U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                            FORM 10-KSB
(Mark One)

[X]   Annual report pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934

      For fiscal year ended December 31, 2003
                            -----------------

[ ]   Transition report under Section 13 or 15(d) of the
      Securities Exchange Act of 1934

      For the transition period from ____________ to _____________

      Commission file number ____________


                      RAIKE FINANCIAL GROUP, INC.
          ----------------------------------------------
          (Name of small business issuer in its charter)

         Georgia                                    58-2161804
-------------------------------------------------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

275 Parkway 75 Suite 100, Woodstock, Georgia           30188
-------------------------------------------------------------------
(Address of Principal Executive Offices)             (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:  None
                                                           --------

Securities registered pursuant to Section 12(g) of the Act:  None
                                                           --------

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 past 90 days.  Yes  [X]    No [ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or a information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.                        [ ]

State issuer's revenues for its most recent fiscal year: $8,341,118

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the stock was sold, or the average bid and asked
prices of such common equity, as of a specified date within the
past 60 days:  $1,552,388 as of March 10, 2004.
               --------------------------------

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
17,641,775 as of March 15, 2004
-------------------------------

DOCUMENTS INCORPORATED BY REFERENCE - N/A

Transitional Small Business Disclosure format (check one):

            Yes  [ ]                            No [X]

<PAGE>


                              TABLE OF CONTENTS


PART I................................................................... 3

  ITEM 1.    DESCRIPTION OF BUSINESS..................................... 3
  ITEM 2.    DESCRIPTION OF PROPERTY..................................... 7
  ITEM 3.    LEGAL PROCEEDINGS........................................... 8
  ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 8

PART II.................................................................. 8

  ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.... 8
  ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS....................... 8
  ITEM 7.    FINANCIAL STATEMENTS........................................ 10
  ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE....................... 24
  ITEM 8A.   CONTROLS AND PROCEDURES..................................... 24

PART III................................................................. 24

  ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
               CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
               OF THE EXCHANGE ACT....................................... 24
  ITEM 10.   EXECUTIVE COMPENSATION...................................... 26
  ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS............. 26
  ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 27
  ITEM 13.   EXHIBITS AND REPORTS ON FORM 10-KSB......................... 27
  ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES...................... 27


<PAGE>

                                  PART I


ITEM 1.   DESCRIPTION OF BUSINESS
          Special Cautionary Notice Regarding Forward-Looking
          Statements

Various matters discussed in this document and in documents
incorporated by reference herein, including matters discussed
under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations," may constitute
forward-looking statements for purposes of the Securities Act and
the Securities Exchange Act. These forward-looking statements may
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements
of Raike Financial Group, Inc. (the "Company") to be materially
different from future results, performance or achievements
expressed or implied by such forward-looking statements. The
words "expect," "anticipate," "intend,' "plan," "believe,"
"seek,' "estimate," and similar expressions are intended to
identify such forward-looking statements. The Company's actual
results may differ materially from the results anticipated in
these forward-looking statements due to a variety of factors,
including, without limitation:

*    The effects of future economic conditions;

*    Governmental monetary and fiscal policies, as well as
     legislative and regulatory changes;

*    The risks of changes in interest rates on the level and
     composition of deposits, loan demand, and the values of loan
     collateral, securities and interest rate protection agreements,
     as well as interest rate risks;

*    The effects of competition from other financial institutions
     and financial service providers operating in the Company's market
     area and elsewhere, including institutions operating locally,
     regionally, nationally and internationally, together with such
     competitors offering banking products and services by mail,
     telephone, and computer and the Internet; and

*    The failure of assumptions underlying the establishment of
     reserves for possible loan losses and estimations of values of
     collateral and various financial assets and liabilities.

All written or oral forward-looking statements attributable to
the Company are expressly qualified in their entirety by these
cautionary statements.












                                3

<PAGE>

                  Raike Financial Group, Inc.

General

The Company is a full service securities brokerage and
investment banking firm, in business since 1995.  We are
registered as a broker/dealer with the National Association of
Securities Dealers ("NASD") and 48 states and also as a
municipal securities dealer with the Municipal Securities
Regulation Board ("MSRB").  We are subject to net capital and
other regulations of the U.S. Securities and Exchange Commission
("SEC"). We offer full service commission and fee based money
management services to individual and institutional investors.
We maintain a custody-clearing relationship with Southwest
Securities in Dallas, TX, the fourth largest publicly held
custodian of brokerage firm securities in the United States.

We trade securities as an agent and a principal on exchanges
such as the NYSE, AMEX and NASDAQ. We maintain selling
agreements with mutual fund families and insurance companies
offering load and no load funds, annuities and insurance
products.

Our Company headquarters is at 275 Parkway 575, Woodstock, GA
30188, and our telephone number is (770) 516-6996.  We maintain
branch and other offices in a number of other jurisdictions and
a complement of approximately 70 independent retail brokers. Our
SEC net capital position as of December 31, 2003 and 2002 was
$787,635 and $781,656, respectively.

From  our beginnings in May of 1995, our annual revenues  are  as
follows:

<TABLE>
<CAPTION>
          Year       Revenues           No. of Reps.
          ----       --------           ------------
<S>                  <C>                <C>
          1995       $   221,476             19
          1996       $   793,309             19
          1997       $ 1,907,486             50
          1998       $ 3,507,000             75
          1999       $ 5,987,067            100
          2000       $ 9,741,567             90
          2001       $ 5,959,712             77
          2002       $ 5,787,621             74
          2003       $ 8,341,118             69
</TABLE>

Thus far, all expansion and growth has been funded from cash flow
and private sales of our securities.  Our plans are to invest in
advertising and recruiting efforts to continue our growth and
profitability. We expand through recruiting additional registered
representatives, establishing new branch offices, broadening our
institutional services and creating new financial products and
services.

The Company's website address is www.raikefinancial.com.
                                 ----------------------









                                4

<PAGE>


                             BUSINESS

Our primary sources of revenue are derived from brokerage services
and related financial activities.

SECURITIES SALES SERVICES

We are an "independent" broker dealer providing securities sales
services through a network of "independent contractor" registered
representatives to several thousand retail clients. These
representatives primarily retail stocks, mutual funds, variable
annuities and variable life insurance products, managed account
and other investment advisory and financial planning products and
services. Commissions are charged on the sale of securities
products, of which a percentage is shared with the
representatives.  Over 90% of our revenue during 2003 and 2002
has been derived from its securities sales services.

The Company's independent contractors receive a commission payout
of between 80% and 95%.

INSURANCE PRODUCT SALES

Through several selling agreements with larger insurance
companies, we offer a variety of insurance products, which are
sold by our independent broker network.  Variable annuity and
variable life products from over 10 carriers are also offered,
providing a large variety for consumers from which to choose.
While this business is not significant to date, in terms of
dollar revenues, we regard it as an important part of the
services provided.

