Item 7. of Form 10-KSB filed on September 13, 2007.

Reclassifications

Certain amounts in the 2006 Consolidated Condensed Financial Statements have been reclassified to be consistent with the presentation in the Consolidated Condensed Financial Statements as of November 30, 2007 and for the three and six month periods then ended.  These reclassifications had no impact on previously reported net income, cash flow from operations or changes in shareholder equity.

Liquidity and Going Concern

These 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.  The Company incurred operating losses (after accretion of mandatorily redeemable convertible preferred stock, including accrued dividends) of approximately $2,661,000 and $1,874,000 for the years ended May 31, 2007 and 2006 and has incurred losses of approximately $679,500 and $1,253,500 for the three and six month periods ended November 30, 2007.  Losses are expected to continue until the Company’s insurance company subsidiary, First Surety Corporation (“FSC”) develops substantial business.  While improvement is anticipated as the business plan is implemented, restrictions on the use of FSC’s assets (See Management’s Discussion and Analysis), 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 continue with steps it has taken 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.

F-6

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note B – Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (“SFAS”) No. 123R “Share-Based  Payment” (“SFAS 123R”), a revision to SFAS No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”), and superseding APB Opinion No. 25 “Accounting for Stock Issued to Employees” and its related implementation guidance.  SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, including obtaining employee services in share-based payment transactions.  SFAS 123R applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. Adoption of the provisions of SFAS 123R is effective as of the beginning of the first annual reporting period that begins after June 15, 2005.  JFG has adopted the provisions of SFAS 123R with respect to its stock-based compensation plan.

In December 2004, the FASB issued FASB Statement No. 153 “Exchanges of Nonmonetary Assets-an amendment of APB Opinion No. 29”.  This Statement addresses the measurement of exchanges of nonmonetary assets.  The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that Opinion, however, included certain exceptions to that principle.  This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application was permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this Statement was issued.   The adoption of the provisions of SFAS No. 153 did not have a material impact on the Company’s results of operations or financial position.

In June 2005, the FASB issued Statement 154, “Accounting Changes and Error Corrections” which replaces APB Opinion 20 and FASB Statement 3.  Statement 154 changes the requirements for the accounting and reporting of a change in accounting principle.  Opinion 20 previously required that most voluntary changes in accounting principles be recognized by including the cumulative effect of the new accounting principle in net income of the period of change.  Statement 154 now requires retrospective application of changes in accounting principle to prior period financial statements, unless it is impractical to determine either the period-specific effects or the cumulative effect of the change. The statement was effective for fiscal years beginning after December 15, 2005.  The adoption of the provisions of SFAS No. 154 did not have a material impact on the Company’s results of operations or financial position.


F-7

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

In February 2006, FASB issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140”.  This statement addresses accounting issues relating to beneficial interests in securitized financial assets.  This Statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006.  The adoption of the provisions of SFAS No. 155 did not have a material impact on the Company’s results of operations or financial position.

In March 2006, FASB issued SFAS No. 156 “Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 140”.  This statement addresses accounting for separately recognized servicing assets and servicing liabilities when an entity undertakes a contract to service financial assets. This Statement is to be adopted as of the beginning of the first fiscal year that begins after September 15, 2006.  The adoption of the provisions of SFAS No. 156 did not have a material impact on the Company’s results of operations or financial position.

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (“SFAS”) No. 157 “Fair Value Measurements” and SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106 and 132(R)”.

SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosuresabout fair value measurements.  The Statement does not require any new fairvalue measurements, however, for some entities, the application of this Statement will change current practice.  This Statement is to be adopted for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Management does not expect the adoption of the provisions of SFAS No. 157 to have a material impact on the Company’s results of operations or financial position.

SFAS No. 158 requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployerplan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity.  The Company does not currently provide any defined benefit postretirement plans, and accordingly, the provisions of SFAS No. 158 will have no material impact on the Company’s results of operations or financial position.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.”  SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment.  SAB 108 is effective for fiscal years ending after November 15, 2006.  The application of SAB 108 did not have a material impact on the Company’s results of operations or financial position.


F-8

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115.”  This Statement permits entities to choose to measure many financial instruments and certain other items at fair value.  Such items include recognized financial assets and financial liabilities, firm commitments that involve only financial instruments, nonfinancial insurance contracts and warranties that the insurer can settle by paying a third party to provide these goods or services and host financial instruments resulting from separation of an embedded nonfinancial derivative instrument from a nonfinancial hybrid instrument.  The objective of the Statement is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  This Statement is effective for fiscal years beginning after November 15, 2007 although early adoption is permitted.   Management does not expect the application of SFAS No. 159 to have a material impact on the Company’s results of operations or financial position.

