UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-KSB [ ] Form 20-F =============================
[ ] Form 11-K [ ] Form 10-QSB [ ] Form N-SAR SEC FILE NUMBER
For Period Ended: December 31, 2006 0-50894
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[ ] Transition Report on Form 10-K CUSIP NUMBER
[ ] Transition Report on Form 20-F 95828P 10 4
[ ] Transition Report on Form 11-K =============================
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: __________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
FIRSTPLUS Financial Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
5100 N. O'Connor Boulevard, 6th Floor
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Address of Principal Executive Office (Street and Number)
Irving, Texas 75039
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-KSB, 20-F, 11-K, or N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof,
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-KSB, 20-F, 11-K,
10-QSB, N-SAR, or the transition report portion thereof, could not be filed
within the prescribed time period.
Primarily due to lack of funds, the registrant had for the most part been
in a dormant capacity from 1999 to 2006. During 2006, the registrant began
analyzing an opportunity to enter the "Buy-Here Pay-Here" auto finance industry.
Based on this analysis, the registrant determined to make a concerted effort to
enter this business, initially focusing on the Dallas and Fort Worth, Texas
market. In November 2006, the registrant formed Ole Auto Group, Inc. ("Ole") in
order to carry out this activity. In November 2006, the registrant acquired a
pool of motor vehicle retail installment sale contracts and security agreements.
Initially, the registrant intends to open auto dealership operations in the
Dallas-Fort Worth area and purchase cars and offer financing to its customers,
typically marketing to customers with limited credit history or past credit
problems. The registrant has one officer with responsibilities and access to
information necessary to the registrant's accounting functions, and the
integration of the Buy-Here Pay-Here operations into the registrant has required
the attention of such officer and has caused the registrant to experience delays
in the preparation of its Annual Report on Form 10-KSB. As a result, the
registrant's Form 10-KSB could not be completed in time. The registrant intends
to file its Form 10-KSB within the prescribed period allowed by the rules
relating to Form 12b-25.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James Roundtree (214) 496-1266
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s) Yes [X] No []
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes [X] No [ ]
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Attachment I to this Form 12b-25.
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FIRSTPLUS Financial Group, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 3, 2007 By: /s/ James Roundtree
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James Roundtree
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss.232.201 or ss.232.202 of this Chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this
Chapter).
Attachment I
The Company had no operations during 2005. The Company's activities during
2005 were primarily focused on responding to litigation and trying to preserve
liquidity in order to emerge from operational dormancy and to develop new
business opportunities. During 2006, with a portion of the funds from the FPFG
Intercompany Claim, the Company began to explore business opportunities.
Although the Company has determined to enter into the Buy-Here Pay-Here
automobile sales and finance business, no operations were begun in 2006. The
Company did however purchase an automobile receivable portfolio in November of
2006 for a purchase price of $520,000. The Company earned $25,692 in interest
income on this portfolio during November and December 2006. Also in preparation
for entering the Buy-Here Pay-Here automobile sales business, Ole hired two
executives with significant experience in the Buy-Here Pay-Here business in
October 2006. Accordingly, payroll expenses were approximately $133 thousand in
2006, as compared to $1,500 in 2005. Professional and legal fees were
approximately $1.98 million in 2006, as compared to approximately $1.63 million
in 2005. This increase of approximately $350 thousand is a result of the
increased costs associated with the conclusion of the litigation involving the
Company in 2006.