ADVISORY AND PLANNING

We are also registered as an investment advisor with the State of
Georgia and provide investment advisory services offered by
Southwest Securities, Inc. and other third party providers as a
Registered Investment Advisor. In addition, our independent
representatives are able to provide planning and consulting
services in a variety of financial services areas such as
financial planning, tax planning, benefits consulting, corporate
401(k)s and other types of financial structures. Fees are charged
to customers for these services and shared between us and our
registered representatives on a fully disclosed basis.  No
significant amount of business has been derived from advisory and
planning activities to date.

INTERNET TRADING

Trading investments on the Internet has become a standard among
many investors.  We believe that this method of trading will
grow.  We created our Woodstock Discount Division in early 1998
to participate in this growth area as well as to diversify the
firm's operations and assets. This capacity to offer Internet
trading complements our full service business by attracting cost
conscious investors who normally would not have been interested
in the firm. This in turn enhances our ability to "cross market"
other products and services specifically tailored to meet the
Internet needs of our clients.  As the information age continues
to integrate our lives, new Internet business opportunities will
arise and we hope to make these opportunities a large part of our
growth. In doing so, Internet trading will give clients more
opportunity to trade directly as well as allow for the electronic
delivery of documents and information.

Through the Woodstock site, investors have the opportunity to
execute a trade competitive with the deep discount on-line
brokerage firms.  Since as a broker/dealer we already have the
facilities in place to do this, this does not add a great deal of
expense.  All clearing services are provided by the firm's
clearing agent and total cost of operations is minimal.  The firm
plans to enhance the site and provide several more products and
services.

EXPANSION OF EXISTING BUSINESS

We believe that our business has been limited by our capital
position. Increased capital will allow us to expand our existing
business as set forth below:

We intend to intensify our efforts to attract higher producing
independent registered representatives by offering them a higher
quality of service and a larger variety of financial products and
service options to provide to their clients.


                                5

<PAGE>

     The expanded services include:

       *   Improved sales and business development education and
           support services
       *   Better continuing education programs
       *   Enhanced electronic order processing, communications
           and record keeping
       *   Improved compliance support and communications
       *   Better contact with product and service suppliers

We also intend to expand our investment banking activities,
hiring additional brokers and marketing specialized products to
retail and institutional clients.

CLEARING AGENT AND CUSTOMER CREDIT

We currently use Southwest Securities, Inc. as our clearing agent
on a fully disclosed basis (the "Clearing Agent"). The Clearing
Agent processes all securities transactions and maintains the
accounts of customers. Customer accounts are protected through
the Securities Investor Protection Corporation ("SIPC") for up to
$500,000, with coverage of cash balances limited to $100,000.
The Clearing Agent provides through an Excess Securities Bond an
additional aggregate protection of $19.5 million per account
above the SIPC coverage.

The services of the Clearing Agent include billing, credit
control and receipt, custody and delivery of securities. The
Clearing Agent provides the operational support necessary to
process, record and maintain securities transactions for our
brokerage and distribution activities. The total cost of the
Clearing Agent's services is closely monitored to determine the
feasibility of our providing these services ourselves.

The Clearing Agent lends funds to our customers through the use
of margin credit. These loans are made to customers on a secured
basis, with the Clearing Agent maintaining collateral in the form
of salable securities, cash or cash equivalents. Under the terms
of our clearing agreement, we indemnify the Clearing Agent for
any loss on these credit arrangements. We have implemented policy
to avoid possible defaults on margin loans in the increased
supervision of customers with margin loans. The net interest
income to the Company from margin activities for the years ending
December 31, 2003 and 2002 was not material. Margin interest for
the years ending December 31, 2003 and 2002 was approximately
3.6% and 3.3%, respectively, of revenues.

REGULATION

The securities business is subject to extensive and frequently
changing federal and state laws and substantial regulation under
such laws by the Securities and Exchange Commission (the
"Commission") and various state agencies and self-regulatory
organizations, such as NASD Regulation, Inc. ("NASDR"), an arm of
the NASD. We are registered as a broker-dealer with the
Commission and are a member firm of the NASD. Much of the
regulation of broker-dealers has been delegated to self-
regulatory organizations, principally NASDR, which has been
designated by the Commission as the Company's primary regulator.
NASDR adopts rules (which are subject to approval by the
Commission) that govern NASD members and conducts periodic
examinations of member firms' operations. We are also subject to
regulation by state securities administrators in those states in
which we conduct business.

Broker-dealers are subject to regulations which cover all aspects
of the securities business, including sales methods and
supervision, trading practices, use and safekeeping of customers'
funds and securities, capital structure of securities firms,
record keeping and reporting, continuing education and the
conduct of directors, officers and employees. Additional
legislation, changes in rules promulgated by the Commission and
self-regulatory organizations, or changes in the interpretation
or enforcement of existing laws and rules, may directly affect
the mode of operation and profitability of broker-dealers.

The Commission, self-regulatory organizations and state
securities commissions may conduct administrative proceedings
which can result in censure, fine, the issuance of cease-and-
desist orders or the suspension or expulsion of a broker-dealer,
its officers or employees. The principal purpose of regulation
and discipline of broker-dealers is the protection of customers
and the integrity of the securities markets.

Our mutual fund distribution business is subject to extensive
regulation as to duties, affiliations, conduct and limitations on
fees under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Investment Company Act of 1940, as amended
(the "1940 Act"), and the regulations of NASDR. As discussed
above, the Company is a NASDR member. NASDR has prescribed rules



                                6

<PAGE>

(Rule 2830 of the NASDR Conduct Rules) with respect to maximum
commissions, charges and fees related to investment in any open-
end investment company registered under the 1940 Act.

NET CAPITAL REQUIREMENTS

As a registered broker-dealer and a member firm of NASDR, we are
subject to the net capital rule of the Securities and Exchange
Commission (the "Commission"). The net capital rule, which
specifies minimum net capital requirements for registered brokers
and dealers, is designed to measure the general financial
integrity and liquidity of a broker-dealer and requires that at
least a minimum part of its assets be kept in relatively liquid
form. Net capital is essentially defined as net worth (assets
minus liabilities), plus qualifying subordinated borrowings and
less certain mandatory deductions that result from excluding
assets not readily convertible into cash and from valuing certain
other assets, such as a firm's positions in securities,
conservatively.

Among these deductions are adjustments in the market value of
securities to reflect the possibility of a market decline prior
to disposition. We have elected to compute our net capital under
the standard aggregate indebtedness method permitted by the net
capital rule, which requires that the ratio of aggregate
indebtedness to net capital, both as defined, shall not exceed a
15-to-1 ratio. Our required minimum net capital is now $100,000.
As of December 31, 2003, we had NASD reported net capital of
$787,635 and our ratio of aggregate indebtedness to net capital
was .85 to 1.

Failure to maintain the required net capital may subject a firm
to suspension or expulsion by the NASD, the Commission and other
regulatory bodies and ultimately may require its liquidation. We
have met or exceeded all net capital requirements since the
Company was started. The net capital rule also prohibits payments
of dividends, redemption of stock and the prepayment or payment
in respect of principal of subordinated indebtedness if net
capital, after giving effect to the payment, redemption or
repayment, would be less than a specified percentage of the
minimum net capital requirement. Compliance with the net capital
rule could limit those operations that require the intensive use
of capital, such as underwriting and trading activities, and also
could restrict our ability to withdraw capital, which in turn,
could limit our ability to pay dividends, repay debt and redeem
or purchase shares of our outstanding capital stock.

