 2007, First Plus Enterprises, Inc. and First Plus Development Company, both wholly-owned subsidiaries of the Company, entered into a definitive purchase agreement with Globalnet Enterprises, LLC, and its members: Learned Associates of North America, LLC, Seven Hills Management, LLC, Diversified Development LLC and Ajax Baron, LLC, to purchase all of the limited liability company interests of Globalnet Development Co., LLC , Globalnet Facility Services Co., LLC and Globalnet Restoration Co., LLC. The transactions were consummated simultaneously. The purchase price consisted of a cash payment of $4,540,000 ($3,045,000 of which was paid at closing and the balance of which is payable on the second anniversary of closing) and 1,100,000 shares of common stock of the Company, the closing price of which on Friday, July 27, 2007 was $0.17 per share.

Business History

     The Company was incorporated in 1994 in the State of Nevada and was a diversified consumer finance company that originated, serviced, and sold consumer finance receivables. The Company operated through various subsidiaries until 1998 when macroeconomic factors adversely affected financial markets and largely destroyed the industry’s access to the capital markets. Without access to working capital, the Company’s ability to provide consumer-based products evaporated and, like virtually all its competitors, it saw its business liquidated to satisfy obligations. The Company’s principal operating subsidiary, FIRSTPLUS Financial, Inc. (“FPFI”), engaged in the business of originating, purchasing, marketing and servicing home equity loans. Prior to the collapse of the financial markets, its primary loan product was a credit consolidation or home improvement loan, which was generally secured by a second lien on real property (commonly referred to as a “high loan to value” or “HLTV” loan). In March 1999, two wholly-owned subsidiaries then owned by the Company, including FPFI, filed for reorganization under Chapter 11 of the United States Bankruptcy Code. Neither the Company, nor any of its other subsidiaries, sought bankruptcy protection.

     FPFI’s plan of reorganization was confirmed on April 7, 2000 by the United States Bankruptcy Court, Northern District of Texas, Dallas Division. The plan of reorganization provided for the creation of the FPFI Creditor Trust (the “Creditor Trust”) to facilitate implementation of the plan of reorganization, to hold trust assets for the benefit of the beneficiaries, to resolve claims, to make distributions in accordance with the plan of reorganization and to provide various administrative services related to the Creditor Trust and the implementation of the plan of reorganization. Under the plan of reorganization, the Company was to own FPFI but could not transfer its interest in FPFI until the Creditor Trust terminates. The Company has no interest in FPFI or the Creditor Trust’s assets other than its interest in the Intercompany Claim.

     In the plan of reorganization, the Company was able to resolve many of its own creditor claims through the plan of reorganization. In addition, the Company received a general unsecured claim defined in the plan of reorganization (the “Intercompany Claim”) to be in an amount that was not to be less than $50 million. This amount was eventually quantified at $65 million. By being a holder of the Intercompany Claim, the Company became a beneficiary of the Creditor Trust. Under the plan of reorganization, the Company would only receive distributions as a beneficiary of the Creditor Trust from payments on the Intercompany Claim based on a previous series of securitized loan pools that had been sold in the marketplace. At that time, the amount and timing of cash flow from residuals were completely unknown. The Company has no operations with respect to, or any control over, the securitized loans.

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

     The Company has agreed to pay 1.86% of the distributions it receives, up to an aggregate amount of $931,000, on the FPFG Intercompany Claim to Thaxton Investment Corporation (“Thaxton”). The amounts payable to Thaxton are based on a settlement of disputes concerning the purchase price paid by Thaxton to FirstPlus Consumer Finance, Inc. (“Consumer Finance”), then a subsidiary of the Company, pursuant to the sale of all of the assets of Consumer Finance to Thaxton in 1999. The Company has previously discussed with other creditors settlement of various claims by assignment of portions of the FPFG Intercompany Claim. For example, the Company had agreed to assign a 7.6% interest in the distributions to its former landlord in connection with amendments to the Company’s then existing lease for its executive and administrative offices. However, negotiations with this landlord and other parties have been dormant in recent years. There is no assurance that these parties will not assert claims in excess of the Company’s current estimate of the value of these claims or that there are no additional parties who may assert claims with respect to the FPFG Intercompany Claim.