In June 2006, Financial Accounting Standards Board Interpretation (FIN) No. 48“Accounting for Uncertainty in Income Taxes” was issued and interprets FASB Statement No. 109 “Accounting for Income Taxes.”  FIN No. 48 establishes the accounting for uncertain tax positions, including recognition and measurement of their financial statement effects.  FIN No. 48 is effective for fiscal years beginning after December 15, 2006.  The Company has significant operating loss carryforwards, the benefits of which having been fully reserved by a valuation allowance of the same amount due to uncertainty as to the likelihood of ultimate realization.  Management has evaluated the implications of FIN No. 48 and has determined that the application of FIN 48 did not result in any material impact on the Company’s results of operations or financial position.

In December 2007, the FASB issued a revised Statement No. 141 (revised 2007) “Business Combinations” and Statement No. 160 “Non-controlling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51”.

Statement No. 141 was revised to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial report about a business combination and its effects.  The Statement establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree;  b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  While the Statement retains the fundamental requirement that the acquisition or purchase method of accounting be used for all business combinations, it replaces the cost-allocation process that resulted in not recognizing some assets and liabilities at the acquisition date and measuring some assets and liabilities at amounts other than fair market value at the acquisition date.  Among other matters, the revised Statement requires that acquisition-related and restructuring costs be recognized separately from the business combination as expenses in the periods in which the costs are incurred and provides that “bargain purchases” (those business combinations in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling, or minority, interest in the acquiree) be

F-9

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

recognized in the earnings of the acquirer as a gain.  This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  Earlier adoption is prohibited.

Statement No. 160 was issued to improve the relevance, comparability, and transparency of financial information for the reporting entity by establishing accounting and reporting standards attributable to noncontrolling, or minority,  interests in subsidiaries included in the reporting entity’s consolidated financial statements.  This Statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and requires consolidated net income to be reported at amounts that include amounts attributable to both the parent and the noncontrolling interest.  The Statement also provides a single method for accounting for changes in the parent’s ownership interest in a subsidiary that does not result in deconsolidation, as well as recognition of gain or loss when a subsidiary is deconsolidated as a result of an ownership change in which the parent ceases to have a controlling financial interest in the subsidiary, and expanded disclosures to clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary.  This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  Earlier adoption is prohibited.  This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented.  Management does not expect the application of Statement No. 160 to have a material impact on the Company’s results of operations or financial position.

In November 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 109 “Written Loan Commitments Recorded at Fair Value Through Earnings.”  SAB 109 provides that consistent with the guidance in SFAS No. 156 “Accounting for Servicing of Financial Assets” and SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities”, the expected net future cash flows related to the associated servicing of the loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings.  SAB 109 is to be applied on a prospective basis to derivative loan commitments issued or modified in fiscal quarters beginning after December 15, 2007.  The application of SAB 109 is not expected to have a material impact on the Company’s results of operations or financial position.

In December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 110 “Shared Based Payment”.  SAB 110 expresses the views, that under certain circumstances, the staff will continue to accept the use of a “simplified method” in developing an estimate of the expected term of “plain vanilla” share options in accordance with SFAS No. 123 “Shared-Based Payment” for share option grants issued after December 31, 2007.  Examples of such circumstances might include those in which the company does not have sufficient historical share option exercise experience upon which to estimate an expected term, situations where historical exercise data may no longer provide a reasonable basis upon which to estimate an expected term, or situations where more relevant detailed information (employee exercise patterns by industry and/or other categories of companies) is not widely available.  The

F-10

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

application of SAB 110 is not expected to have a material impact on the Company’s results of operations or financial position.

Note C – Investments

In the three-month period ended November 30, 2007, an equity investment in the amount of $25,000 was made in the Jacobs & Company Mutual Fund by its investment advisor, Jacobs & Company, and is recorded in other assets at market value.

In the three-month period ended November 30, 2007, the Company reclassified investments in debt securities of Federal National Mortgage Association (“FNMA” or “Fannie Mae”) previously classified as held-to-maturity to the available-for-sale classification in response to uncertainties attributable to the slumping U.S. mortgage and housing markets and its potential effect on the issuer’s financial condition.

The following table sets forth the amortized cost and estimated market value of bonds and equity securities available-for-sale and carried at market value on November 30, 2007.

   
November 30, 2007
 
   
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
   
Fair Market Value
 
U.S. government agencies
  $
828,653
    $
1,497
    $
-
    $
830,150
 
Equity securities
  $
25,000
     
-
     
     
24,764
 
    $
853,653
    $
1,497
    $
    $
854,914
 

The gross realized loss on available-for-sale securities sold in the three-month period ended November 30, 2007 is as follows:

Proceeds from sale of security
  $
169,330
 
Amortized cost of security sold
    (169,881 )
Loss on sale of security
  $ (551 )


F-11

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note D – Notes Receivable

In the three-month period ended November 30, 2007, the Company made a short-term loan in the amount of $50,000 to a non-related party business that provides services to the Company.  The Note is unsecured and bears interest at the rate of 10.00% per annum with a maturity date of January 31, 2008.  The Note is personally guaranteed by the principal of the business.