COMPETITION

We encounter intense competition in all aspects of our securities
business and compete directly with other securities firms, a
significant number of which have greater capital and other
resources. In addition to competition from firms currently in the
securities business, there has recently been increasing
competition from other sources, such as commercial banks and
insurance companies offering financial services, and from other
investment alternatives. We believe that the principal factors
affecting competition in the securities industry are the quality
and abilities of professional personnel, including their ability
to effectuate a firm's commitments, and the quality, range and
relative prices of services and products offered.

Although we may expand the financial services we can render to
our customers, we do not now offer as broad a range of financial
services as national stock exchange member firms, commercial
banks, insurance companies and others.

PERSONNEL

At December 31, 2003, we had 6 full-time employees in addition to
approximately 69 registered representatives. None of our
personnel is covered by a collective bargaining agreement. We
consider our relationships with our employees to be good.

ITEM 2.  DESCRIPTION OF PROPERTY

Our principal executive offices are located at 275 Parkway 575,
Suite 100, Woodstock, Georgia 30188 where the Company leases
approximately 4,000 square feet of office space from Colbert
Investments, Inc. an unrelated entity.  The lease for these
premises expires in August 2005.



                                7

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

The Company is subject to routine litigation incidental to its
business.  The Company is vigorously litigating each of these
claims and believes on the advice of its counsel that each of the
claims against the Company is without merit and will not result
in significant recovery to the claimant from the Company or a
finding of any material liability of the Company.

There has been an ongoing NASD arbitration case between the
Company and a group of three of its former customers that has
been resolved.  The Company firmly believed the case had no
merits and was baseless.  However, on July 1, 2003, a panel of
arbitrators, through NASD Dispute Resolution, issued an award in
favor of the plaintiffs in an NASD arbitration proceeding in
which the Company was named as a respondent (Conkey, Potera, Van
Houten v. Riccio, Gaines Berland, Inc., Bear Sterns, Inc., First
American Equities, Inc., Fiserv Correspondent Services, Inc.,
Eisner Securities, Inc., National Financial Services, Inc.,
Sunpoint Securities, Inc., Raike Financial Group, Inc., and
Southwest Securities, Inc. NASD No. 00-04941).  The claims arose
over margin trading by three customers during the market decline
of 1999-2000.  As the market declined, the customers defaulted
and the Company was attempting to collect the unpaid margin debt.
To avoid having to pay, these customers commenced an arbitration
proceeding in Buffalo, New York alleging unauthorized trading,
excessive transactions and unsuitability among other things.  The
Company denied any liability and persisted with its original
claim for over $100,000 of unpaid margin debt.  A three-
arbitrator panel composed of local people found, after hearings,
that the Company was jointly liable with another respondent.  The
Company settled its portion of the award in July 2003.  The
settlement amount is included in arbitration expenses for the
year ended December 31, 2003.  The Company believes this award is
unjust in the extreme, arbitrary, excessive and against the
weight of the evidence.  The Company is barred by the terms of
the settlement from seeking to vacate the award.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


                            PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     (a)  The Company's Common Stock is traded on the NASDAQ OTC
          Bulletin Board under the symbol "RKFG".

          Pursuant to section 701 of Regulation SB, the following
          disclosures are made:
          Item 701(a)      In 2003, the Company sold 34,500 shares
                           of its 7%, convertible, cumulative,
                           $.01 par value preferred stock.
          Item 701(b)      This item is not applicable as there
                           are no underwriters involved in the sale
                           of these securities.
          Item 701(c)      The total proceeds from these sales
                           were $345,000.
          Item 701(d)      The sales were undertaken pursuant to
                           Rule 506 of Regulation D as a non-public
                           offering and further transfers were
                           restricted in the absence of registration
                           or exemption therefrom.
     (b)  Not applicable.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The following discussion should be read in conjunction with the
financial statements of the Company and the notes thereto
appearing elsewhere herein.


                                8

<PAGE>


OVERVIEW AND GENERAL INDUSTRY CONDITIONS

Our primary sources of revenue are commissions earned from
brokerage services. Our principal business activities are, by
their nature, affected by many factors, including general
economic and financial conditions, movement of interest rates,
security valuations in the marketplace, regulatory changes,
competitive conditions, transaction volume and market liquidity.
Consequently, brokerage commission revenue and investment banking
fees can be volatile. While we seek to maintain cost controls, a
significant portion of our expenses is fixed and does not vary
with market activity. As a result, substantial fluctuations can
occur in our revenue and net income from period to period. Unless
otherwise indicated, in this section, references to years are to
fiscal years.

The Company is a licensed insurance broker and we receive
commission revenue as a result of our insurance operations.  The
Company does not regard insurance commissions revenue as material
at this time.

RESULTS OF OPERATIONS - YEARS ENDED DECEMBER 31, 2003 and
2002

Total revenue for the year ended December 31, 2003 increased by
$2,553,497 or 44% to $8,341,118 from $5,787,621 for the
comparable period in 2002.

Commission revenue increased by $2,379,577 or 48% to $7,292,327
from $4,912,750 for comparable period in 2002. The increase was
primarily due to an improvement in market conditions in 2003
compared to 2002.

Interest income increased by $108,592 or 55% to 305,268 for year
ended December 31, 2003 from $196,676 compared to the same period
in 2002.  This increase is due to the increased interest from
margin accounts and customer accounts held by our clearing agent.

The Company recognized a net loss on marketable investment
securities of $18,157 during year ended December 31, 2003
compared to a net loss on marketable investments securities of
$124,924 in the same period in 2002.

Fees from clearing transaction charges and other income decreased
by $41,439 or 5% for the year ended December 31, 2003 compared to
the same period in 2002.  This decrease was principally due to an
overall decline in transactional business.

Total operating expenses for the year ended December 31, 2003
increased by $2,332,625 or 37% to $8,653,057 from $6,320,432 for
the same period in 2002.  This increase resulted primarily from
an increase in commission expenses.

Commissions to brokers increased by $2,525,000 to $6,551,586 for
the year ended December 31, 2003 from $4,026,586 in the prior
year.  This increase is attributable to higher commission
revenue; therefore, commissions to brokers increased.

Clearing costs decreased by $102,634 or 34% to $196,545 for the
year ended December 2003 from $299,179 in the prior year.  This
decrease was due to the Company negotiating a lower clearing fee
with its clearing agent at the beginning of 2003.  As a
percentage of commission income clearing costs were 2.7% in 2003
compared to 6.1% in 2002.