Seasonality

     Olé Auto Group may experience seasonality as a consequence of decreased demand for automobiles during summer and year-end vacation and holiday periods. The business of FirstPlus Restoration may vary significantly depending on the occurrence of events creating the need for restoration services. FirstPlus Development’s level of business may vary substantially depending on weather conditions. Seasonal variations do not normally have a material adverse effect on the Company’s other subsidiaries.

Competition

      Rutgers Investment

     Rutgers Investment encounters intense competition from other entities having similar business objectives. Many of these entities are well established and have extensive experience identifying and effecting business opportunities directly or through affiliates. Many of these competitors possess greater technical, human and other resources than Rutgers Investment and its financial resources will be relatively limited when contrasted with those of many of these competitors. While Rutgers Investment believes there are numerous potential business opportunities or transactions, it will be limited by its financial resources. This inherent competitive limitation gives others an advantage in pursuing these business opportunities or transactions.

     Any of these factors may place Rutgers Investment at a competitive disadvantage in successfully pursuing a business opportunity or transaction.

      FirstPlus Enterprises

     FirstPlus Enterprises encounters competition through its subsidiaries’ lines of businesses, namely: Olé Auto Group, FirstPlus Restoration and FirstPlus Facility.

      Olé Auto Group

     The used automotive retailing industry is highly competitive. Olé Auto Group competes with other Buy-Here Pay-Here dealers, the used vehicle retail operations of franchised automobile dealerships, independent used vehicle dealers, internet-based sales organizations and individuals who sell used vehicles in private transactions. Olé Auto Group competes for both the purchase and resale of used vehicles. Many of these competitors have substantially greater financial resources and lower costs of funds than the Olé Auto Group. As a result of these conditions, the sub-prime consumer automotive finance market is highly fragmented, and primarily serviced by smaller finance organizations that solicit business when and as their capital resources permit.

     Olé Auto Group believes the principal competitive factors in the sale of its used vehicles include (1) the availability of financing to consumers with limited credit histories or past credit problems; (2) the breadth and quality of vehicle selection; (3) pricing; (4) the convenience of a dealership’s location; (5) the option to purchase a service contract; and (6) customer service.

      FirstPlus Restoration

     The restoration industry is highly competitive and FirstPlus Restoration competes with larger, branded restoration firms that have brand recognition and visibility. Additional competition is encountered from smaller regional restoration firms with the ability to charge lower prices due to lower overhead expenses.

      FirstPlus Facility

     The facility care (janitorial) industry is highly competitive. FirstPlus Facility encounters competition from smaller companies with lower overhead expenses who provide janitorial services at less expense to the customer. FirstPlus Facility also encounters competition from well established local, regional, and nationally branded companies that have a long history with their clients and large advertising budgets. These regional and national companies, cover a larger geographic area, and are able to expand their business along with their clients’ expansion, and as well, perform in multi-site facilities across a larger area.

      FirstPlus Development

     The construction industry is highly competitive and most work is obtained through the competitive bidding process. Due to FirstPlus Development’s lower overhead expenses, it normally is among the lower tier of bidders on any particular project.

Intellectual Property

     The Company and each of its subsidiaries (other than the Olé Auto Group) utilizes the “First Plus” trademark, trade name and logo and each subsidiary utilizes similar type intellectual property rights. The

Company takes care to protect its intellectual property and believes the loss of any of these brands, logos and names would be material to the Company.

Regulation and Licensing

     Rutgers Investment’s operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations. These rules and regulations generally provide for licensing as a commercial or consumer lender, limitations on the amount, duration and charges, including interest rates, for various categories of loans, requirements as to the form and content of finance contracts and other documentation, and restrictions on collection practices and creditors’ rights. Rutgers Investment is also subject to extensive federal regulations that require it to provide certain disclosures to prospective borrowers, protect against discriminatory lending practices and unfair credit practices and that prohibit it from discriminating against credit applicants on the basis of race, color, sex, age or marital status. Rutgers Investment is also required to maintain the privacy of certain consumer data in its possession and to periodically communicate with consumers on privacy matters.