Note E – Other Assets

Included in other assets as of November 30, 2007 are advance deposits of approximately $329,000 and deferred costs of $68,000 for professional fees relating to certain equity financing matters the Company contemplates undertaking in the next six months.

Note F – Notes Payable and Advances from Related Party

In the three-month period ended August 31, 2007, the Company borrowed $150,000 from individuals and closely-held companies under unsecured demand notes bearing interest rates at 10.00% per annum and issued 100,000 shares of its common stock as additional consideration for the extension of such credit.  The Company repaid outstanding unsecured advances from its largest shareholder and CEO as of May 31, 2007 in the amount of $15,763, and subsequently received unsecured advances amounting to $127,200.  Proceeds from such borrowings and advances were used to fund on-going operations.

In the three-month period ended November 30, 2007, the Company borrowed $2,300,000 in the aggregate from a group of individuals to provide interim bridge-financing until a larger, more permanent financing the Company contemplates undertaking is consummated.

The Company repaid $130,000 of demand note borrowings and $127,200 of advances from its largest shareholder and CEO from proceeds obtained from this bridge-financing.


F-12

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

At November 30, 2007, the Company had the following unsecured notes payable to individuals and a commercial bank:
 
Unsecured demand notes payable to individuals; interest rate fixed @ 10.00%.
  $
95,000
 
         
Unsecured note payable to individuals maturing December 31, 2007; interest payable calendar quarterly; interest rate fixed @ 10.00%.
   
49,985
 
         
Unsecured notes payable (bridge-financing) to a group of individuals due in full upon consummation by Company of a qualified equity offering providing net proceeds of at least $50 million; or if such a qualified equity offering is not consummated by the six-month anniversary date of the notes (March 10, 2008), accrued interest-to-date shall be payable, with quarterly installments of principal and interest in the amount of $149,437 commencing June 10, 2008; interest rate fixed @ 10.00%
   
2,325,000
 
         
Furthermore, upon retirement of note upon consummation of a qualified equity offering, the Company shall issue 4.65% of the Company’s outstanding common shares immediately following such offering as additional consideration; in the event that consummation of a qualified equity offering is not achieved by March 10, 2008, then the Company shall issue 4.65% of the Company’s outstanding common shares at such date and shall issue 1.86% of the Company’s outstanding common shares upon each six-month anniversary date thereof until retirement of the notes. (See Note I-Subsequent Events)
       
         
Unsecured term note payable to commercial bank in the original amount of $250,000 and payable in equal monthly payments of $5,738; interest rate fixed @ 13.25%
   
219,503
 
    $
2,689,488
 


Scheduled maturities and principal payments for each of the next six years ending November 30 are as follows:


2008 (including demand notes)
  $
371,198
 
   
444,761
 
   
493,076
 
   
546,695
 
   
545,818
 
   
287,940
 
    $
2,689,488
 


F-13

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note G – Other Liabilities

The Company had been delinquent in paying certain of its payroll tax obligations for periods ending on or before December 31, 2005.  At August 31, 2007, the Company’s liability, including estimates for penalties and interest, approximated $516,000.  In the three-month period ended November 30, 2007, the Company entered into negotiations for the repayment and settlement of this obligation with the Internal Revenue Service.  In conjunction with such negotiations, the Company made a payment of approximately $173,000 towards the tax portion of this obligation leaving an estimated liability of approximately $344,500 as of November 30, 2007.  Subsequent to November 30, 2007, the Company made an additional payment of approximately $229,000 to be applied to the remaining tax and interest due and has requested an abatement of all penalties relating to this matter.  The Company is awaiting a final decision with regard to this matter.

Note H – Mandatorily Redeemable Preferred Stock and Common Stock

In the six-month period ended November 30, 2007, the Company issued an additional 25 shares of Series B Preferred Stock and 25,000 shares of the Company’s common stock as additional consideration, in exchange for cash in the amount of $25,000.  As of November 30, 2007, the Company has 319.401 shares of Series B Preferred stock authorized and available for issue.