Selling, general and administrative expense decreased $693,204 or
35% to $1,301,463 for the year ended December 31, 2003 from
$1,994,667 in the prior year.  This decrease was due to cost-
cutting measures undertaken by the Company in 2003.  Certain bad
debts, settlements, and customer write-offs expenses incurred in
2002 were not incurred in 2003.  Additionally, the Company
reduced salaries, bonuses, rent, legal, printing costs and
exchange fees in 2003 when compared to 2002.

During 2003, we settled certain arbitration matters described in
note 10 to the financial statements.  These settlements resulted
in an expense of approximately $603,000.

The Company recorded no income tax expense of for the years ended
December 31, 2003 and 2002.

Net loss was $311,939 for the year ended December 31, 2003
compared to a net loss of $532,811 for the same period in 2002.
The principal cause of the net loss in 2003 was the arbitration
settlements booked in 2003 totaling approximately $603,000.
Excluding this settlement, the Company would have reported a net
profit of $245,311 for the year ended December 31, 2003.



                                9

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Our assets are reasonably liquid with a substantial majority
consisting of cash and cash equivalents, investment securities,
and receivables from other broker-dealers and our clearing agent,
all of which fluctuate depending upon the levels of customer
business and trading activity. Receivables from broker-dealers
and our clearing agent turn over rapidly. Both our total assets
as well as the individual components as a percentage of total
assets may vary significantly from period to period because of
changes relating to customer demand, economic, market conditions
and proprietary trading strategies. Our total net assets at
December 31, 2003 were $818,276.

As a broker-dealer, we are subject to the Securities and Exchange
Commission Uniform Net Capital Rule (Rule15c3-1). The Rule
requires maintenance of minimum net capital and that we maintain
a ratio of aggregate indebtedness (as defined) to net capital (as
defined) not exceed 15 to 1. Our minimum net capital requirement
is $100,000.  Under the Rule we are subject to certain
restrictions on the use of capital and its related liquidity. Our
net capital position at December 31, 2003 was $787,635 and our
ratio of aggregate indebtedness to net capital was .85 to 1.

Historically, we have financed our operations through cash flow
from operations and the private placement of equity securities.
We have not employed any significant leverage or debt.

We believe that our capital structure is adequate for our current
operations. We continually review our overall capital and funding
needs to ensure that our capital base can support the estimated
needs of the business. These reviews take into account business
needs as well as the Company's regulatory capital requirements.
Based upon these reviews, to take advantage of strong market
conditions and to fully implement our expansion strategy, we
believe that we will require increased net capital provided by
the proceeds from private sales of its securities.

During 2003, the Company issued 34,500 shares of its 7%,
convertible, cumulative, $.01 par value preferred stock for
proceeds of $345,000.  The proceeds from the sale of this stock
were used to expand the Company's business and for general
corporate purposes.  Also in 2003, 2,500 shares of the Company's
preferred stock were redeemed.

The Company's cash and cash equivalents decreased by $64,930 to
$523,627 as of December 31, 2003, from $588,557 as of December
31, 2002. This decrease was due to cash used in operating
activities of $309,575, which was partially offset by cash
provided by financing activities of $293,660.  For more
information on the cash flows of the Company, please see the
statement of cash flows included in the Company's financial
statements appearing elsewhere herein.

EFFECTS OF INFLATION AND OTHER ECONOMIC FACTORS

Market prices of securities are generally influenced by changes
in rates of inflation, changes in interest rates and economic
activity generally. Our revenues and net income are, in turn,
principally affected by changes in market prices and levels of
market activity.  Moreover, the rate of inflation affects our
expenses, such as employee compensation, occupancy expenses and
communications costs, which may not be readily recoverable in the
prices of services offered to our customers. To the extent
inflation, interest rates or levels of economic activity
adversely affect market prices of securities, our financial
condition and results of operations will also be adversely
affected.

ITEM 7.   FINANCIAL STATEMENTS

          The following financial statements are included herein:

          Report of Independent Certified Public Accountants
          Balance Sheets as of December 31, 2003 and 2002
          Statements  of Operations for the years ended
            December 31, 2003 and 2002
          Statements of Shareholders' Equity for the years ended
            December 31, 2003 and 2002
          Statements of Cash Flows for the years ended December
            31, 2003 and 2002
          Notes to Financial Statements
          Supplemental Schedule - Computation of Net Capital
            Under Rule 15c3-1 of the Securities and Exchange
            Commission



                                10

<PAGE>

                               [LOGO]

                        Porter Keadle Moore, LLP
                        ------------------------



         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





To the Shareholders
Raike Financial Group, Inc.


We have audited the accompanying balance sheets of Raike
Financial Group, Inc. (the "Company") as of December 31, 2003 and
2002, and the related statements of operations, shareholders'
equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Raike Financial Group, Inc. as of December 31, 2003 and 2002,
and the results of its operations and its cash flows for the
years then ended in conformity with accounting principles
generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The information
contained in the Supplemental Schedule is presented for purposes
of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required
by Rule 17a-5 of the Securities Exchange Act of 1934. Such
information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our
opinion, is fairly presented in all material respects in relation
to the basic financial statements taken as a whole.


                                   /s/PORTER KEADLE MOORE, LLP


Atlanta, Georgia
January 28, 2004





                                11

                   Certified Public Accountants
-------------------------------------------------------------------
   Suite 1800 * 235 Peachtree Street NE * Atlanta, GA 30303 *
               Phone 404-588-4200 * Fax 404-588-4222
                            www.pkm.com

<PAGE>


                    RAIKE FINANCIAL GROUP, INC.

                          Balance Sheets

                    December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                        2003           2002
                                                    ------------   ------------
<S>                                                 <C>            <C>
                               Assets
                               ------

Cash and cash equivalents                         $      523,627        588,557
Certificates of deposit                                  145,188        141,370
Clearing deposit                                         125,000        135,000
Marketable investment securities, at market value           -            24,000
Furniture, fixtures, and equipment, at cost,
  net of accumulated depreciation of $63,648 and
  $54,374, respectively                                   21,395         15,472
Commissions receivable                                   621,220        370,576
Other assets                                              48,220         40,927
                                                    ------------   ------------
                                                  $    1,484,650      1,315,902
                                                    ============   ============


                 Liabilities and Shareholders' Equity
                 ------------------------------------

Liabilities:
  Accounts payable                                $       82,751         96,799
  Commissions payable                                    479,934        314,175
  Advance from shareholder                                 4,979           -
  Preferred dividends  payable                            25,549         13,620
  Trading margin                                            -            24,000
  Other liabilities                                       73,161         25,300
                                                    ------------   ------------
           Total liabilities                             666,374        473,894
                                                    ------------   ------------

Commitments and contingencies

Shareholders' equity:
  Series A preferred stock of $.01 par value;
    5,000,000 shares authorized, 73,500 and
    41,500 shares issued and outstanding,
    respectively (liquidation value of
    $735,000 and $415,000, respectively)                     735            415
  Common stock of $.01 par value; 50,000,000
    shares authorized; 17,641,775 and 17,577,252
    issued in 2003 and 2002, respectively                176,418        175,773
  Additional paid-in capital                           3,164,358      2,833,368
  Accumulated deficit                                 (2,448,985)    (2,093,298)
  Treasury stock; 60,000 shares                          (74,250)       (74,250)
                                                    ------------   ------------

           Total shareholders' equity                    818,276        842,008
                                                    ------------   ------------

                                                  $    1,484,650      1,315,902
                                                    ============   ============
</TABLE>




See accompanying notes to financial statements.