     The Company, Rutgers Investment and the Company’s other subsidiaries have the necessary licenses to operate their businesses. The Company believes it and its subsidiaries are in compliance in all material respects with all applicable federal, state and local laws, ordinances and regulations. However, the adoption of additional laws, changes in the interpretation of existing laws, or entrance into jurisdictions with more stringent regulatory requirements could have a material adverse effect on the Company. There can be no assurance that the Company and its subsidiaries will be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could have a material adverse effect on the Company’s operations.

     FirstPlus R&F is required to file with the Federal Trade Comission a document termed a Uniform Franchise Disclosure Document (UFDD). The document discloses in detail the critical components of the franchise and the offer to potential franchisees. It is anticipated that this document will be filed early in 2008.

Employees

     The Company and its subsidiaries had 72 full-time employees as of December 31, 2007.

Risk Factors

     You should carefully consider the risk factors described below, together with the other information contained in this and our other periodic filings with the Securities and Exchange Commission. Please note that the risks and uncertainties described below are not the only ones facing our Company. If any of the following situations actually occurs, our business, financial condition, results of operations or prospects could be materially and adversely affected. This, in turn, could cause the trading price of our common stock to decline and a loss of all or part of your investment.

Risks Related To Our Business and Industry

We are an emerging company with a number of newly acquired businesses and a history of operating losses. If we are unable to overcome the difficulties frequently encountered by early stage companies, our business could be materially harmed.

     We had for the most part been in a dormant capacity from 1999 to 2006. We decided to enter the Buy-Here Pay-Here automobile market in 2006, and the commercial and consumer lending market and the construction, development and restoration markets in 2007. Accordingly, an investment in our Company involves substantial risk associated with an investment in an early-stage entity with a limited operating history that is pursuing a business strategy that is new to existing management and board of directors and has no assurance of success. Our operations are subject to all the risks inherent in the establishment and expansion of a start up business enterprise, including a limited operating history and potential losses and negative cash flow. The likelihood of our success must be considered in light of the problems, difficulties and delays frequently encountered in connection with the establishment and growth of a start up business. There can be no assurance that we will achieve profitability or continue to operate profitably in the future.

We may have difficulty pursuing our acquisition strategy.

     One of our strategies for growth is to acquire businesses or technologies, and/or financially distressed companies that will complement or enhance our existing operations. However, we may not be able to identify suitable acquisition candidates, obtain the capital necessary to pursue our acquisition strategy or complete acquisitions on satisfactory terms or at all. We may experience significant competition in our effort to execute our acquisition strategy. As a result, we may be unable to continue to make acquisitions or may be forced to complete acquisitions on less favorable terms.

     Furthermore, certain risks are inherent in our acquisition strategy, such as the diversion of management’s time and attention and difficulties involved in combining disparate company cultures and facilities. Acquisitions may have an adverse effect on our operating results, particularly in quarters immediately following the consummation of such transactions, as we integrate the operations of the acquired businesses. Once integrated, acquisitions may not achieve levels of net sales or profitability comparable to those achieved by their existing operations or otherwise perform as expected.

Failure to integrate acquired companies and manage growth effectively may lead to losses.

     We have grown significantly through recent acquisitions. We may not be able to integrate or manage businesses that we have acquired or may acquire. Any difficulty in successfully integrating or managing the operations of acquired businesses could have a material adverse effect on our business, financial condition, results of operations or liquidity, and could lead to a failure to realize any anticipated synergies.

     There can be no assurance that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations. We may be required to attract, train, motivate and manage new employees to develop operational, management and information systems and controls. Also, our management team will be required to dedicate substantial time and effort to the integration of past and future acquisitions. These efforts could divert management’s focus and resources from other strategic opportunities and operational matters. If we cannot manage our growth effectively, our business may be materially adversely affected.

We may need to raise additional funds to pursue our acquisition strategy or continue our operations.

     Our acquisition strategy may include buying an existing company, merging with a growing concern, entering into a joint venture, engaging in a roll up transaction or pursuing a new line of business. Such a strategy requires substantial capital investment not only for the acquisition of additional companies, but also for the effective integration, operation and expansion of these businesses.