Note I – Subsequent Events

Subsequent to November 30, 2007, the Company borrowed an additional $75,000 and has received a commitment for an additional $100,000 borrowing to be funded by no later than February 28, 2008.  Such borrowings are identical in terms to the bridge-financing arrangements more fully described in Note F-Notes Payable.  In total (together with the bridge-financing of $2,325,000 as of November 30, 2007), bridge-financing will amount to $2,500,000.  Accordingly, if a qualified equity offering is not consummated by the six-month anniversary date of the notes (March 2008), accrued interest-to-date shall be payable, with quarterly installments of principal and interest in the aggregate amount of $160,685 commencing in June 2008. Furthermore, upon retirement of the notes upon consummation of a qualified equity offering, the Company shall issue a total of 5.00% of the Company’s outstanding common shares immediately following such offering as additional consideration; in the event that consummation of a qualified equity offering is not achieved by March 2008, then the Company shall issue a total of 5.00% of the Company’s outstanding common shares at such date and shall issue a total of 2.00% of the Company’s outstanding common shares upon each six-month anniversary date thereof until retirement of the notes.


F-14

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

On December 3, 2007, the Company entered into an agreement ( the “December 3 Agreement) with National Indemnity Company (“National Indemnity”) to purchase all of the outstanding shares of Unione Italiana Insurance Company of America (“Unione”) for a purchase price of $2.75 million plus the surplus of Unione on the date of the closing.  Unione is a New York Corporation with insurance licenses in 26 states.  Prior to closing, National Indemnity will enter into a reinsurance agreement with Unione under which National Indemnity will reinsure all liabilities of Unione under contracts of insurance and reinsurance arising prior to closing.  Among other conditions, closing is subject to applicable regulatory approvals, including approval by the New York Superintendent of Insurance.  Either party may terminate the December 3 Agreement if the closing does not take place on or prior to June 30, 2008.  The Company has made a nonrefundable deposit (except for failure by National Indemnity or Unione to meet certain required conditions for closing) to National Indemnity in the amount of $75,000 which amount will be applied towards the purchase price at closing.

By Agreement dated December 5, 2007 (the “Engagement Agreement”), the Company engaged an investment bank (the “Bank”) to act as placement agent/financial advisor with respect to certain equity financing matters.  The Bank will be entitled to a retainer of $250,000 ($150,000 of which has been paid in connection with the execution of the Engagement Agreement) and fees equal to 7% of the gross proceeds raised, against which the retainer will be credited, as well as reimbursement for expenses.  The term of the Engagement Agreement is 12 months, but subject to termination by either party upon 10 days notice to the other, subject to certain tail obligations.

On December 14, 2007, the Company entered into an agreement (the “December 14 Agreement”) with Reclamation Surety Holding Company, Inc. (“RSH”) to acquire by merger (the “Merger”) all of the business and assets of RSH, including the stock of RSH’s subsidiaries, Cumberland Surety, Inc. (“Cumberland”) and NewBridge Services, Inc. (“NewBridge”) for a purchase price of $3,400,000, less certain indebtedness of RSH (the “Merger Consideration”).  The Merger Consideration is payable in stock of the Company or, at the election of certain non-employee shareholders, cash.  Currently, NewBridge performs certain surety underwriting services for the Company’s subsidiary, First Surety Corporation.  Among other conditions, closing is subject to, and will take place following, the closing by the Company of an equity financing.  Either party may terminate the December 14 Agreement if the closing does not take place on or prior to June 30, 2008.  The parties contemplate entering into a definitive agreement with respect to the Merger that will supersede the December 14 Agreement.  Upon execution of the definitive agreement, the Company will make a nonrefundable deposit in the amount of $50,000 for the benefit of the RSH shareholders, which amount will be applied toward the Merger Consideration at closing.

On December 31, 2007, the Company elected to continue to defer payment of dividends on its Series A Preferred stock and Series B Preferred stock with such accrued and unpaid dividends amounting to $15,900 and $221,870, respectively. As of December 31, 2007, the accumulated accrued and unpaid dividend on the Series A Preferred stock and Series B Preferred stock amounted to $101,803 and $1,603,007, respectively.


F-15

Jacobs Financial Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note J – 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.

   
Three-Month Period Ended
 
Industry Segment
 
November 30,
 2007
   
November 30,
2006
 
Revenues:
           
 Investment advisory
  $
63,299
    $
66,128
 
 Surety insurance
   
145,042
     
126,449
 
 Corporate
   
5,814
     
-
 
 Total revenues
  $
214,155
    $
192,577
 
                 
Net Income (Loss):
               
 Investment advisory
  $ (55,566 )   $ (105,644 )
 Surety insurance
   
10,388
      (25,084 )
 Corporate
    (270,224 )     (232,463 )
 Total net income (loss)
  $ (315,402 )   $ (363,191 )
                 
   
Six-Month Period Ended
 
Industry Segment
 
November 30,
 2007
   
November 30,
2006
 
Revenues:
               
 Investment advisory
  $
129,622
    $
150,628
 
 Surety insurance
   
290,117
     
252,547
 
 Corporate
   
5,814
     
-
 
 Total revenues
  $
425,553
    $
403,175