                                12

<PAGE>


                   RAIKE FINANCIAL GROUP, INC.

                    Statements of Operations

        For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                        2003           2002
                                                    ------------   ------------
<S>                                                 <C>            <C>

Operating income:
  Commissions                                     $    7,292,327      4,912,750
  Interest and dividends                                 305,268        196,676
  Losses on marketable investment securities             (18,157)      (124,924)
  Other fees                                             761,680        803,119
                                                    ------------   ------------
      Total operating income                           8,341,118      5,787,621
                                                    ------------   ------------

Operating expenses:
  Commissions to brokers                               6,551,586      4,026,586
  Clearing costs                                         196,545        299,179
  Selling, general and administrative expenses         1,301,463      1,994,667
  Settlements of arbitration matters                     603,463           -
                                                    ------------   ------------
      Total operating expenses                         8,653,057      6,320,432
                                                    ------------   ------------

      Net loss                                    $     (311,939)      (532,811)
                                                    ============   ============

Net loss per share, based on weighted average
  shares outstanding of 17,629,502 in 2003
  and 17,434,752 in 2002                          $         (.02)          (.03)
                                                    ============   ============

</TABLE>








See accompanying notes to financial statements.


                                13

<PAGE>

                    RAIKE FINANCIAL GROUP, INC.

                 Statements of Shareholders' Equity

           For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>


                                                            Addt'l                                   Total
                                   Preferred    Common      Paid-In      Accumulated    Treasury   Shareholders'
                                    Stock       Stock       Capital       Deficit         Stock       Equity
                                   ---------   --------    ---------    ------------    ---------  ------------
<S>                                <C>         <C>         <C>          <C>             <C>        <C>

Balance at December 31, 2001       $     105   170,968     2,529,178      (1,539,742)     (74,250)    1,086,259

Proceeds from private placement
  stock sales                            310      -          304,190            -            -          304,500
Preferred dividends                       -       -             -            (20,745)        -          (20,745)
Stock options exercised                   -      4,805          -               -            -            4,805
Net loss                                  -       -             -           (532,811)        -         (532,811)
                                   ---------   --------    ---------    ------------    ---------  ------------

Balance at December 31, 2002             415    175,773    2,833,368      (2,093,298)     (74,250)      842,008

Proceeds from private placement
  stock sales                            345       -         344,655            -            -          345,000
Redemption of preferred stock            (25)      -         (24,975)           -            -          (25,000)
Preferred dividends                       -        -            -            (43,748)        -          (43,748)
Stock options exercised                   -         645       11,310            -            -           11,955
Net loss                                  -        -            -           (311,939)        -         (311,939)
                                   ---------   --------    ---------    ------------    ---------  ------------

Balance at December 31, 2003       $     735    176,418    3,164,358      (2,448,985)     (74,250)      818,276
                                   =========   ========    =========    ============    =========  ============
</TABLE>














See accompanying notes to financial statements.



                                14

<PAGE>


                    RAIKE FINANCIAL GROUP, INC.

                     Statements of Cash Flows

          For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                             2003           2002
                                                         ------------   ------------
<S>                                                      <C>            <C>

Cash flows from operating activities:
Net loss                                               $     (311,939)     (532,811)
Adjustments to reconcile net loss to net
  cash used by operating activities:
    Depreciation                                                9,274         8,394
    Compensation expense related to stock
      options issued                                           11,455          -
    Write-off of note receivable from affiliate                  -          139,434
    Change in marketable investment securities                 24,000       129,147
    Change in commissions receivable                         (250,644)      (13,040)
    Change in other assets                                     32,707       (32,112)
    Change in accounts payable                                (14,048)       30,078
    Change in commissions payable                             165,759         5,463
    Change in trading margin                                  (24,000)     (103,897)
    Change in other liabilities                                47,861       (24,700)
                                                         ------------   ------------

       Net cash used by operating activities                 (309,575)      (394,044)
                                                         ------------   ------------

Cash flows from investing activities:
  Purchases of furniture, fixtures and equipment              (15,197)        (3,954)
  Change in certificate of deposit                             (3,818)        (7,055)
  Change in restricted cash                                   (40,000)          -
  Change in clearing deposit                                   10,000        (10,000)
                                                         ------------   ------------

       Net cash used by investing activities                  (49,015)       (21,009)
                                                         ------------   ------------

Cash flows from financing activities:
  Proceeds from advances from shareholder                     175,000           -
  Repayment of advances from shareholder                     (170,021)          -
  Proceeds from exercise of stock options                         500          4,805
  Proceeds from private placement stock sales                 345,000        304,500
  Redemption of preferred stock                               (25,000)          -
  Cash dividends paid on preferred stock                      (31,819)        (7,125)
                                                         ------------   ------------

            Net cash provided by financing activities         293,660        302,180
                                                         ------------   ------------

     Net change in cash                                       (64,930)      (112,873)

Cash at beginning of period                                   588,557        701,430
                                                         ------------   ------------

Cash at end of period                                  $      523,627        588,557
                                                         ============   ============

Supplemental disclosure of cash paid for:
  Interest                                             $        6,148          5,409

Supplemental disclosure of non-cash financing
activities:
  Issuance of stock options                            $       11,455           -
  Change in preferred dividends payable                $       11,929         13,620

</TABLE>


See accompanying notes to financial statements.


                                15

<PAGE>


                   RAIKE FINANCIAL GROUP, INC.

                 Notes to Financial Statements

(1)  Description of Business and Summary of Significant
     Accounting Policies
     --------------------------------------------------

     Business
     --------
     Raike Financial Group, Inc. (the "Company") is a full
     service securities brokerage firm, which has been in
     business since 1995.  The Company is registered as a broker-
     dealer with the National Association of Securities Dealers
     ("NASD") in 48 states and also as a municipal securities
     dealer with the Municipal Securities Regulation Board
     ("MSRB").  The Company is subject to net capital and other
     regulations of the U.S. Securities and Exchange Commission
     ("SEC"). The Company offers full service commission and fee-
     based money management services to individual and
     institutional investors.  The Company maintains a custody-
     clearing relationship with SWS Securities, Inc.

     Basis of Presentation
     ---------------------
     The accounting and reporting policies of the Company conform
     to accounting principles generally accepted in the United
     States of America ("GAAP") and to general practices within
     the broker-dealer industry. The preparation of financial
     statements in conformity with GAAP requires the Company's
     management to make estimates and assumptions that affect the
     amounts reported in the financial statements. Actual results
     could differ from these estimates.

     Revenue Recognition and Commissions Receivable
     ----------------------------------------------
     Commissions represent transactions processed and net fees
     charged to customers per transaction for buy and sell
     transactions processed. Commissions are recorded on a
     settlement date basis, which does not differ materially from
     trade date basis.