     Financing may be necessary to continue our operations or for the expansion of our existing operations. Our future capital requirements will depend on a number of factors, including our ability to grow our revenues and manage our businesses. Our revenue growth may depend upon the success of our acquisition strategy and our ability to raise additional capital, possibly through incurring long-term or short-term indebtedness or issuing equity securities in private or public transactions.

     We have limited access to the capital markets. The capital markets have been unpredictable in the past, especially for companies with limited operating histories such as ours. In addition, the amount of capital that we may be able to raise will often depend on variables beyond our control, such as the share price of our stock and its trading volume. As a result, efforts to secure financing on terms attractive to us may not be successful, and we may not be able to secure additional financing on any terms. If we are able to consummate a financing arrangement, the amount raised may not be sufficient to meet our present and future needs. If adequate funds are not available on acceptable terms, or at all, our business may be materially adversely affected.

If we raise additional funds through the issuance of equity or convertible debt securities, the ownership of current stockholders may be diluted.

     If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership held by existing stockholders may be reduced and those stockholders may experience significant dilution in net book value per share. In addition, new securities may contain certain rights, preferences or privileges that are

senior to those of our common stock. Furthermore, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants, which may limit our operating flexibility with respect to certain business matters. If adequate funds are not available on acceptable terms, we may be unable to develop or enhance our services and products, take advantage of future opportunities or respond to competitive pressures, any of which eventualities could have a material adverse effect on our business.

We would be adversely affected if our operating subsidiaries lost certain licenses or if more burdensome government regulations are enacted in the future.

     Rutgers Investment’s operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations. These rules and regulations generally provide for licensing as a commercial or consumer lender, limitations on the amount, duration and charges, including interest rates, for various categories of loans, requirements as to the form and content of finance contracts and other documentation, and restrictions on collection practices and creditors’ rights. Rutgers Investment is also subject to extensive federal regulations that require it to provide certain disclosures to prospective borrowers, protect against discriminatory lending practices and unfair credit practices and that prohibit it from discriminating against credit applicants on the basis of race, color, sex, age or marital status. Rutgers Investment is also required to maintain the privacy of certain consumer data in its possession and to periodically communicate with consumers on privacy matters.

     Rutgers Investment is licensed to do business in a number of geographically dispersed states. There can be no assurance that Rutgers Investment and our other operating subsidiaries will be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could have a material adverse effect on their operations. Further, the adoption of additional, or the revision of existing, rules and regulations could have a material adverse effect on their business and results of operations.

     FirstPlus R&F is required to file with the Federal Trade Commission (FTC) a document termed a Uniform Franchise Disclosure Document (UFDD). The document discloses in detail the critical components of the franchise and the offer to potential franchisees. It is anticipated that this document will be filed in early 2008. There is no guarantee that the UFDD will be filed in early 2008. If there are delays in filing, or delays in acceptance by the FTC, it could have an adverse effect on the operations of FirstPlus R&F.

Our failure to attract and retain key personnel could harm our business.

     Our future success depends to a significant extent on the continued services of our senior personnel, particularly John Maxwell, our Chief Executive Officer and Chairman of our Board, Robert O’Neal, our President and Chief Operating Officer, and William Handley, our Chief Financial Officer. Our key personnel have managerial, financial and operational expertise as well as experience and skills specific to the specialized industries in which we operate. There are a limited number of individuals with such experience and skills.

     While we have employment agreements with Messrs. Maxwell, O’Neal and Handley, we cannot guarantee that we will be successful in retaining key personnel. Departures and additions of key personnel may be disruptive to and detrimentally affect our business.

There may be significant fluctuations in our quarterly operating results and margins.

     Certain of our subsidiaries may experience significant fluctuations in their quarterly operating results and margins. Olé Auto Group may experience seasonality as a consequence of decreased demand for automobiles during summer and year-end vacation and holiday periods. The revenues of FirstPlus Restoration Co., LLC may vary significantly depending on the occurrence of events creating the need for restoration services.