     Cash and Cash Equivalents
     -------------------------
     For purposes of the statements of cash flow, the Company
     considers all investments with an original maturity of three
     months or less to be a cash equivalent.  As of December 31,
     2003 and 2002, the Company maintained cash balances with
     financial institutions and brokerage companies totaling
     $533,816 and $564,928, respectively, that exceeded the
     Federal deposit insurance limits.

     Marketable Investment Securities
     --------------------------------
     Marketable investment securities are recorded at their
     market value, with the difference between cost and market
     reflected as unrealized gain or loss in the statement of
     operations.  Marketable investment securities transactions
     of the Company are recorded on a trade date basis.

     Furniture, Fixtures and Equipment
     ---------------------------------
     Furniture, fixtures and equipment are reported at cost less
     accumulated depreciation. Depreciation is computed primarily
     by the straight-line method over the estimated useful lives
     of the assets (three to seven years).

     Income Taxes
     ------------
     Deferred tax assets and liabilities are recognized for the
     future tax consequences attributable to differences between
     the financial statement carrying amounts of existing assets
     and liabilities and their respective tax bases.
     Additionally, the recognition of future tax benefits, such
     as net operating loss carryforwards, is required to the
     extent that realization of such benefits is more likely than
     not. Deferred tax assets and liabilities are measured using
     enacted tax rates expected to apply to taxable income in the
     years in which the assets and liabilities are expected to be
     recovered or settled. The effect on deferred tax assets and
     liabilities of a change in tax rates is recognized in income
     tax expense in the period that includes the enactment date.

     In the event the future tax consequences of differences
     between the financial reporting bases and the tax bases of
     the Company's assets and liabilities results in deferred tax
     assets, an evaluation of the probability of being able to
     realize the future benefits indicated by such asset is
     required. A valuation allowance is provided for the portion
     of the deferred tax asset when it is more likely than not
     that some portion or all of the deferred tax asset will not
     be realized. In assessing the realizability of the deferred
     tax assets, management considers the scheduled reversals of
     deferred tax liabilities, projected future taxable income,
     and tax planning strategies.


                                16

<PAGE>


                   RAIKE FINANCIAL GROUP, INC.

              Notes to Financial Statements, continued

(1)  Description of Business and Summary of Significant
     Accounting Policies, continued
     --------------------------------------------------

     Trading Margin
     --------------
     Trading margin represents amounts loaned to the Company to
     purchase certain marketable investment securities.  The
     trading margin is collateralized by the Company's marketable
     investment securities and bears interest at a floating rate.

     Treasury Stock
     --------------
     Treasury stock is accounted for by the cost method.
     Subsequent reissuances are accounted for at average cost.

     Net Loss Per Share
     ------------------
     The Company is required to report loss per share on the face
     of the statement of operations with and without the dilutive
     effects of potential common stock issuances from instruments
     such as options, convertible securities and warrants.
     Additionally, the Company must reconcile the amounts used in
     the computation of both "basic earnings per share" and
     "diluted earnings per share." During the years ended
     December 31, 2003 and 2002, the Company had potential common
     stock issuances outstanding totaling 695,500 and 412,500
     shares, respectively, related to stock options, preferred
     stock, and warrants. However, the effect of these potential
     common stock issuances would be antidilutive, due to the net
     loss for the years, and thus the effect of these potential
     common stock issuances have been excluded from the
     computation of net loss per share for each year.  Presented
     below is a summary of earnings per share for the years ended
     December 31, 2003 and 2002:

<TABLE>
<CAPTION>
<S>                                                   <C>           <C>
     Weighted average common shares outstanding       17,629,502    17,434,752
                                                      ==========    ==========

     Net loss                                       $   (311,939)     (532,811)
     Preferred stock dividend                            (43,748)      (20,745)
                                                      ----------    ----------
     Net loss attributable to common shareholders   $   (355,687)     (553,556)
                                                      ==========    ==========

     Net loss per common share                      $       (.02)         (.03)
                                                      ==========    ==========
</TABLE>

     Stock-Based Compensation
     ------------------------
     At December 31, 2002, the Company sponsors a stock-based
     compensation plan, which is described more fully in Note 8.
     The Company accounts for this plan under the recognition and
     measurement principles of APB Opinion No. 25, Accounting for
     Stock Issued to Employees, and related Interpretations.
     Stock-based employee compensation cost is reflected in net
     income, only to the extent that the option price is less
     than the market value at the grant date.  Net loss and loss
     per share would not be different if the Company had applied
     the fair value recognition provisions of FASB Statement No.
     123, Accounting for Stock-Based Compensation, to stock-based
     employee compensation. During 2003, the Company recognized
     $11,455 in compensation expense related to this plan for
     options granted during the year.

(2)  Related Party Transactions and Commitments
     ------------------------------------------
     The Company has entered into a consulting agreement with the
     majority shareholders of the Company.  This consulting
     agreement calls for annual consulting fees totaling
     $250,000.  Additionally, the majority shareholders are to
     receive a bonus equal to 2.5% of revenues of the Company.
     During 2002, this bonus totaled $144,691.  During 2003, the
     bonus totaled $208,590, of which $86,063 was forgiven.
     During 2003 and 2002 the majority shareholders forgave
     $15,469 and $31,554, respectively, of consulting fees.

     During 2003, the majority shareholder of the Company
     advanced the Company $175,000 in the form of a non-interest
     bearing advance.  $170,021 of this advance was repaid during
     2003 leaving an outstanding balance of $4,979 as of December
     31, 2003.  The advance was repaid in January 2004.



                                17

<PAGE>

                    RAIKE FINANCIAL GROUP, INC.

             Notes to Financial Statements, continued

(2)  Related Party Transactions and Commitments, continued
     -----------------------------------------------------

     During 2003 and 2002, the Company received $10,500 and
     $173,348, respectively, from Raike Investments, LP, an
     affiliate through common ownership, as reimbursement for
     marketing expenses and bonuses paid to certain brokers.

     Effective October 13, 2000, the Company signed a five-year
     lease for approximately 4,500 square feet of office space at
     a rate of $18 per square foot or $81,000 per year.  The
     Company signed a three-year lease effective August 1, 2002
     for an additional 500 square feet of office space at $18 per
     square foot or $9,000 per year. For both leases, the lessor
     is White Mountain Partners, Inc., a corporation wholly owned
     by the majority shareholders of the Company.  During 2003,
     White Mountain Partners, Inc. sold the office building to an
     unrelated third party and the Company signed a two-year
     lease agreement for approximately 4,000 square feet of
     office space.  The lease agreement between the Company and
     White Mountain Partners, Inc. was terminated at that time.
     Rent expense for the years ended December 31, 2003 and 2002
     approximated $73,000 and $89,000, respectively.

     Future minimum lease payments on the lease at December 31,
     2003 were as follows:

        Year Ending December 31,
        ------------------------

                 2004                         $  54,000
                 2005                            49,500
                                              ---------
                                              $ 103,500
                                              =========


     B/D Compliance Associates, Inc., a company owned by a former
     director of the Company, provided regulatory consulting
     services during 2002.  During 2002, the Company paid B/D
     Compliance Associates, Inc. $5,472 for consulting services.

(3)  Net Capital Requirements
     ------------------------
     The Company is subject to the SEC Uniform Net Capital Rule
     (SEC Rule 15c3-1), which requires the maintenance of minimum
     net capital and requires that the ratio of aggregate
     indebtedness to net capital, both as defined, shall not
     exceed 15 to 1 (and the rule of the "applicable" exchange
     also provides that equity capital may not be withdrawn or
     cash dividends paid if the resulting net capital ratio would
     exceed 10 to 1).  At December 31, 2003, the Company had net
     capital of $787,635 which was $687,635 in excess of its
     required net capital of $100,000.  The Company's net capital
     ratio was .85 to 1.

(4)  Marketable Investment Securities
     --------------------------------
     Marketable investment securities at December 31, 2002
     consisted of equity securities.  Those securities served as
     collateral for the Company's trading margin.  As of December
     31, 2003, the Company did not own any marketable investment
     securities.

(5)  Restricted Assets
     -----------------
     In August 2002, the Company lost an arbitration case and in
     June 2003, the arbitration order was confirmed.  The Company
     was ordered to pay the plaintiff approximately $28,700 plus
     interest.  The Company has appealed the decision.  The
     Company has a certificate of deposit in the amount of
     $40,000 that is held in escrow pending the final outcome of
     the appeal.  This certificate of deposit is included in
     other assets as of December 31, 2003.

(6)  Income Taxes
     ------------
     The components of income tax expense for the years ended
     December 31, 2003 and 2002 are as follows:

<TABLE>
<CAPTION>
                                                      2003             2002
                                                   ---------        ---------
<S>                                                <C>              <C>
        Current                                  $      -                 -
        Deferred                                    (119,644)        (202,468)
        Change in valuation allowance                119,644          202,468
                                                   ---------        ---------
                                                 $      -                 -
                                                   =========        =========
</TABLE>


                                18

<PAGE>


                  RAIKE FINANCIAL GROUP, INC.

           Notes to Financial Statements, continued

(6)  Income Taxes, continued
     -----------------------
     The difference between income tax expense (benefit) computed
     by applying the statutory federal income tax rate to loss
     before taxes for the years ended December 31, 2003 and 2002
     is as follows:

<TABLE>
<CAPTION>
                                                      2003             2002
                                                   ---------        ---------
<S>                                                <C>              <C>
        Pretax loss at statutory rate            $  (106,059)        (181,156)
        State income tax, net of federal benefit     (12,478)         (21,312)
        Other                                         (1,107)            -
        Change in valuation allowance                119,644          202,468
                                                   ---------        ---------
                                                 $      -                -
                                                   =========        =========
</TABLE>


     The following summarizes the components of deferred taxes at
     December 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                      2003             2002
                                                   ---------        ---------
<S>                                                <C>              <C>

        Deferred income tax assets:
        Operating loss carryforwards             $   665,752          550,461
        Stock compensation expense                   263,353          259,000
        Accrued expenses                               9,500            9,500
                                                   ---------        ---------

        Total gross deferred income tax assets       938,605          818,961
        Less valuation allowance                     938,605          818,961
                                                   ---------        ---------

        Net deferred tax asset                    $     -                -
                                                   =========        =========
</TABLE>

     During 2003 and 2002, a valuation allowance was established
     for the entire amount of the net deferred tax asset, as the
     realization of the deferred tax asset is dependent on future
     taxable income.

     At December 31, 2003, the Company had net operating loss
     carryforwards for tax purposes of approximately $1,730,000,
     which will expire beginning in 2015 if not previously
     utilized.

(7)  Selling, General and Administrative Expenses
     --------------------------------------------
     Components of selling, general and administrative expenses
     which are greater than 1% of total revenues for the years
     ended December 31, 2003 and 2002 are as follows:

<TABLE>
<CAPTION>
                                                      2003             2002
                                                   ---------        ---------
<S>                                                <C>              <C>

        Consultant fees                          $   426,680          365,093
        Customer write offs                           15,978           93,192
        Licenses and registrations                    26,547          125,818
        Rent                                          72,600           89,100
        Compensation                                 320,777          376,582
        Legal and professional fees                  201,912          180,024
        Marketing                                     27,866           82,499
</TABLE>


(8)  Shareholders' Equity
     --------------------
     Stock Option Plan
     The Company sponsors an incentive stock option plan for the
     benefit of certain employees in order that they might
     purchase Company stock at a certain price.  A total of
     800,000 shares of the Company's common stock are reserved
     for possible issuance under this plan.


                                19

<PAGE>

                   RAIKE FINANCIAL GROUP, INC.

             Notes to Financial Statements, continued

(8)  Shareholders' Equity, continued
     -------------------------------
     Stock Option Plan, continued
     A summary of activity in the stock option plans is presented
     below:

<TABLE>
<CAPTION>
                                             2003                         2002
                                       --------------------        ---------------------
                                                  Weighted                     Weighted
                                                   Average                      Average
                                                    Price                        Price
                                       Shares     Per Share         Shares     Per Share
                                       --------------------        ---------------------
<S>                                    <C>                         <C>

     Outstanding, beginning of year     50,000    $    .01          555,500    $     .01
     Granted during the year            14,500         .01             -               -
     Cancelled during the year            -              -          (25,000)         .01
     Exercised during the year         (64,500)        .01         (480,500)         .01
                                       -------                      -------
     Outstanding, end of year             -              -           50,000          .01
                                       =======                      =======

</TABLE>

     The weighted average grant date fair value of options issued
     in 2003 was $.79. This fair value was based on the closing
     price of the Company's common stock on the date the options
     were granted.

     Perpetual Preferred Stock
     During 2003 and 2002, the Company issued 34,500 and 31,000
     shares, respectively, of its Series A Preferred Stock
     ("Preferred Stock") for $345,000 and $304,500, respectively.
     The Preferred Stock pays a cumulative annual dividend of
     $.70 per share.  Each share of Preferred Stock is
     convertible into five shares of common stock at the option
     of the holder.  Each share of Preferred Stock is mandatorily
     convertible into five shares of common stock upon the filing
     of public offering registration statement or a change in
     control (as defined).  The Company may redeem the Preferred
     Stock by giving 30-day's notice to the preferred
     stockholders for a redemption price of $10.00 per share,
     plus unpaid dividends through the redemption date.  Upon
     voluntary or involuntary dissolution of the Company, the
     preferred stockholders will receive $10.00 per share prior
     to the distribution of any amounts to common shareholders.
     The Preferred Stock has no voting rights. Also during 2003,
     2,500 shares of the Company's preferred stock were redeemed.