     Due to these and other factors, our operating results in any given quarter may fall below expectations. Furthermore, our planned growth strategy may subject our operating results to substantial variables and changes each quarter. Accordingly, given the possibility of these fluctuations, quarterly comparisons of the results of operations during any fiscal year are not necessarily meaningful and results for any one fiscal quarter should not be relied upon as an indication of future performance.

The business of FirstPlus Restoration depends to a large extent on its relationships with insurers and insurance adjustors, which relationships may deteriorate.

     The business of FirstPlus Restoration depends to a large extent on its relationships with insurers and insurance adjustors for client referrals. Relationships with those insurers and insurance adjustors may deteriorate, which may have a material adverse effect on our business.

The business of FirstPlus Facility depends on short-term contracts that may not be renewed.

     Contracts for the services of FirstPlus Facility tend to be short-term in nature, many lasting for a period of no longer than one year, with 30-day “for cause” termination clauses. Upon the expiration of such contracts, clients are not obligated to continue using its services. If a significant number of clients do not continue to use its services and a sufficient number of new client relationships are not established, our business may experience a material adverse effect.

The business of FirstPlus Development depends to a large extent on work generated through their independent efforts and bidding process as well as the business it is supplied by FirstPlus Restoration.

     The business of FirstPlus Development depends to a large extent on work generated by FirstPlus Restoration. To the extent FirstPlus Restoration cannot generate new business, FirstPlus Development’s business may be materially adversely affected.

Risks Related To Our Common Stock

There is no established market for our common stock.

     Currently, our common stock is quoted on the over-the-counter “Pink Sheets.” There is no established market for our common stock and no assurance can be made that an active trading market will develop. There can be no assurance as to the degree of price volatility in any market for our common stock that does develop. These factors may reduce the number of potential investors and thereby the potential market for our common stock, making it more difficult to sell.

Our common stock is considered a “penny stock,” and therefore may be subject to additional sale and trading regulations that may make it more difficult to sell.

     The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and is therefore a “penny stock” according to SEC rules. Subject to certain exceptions, this designation requires any broker or dealer selling these securities to disclose specified information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of investors to sell their shares.

The Market Price And Trading Volume Of Our Common Stock May Be Volatile.

     Our common stock may not be traded actively. An illiquid market for shares of our common stock may result in lower trading prices and increased volatility, which could negatively affect the value of your investment. If an active trading market does develop, it may not last.

     The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including:

	•		quarterly variations in operating results;
	•		changes in financial estimates by securities analysts;

	•		changes in market valuations of other similar companies;
	•		announcements by us or our competitors of new products or of significant technical innovations, contracts, acquisitions, strategic partnerships or joint ventures;
	•		additions or departures of key personnel;
	•		future sales of common stock;
	•		any deviations in net sales or in losses from levels expected by securities analysts;
	•		depth and liquidity of the market for our common stock;
	•		speculation in the press or investment community; and
	•		general market and economic conditions.

     In addition, the stock market has recently experienced extreme volatility that has often been unrelated to the performance of particular companies. These market fluctuations may cause our stock price to fall regardless of our performance.

Our articles of incorporation and by-laws, as well as provisions of Nevada law, could prevent or delay a change of control of our company and could limit the market price of our common stock.

     Provisions of our articles of incorporation and by-laws could prevent or delay a change of control of our company, even if such a change in control would be beneficial to our stockholders. Such provisions may discourage takeover attempts and limit stockholders’ ability to approve a transaction that stockholders may think is in their best interests. Such provisions include the following:

	•		limitations on the ability of our stockholders to call special meetings of our stockholders;
	•		procedural requirements that must be followed before nominations can be made for election to our Board, and matters can be proposed by stockholders for consideration at meetings of our stockholders;
	•		our Board’s ability to designate and issue additional series of preferred stock with such dividend, liquidation, conversion, voting or other rights, including the right to issue convertible securities with no limitations on conversion and rights to dividends and proceeds in a liquidation, that may be senior to our common stock;
	•		the existence of rights to purchase our Series C Junior Participating Preferred Stock (such rights expiring on May 20, 2008, unless advanced or extended or otherwise redeemed or exchanged by us), which rights may only be exercised upon the acquisition of or manifestation of intent to acquire beneficial ownership of 15% or more of the outstanding shares of our common stock, the holders of which Series C Junior Participating Preferred Stock would become entitled to such amount of dividend payments, voting power and liquidation preference that may discourage acquisition proposals or delay or prevent a change in control; and
	•		Nevada’s business combinations statutes, which prohibit business combinations with any “interested stockholder” (defined as a beneficial owner of 10% or more of the voting power of the outstanding shares of a corporation) for a three-year period following the time such stockholder became an interested stockholder, which moratorium can be lifted only by advance approval by our Board, and which, following the three year period, only allow such combinations if (a) they are approved by the Board, the disinterested stockholders or a majority of the outstanding voting power not beneficially owned by the interested party, or (b) the interested stockholders satisfy certain fair value requirements.

     The provisions of our articles of incorporation and by-laws, as well as Nevada law, are intended to encourage potential acquirers to negotiate with us and allow our Board the opportunity to consider alternative proposals in the interest of maximizing stockholder value. However, such provisions may also discourage acquisition proposals or delay or prevent a change in control.

We may not pay dividends or make distributions on our common stock, including from the FirstPlus Financial Group, Inc. Grantor residual trust.

     The payment of dividends on our common stock is subject to the discretion of our Board, which has not paid dividends in the recent past.

     We are seeking judicial guidance regarding our rights regarding the FirstPlus Financial Group, Inc. Grantor Residual Trust. For an explanation of the Grantor Residual Trust, please see The Creditor and Grantor Trust in Management’s Discussion and Analysis. On October 15, 2007, we filed an original petition for declaratory relief against Robert D. Davis, George T. Davis, Terrance Allan, John Hughey, Rolland Keller, and John Does 1-100 in the District Court of Cameron County, Texas, 357th Judicial District. In that complaint, we seek a declaration as to the respective rights of the parties regarding the Grantor Trust, including, that as sole settlor and sole beneficiary, we have the right to dissolve the Grantor Trust. On October 29, 2007, the court granted a temporary injunction against the defendants. Such temporary injunction restrains and enjoins the defendants from filing any other suit in any forum seeking a declaration or determination of any issues currently pending in the court or in the case commenced by the abovementioned complaint involving our company and from filing or prosecuting any cause of action that involves the Grantor Trust or issues ancillary to the Grantor Trust or the interpretation thereof with respect to issues of payment to or from the Grantor Trust.

Item 2. Description of Property.

     The principal properties of the Company and its subsidiaries are as follows. The Company occupies leased office space located at 122 W. Carpenter Freeway, Suite 450, Irving, Texas. Ole Auto Group occupies space at the Carpenter Freeway address, Suite 455. The Company’s subsidiary Rutgers Investment occupies leased office space at 5100 N. O’Connor Blvd. Suite 400, Irving, Texas. Rutgers also leases office space in Wayne, Pennsylvania (121 N. Wayne Avenue, Suite 210, Wayne, PA 19087) and Staten Island, New York (42 Richmond Terrace, 3rd floor, Staten Island, NY 10301). In addition, the Company and its subsidiaries FirstPlus Facility and FirstPlus Restoration occupy leased office space at 2516 E. Ontario Street, Philadelphia, Pennsylvania. FirstPlus Development leases space at 1231 Bainbridge Street, Suite 200, Philadelphia, Pennsylvania. FirstPlus Restoration also leases space at 2501 Wharton Street, Building Q, Philadelphia, Pennsylvania. The Premier Group leases space at 14399 SW Court Street, Suite 103, Miami, Florida.

Item 3. Legal Proceedings.

     On October 12, 2007, the Company commenced an action seeking injunctive and declaratory relief (the “Federal Complaint”) against Robert D. Davis, John Hughey, Rolland Keller, George T. Davis, Terrance Allan and John Does 1-20 (the “Federal Defendants”) in the United States District Court for the Southern District of Texas. In the Federal Complaint, the Company alleges that Robert Davis and certain other Federal Defendants (i) have failed to make disclosures required by rules and regulations of the Securities and Exchange Commission despite controlling in excess of 5% of the Company’s Common Stock, and (ii) have engaged in an unlawful proxy solicitation to influence the outcome of the voting at the Company’s 2007 annual meeting of stockholders held on October 17, 2007. The Company seeks injunctive relief against the Federal Defendants for violations of Sections 13(d) and 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and relief in the form of a declaration that the Federal Defendants are a “group” for the purposes of Section 13(d) of the Exchange Act and that as such, are required to comply with applicable statutory and regulatory requirements.

     On October 15, 2007, the Company filed an original petition for declaratory relief (the “State Complaint”) against Robert D. Davis, George T. Davis, Terrance Allan, John Hughey, Rolland Keller, and John Does 1-100 (the “State Defendants”) in the District Court of Cameron County, Texas, 357th Judicial District (the “State Court”). In the State Complaint, the Company seeks a declaration as to the respective rights of the parties regarding the

FirstPlus Financial Group, Inc. Grantor Residual Trust (the “Grantor Trust”), including, that as sole settlor and sole beneficiary, the Company has the right to dissolve the Grantor Trust. The Company also seeks damages in an unspecified amount, attorneys’ fees and costs. On October 29, 2007, the State Court granted a temporary injunction against the State Defendants (the “Temporary Injunction”). The Temporary Injunction restrains and enjoins the State Defendants from filing any other suit in any forum seeking a declaration or determination of any issues currently pending in the State Court or in the case commenced by the State Complaint involving the Company and from filing or prosecuting any cause of action that involves the Grantor Trust or issues ancillary to the Grantor Trust or the interpretation thereof with respect to issues of payment to or from the Grantor Trust.

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

     On October 17, 2007, the Company held its 2007 Annual Meeting of Stockholders (the “Meeting”). The following three proposals were voted on at the Meeting: (i) a proposal concerning the election of five directors to the Company’s Board of Directors, (ii) a proposal concerning the ratification of the appointment of the Company’s independent auditors, and (iii) a stockholder proposal concerning the declaration of a dividend by the Company, which was treated as a non-binding stockholder recommendation because the declaration of dividends is a matter entirely within the discretion of the Company’s Board of Directors under Nevada law. Descriptions of the abovementioned proposals are set out below along with the results of the votes.

Election of Directors

     The first proposal voted on at the Meeting concerned the election of five directors to the Board of Directors to serve until the 2008 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify. The Board of Directors nominated William Handley, John Maxwell, Roger S. Meek, Robert O’Neal and David Roberts, each an incumbent director. The vote to elect each of the nominees was as follows:

There were no broker non-votes.

     As each of the nominees received a plurality of the votes cast, each was elected to the Board of Directors of the Company to serve until the 2008 Annual Meeting of Stockholders and until his successor is duly elected and qualifies.

Appointment of Independent Registered Public Accounting Firm

     The second proposal voted on at the Meeting concerned the appointment of Buckno Lisicky & Company (“BLC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2007. The vote to ratify BLC’s appointment was as follows:

For		Against				Abstain
32,416,158			8,668,988				1,822,442

There were no broker non-votes.

     As the number of votes cast in favor of ratifying the appointment of BLC represented a majority of the votes cast on the proposal at the meeting, the appointment of BLC as the Company’s independent auditors was ratified.

Stockholder Recommendation Regarding Payment of Dividend

     The third proposal voted on at the Meeting was a stockholder proposal that the Company ”...declare and pay, without further delay, a shareholder dividend in accordance with the Nevada court approved Shareholders Agreement dated April 6, 2006.” The presiding officer of the Meeting determined that the proposal would be treated as a non-binding recommendation by the stockholders to the Board of Directors, as under Nevada law the declaration of dividends is a matter entirely within the discretion of the Board of Directors. The vote regarding the stockholder recommendation was as follows:

For		Against				Abstain
5,701,568			37,206,020				-0-

There were no broker non-votes.

     As the number of votes cast in favor of the stockholder recommendation did not represent a majority of the votes cast on the recommendation at the meeting, the recommendation was not approved.