     Warrants
     In connection with the issuance of the Company's Preferred
     Stock, the Company issued 86,250 and 77,500 Class A warrants
     in 2003 and 2002, respectively, and 86,250 and 77,500 Class
     B warrants in 2003 and 2002, respectively. The Class A
     warrants allow each holder to purchase one share of common
     stock for $2.00 and expire on January 31, 2004 and the Class
     B warrants allow each holder to purchase one share of common
     stock for $3.00 and expire on July 31, 2005.

(9)  Employee Retirement Plan
     ------------------------
     Effective February 1, 2003, the Company established a
     Savings Incentive Match Plan for Employees of Small
     Employers (SIMPLE IRA). Employees who receive at least
     $5,000 of compensation for the calendar year are eligible to
     participate. The Company matches employee contributions
     dollar for dollar up to three percent of the employee's
     compensation.  Total contributions for any employee are
     limited to $8,000 for 2003.  During 2003, the Company
     contributed approximately $8,000 to the plan.

(10) Commitments and Contingencies
     -----------------------------
     The Company has been named as respondent in several
     arbitrations that allege violations of securities laws and
     claim substantial damages.  Management of the Company, after
     consultation with outside legal counsel, believes that the
     resolution of these various arbitrations will not result in
     material adverse effect on the Company's financial position
     or results of operations.


                                20

<PAGE>


                   RAIKE FINANCIAL GROUP, INC.

            Notes to Financial Statements, continued


(10) Commitments and Contingencies, continued
     ----------------------------------------
     There has been an ongoing NASD arbitration case between the
     Company and a group of three of its former customers that
     has been resolved.  The Company firmly believed the case had
     no merits and was baseless.  However, on July 1, 2003, a
     panel of arbitrators, through NASD Dispute Resolution,
     issued an award in favor of the plaintiffs in an NASD
     arbitration proceeding in which the Company was named as a
     respondent (Conkey, Potera, Van Houten v. Riccio, Gaines
     Berland, Inc., Bear Sterns, Inc., First American Equities,
     Inc., Fiserv Correspondent Services, Inc., Eisner
     Securities, Inc., National Financial Services, Inc.,
     Sunpoint Securities, Inc., Raike Financial Group, Inc., and
     Southwest Securities, Inc. NASD No. 00-04941).  The claims
     arose over margin trading by three customers during the
     market decline of 1999-2000.  As the market declined, the
     customers defaulted and the Company was attempting to
     collect the unpaid margin debt.  To avoid having to pay,
     these customers commenced an arbitration proceeding in
     Buffalo, New York alleging unauthorized trading, excessive
     transactions and unsuitability among other things.  The
     Company denied any liability and persisted with its original
     claim for over $100,000 of unpaid margin debt.  A three-
     arbitrator panel composed of local people found, after
     hearings, that the Company was jointly liable with another
     respondent.  The Company settled its portion of the award in
     July 2003.  The settlement amount is included in arbitration
     expenses for the year ended December 31, 2003.  The Company
     believes this award is unjust in the extreme, arbitrary,
     excessive and against the weight of the evidence.  The
     Company is barred by the terms of the settlement from
     seeking to vacate the award.

     Effective January 1, 2004, the Company entered into an
     agreement with an investor relations firm, which provides
     that the Company reserve 50,000 shares of common stock under
     SEC Rule 144 as part of the fees to be paid for investor and
     public relations services.  In addition to the shares of
     stock, fees of $35,000 are payable under the terms of the
     agreement.  This agreement expires December 31, 2004.

















                                21

<PAGE>














                           SUPPLEMENTAL

                             SCHEDULE

















                                22

<PAGE>


                    RAIKE FINANCIAL GROUP, INC.

                       Supplemental Schedule

         Computation of Net Capital Under Rule 15c3-1 of
              the Securities and Exchange Commission

                        December 31, 2003

Computation of Net Capital:
--------------------------

Total shareholders' equity                              $ 818,276
Non-allowable assets                                      (29,615)
                                                        ---------

Tentative net capital                                     788,661
Haircuts                                                   (1,026)
                                                        ---------

Net capital                                               787,635
Minimum net capital                                       100,000
                                                        ---------
    Excess net capital                                  $ 687,635
                                                        =========

Aggregate Indebtedness to Net Capital Ratio:
------------------------------------------

Aggregate indebtedness                                  $ 666,374
                                                        =========

Net capital                                             $ 787,635
                                                        =========

Ratio                                                    .85 to 1
                                                         ========


Reconciliation with Company's computation of net capital
    (included in Part II of its FOCUS report as of
                   December 31, 2003):
--------------------------------------------------------

Net capital, as reported in Part II (unaudited)
  FOCUS report                                          $ 810,013

Audit adjustments, net                                    (22,378)
                                                        ---------
Net capital per above                                   $ 787,635
                                                        =========


                                23

<PAGE>


ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our
management, including our Chief Executive Officer and Chief
Financial Officer, reviewed and evaluated the effectiveness of
the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 15d-15.  Based upon that
evaluation, our Chief Executive Offier and Chief Financial
Officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information
relating to the Company that is required to be included in our
periodic filings with the Securities and Exchange Commission.
There have been no significant changes in our internal controls
or, to management's knowledge, in other factors that could
significantly affect those internal controls subsequent to the
date we carried out our evaluation, and there has been no
corrective actions with respect to significant deficiencies or
material weaknesses.


                          PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
          ACT

Set forth below is information regarding our directors and
executive officers.   We have no other management employees
besides those described below, and there are currently no other
persons under consideration to become directors or executive
officers.

<TABLE>
<CAPTION>

NAME                         AGE        POSITION
----                         ---        --------
<S>                          <C>        <C>
William J. Raike, III         45        Chairman, President and CEO

Melissa L. Whitley            27        Treasurer, CFO and Director

Morris L. Brunson             64        Director

William D. Bertsche           59        Director

Christopher Casdia            34        COO and Director

Geoffrey T. Chalmers          68        Director
</TABLE>


The Board of Directors has designated an Audit Committee of the
Board of Directors consisting of two members, that will review
the scope of accounting audits, review with the independent
auditors the corporate accounting practices and policies and
recommend to whom reports should be submitted within the
Company, review with the independent auditors their final
report, review with independent auditors overall accounting and
financial controls, and be available to the independent auditors
during the year for consultation purposes. The Board of
Directors has also designated a Compensation Committee of the
Board of Directors consisting of three Directors, which will
review the performance of senior management, recommend
appropriate compensation levels and approve the issuance of
stock options pursuant to the Company's stock option plan. All
Directors and officers of the Company serve until their
successors are duly elected and qualify.

The Audit Committee consists of Morris Brunson, and William
Bertsche.

The Compensation Committee consists of Morris Brunson,
William Raike, and William Bertsche.



                                24

<PAGE>

    William J. Raike, III, Chairman, President and CEO
    --------------------------------------------------

Mr. Raike's eighteen-year tenure in the financial services
industry has been marked with numerous accomplishments.  His
brokerage career began as a Financial Consultant with the NASD
member national brokerage firm JW Gant & Co., where he started
as a trainee and in less than five years was promoted to vice
president and branch manager in Atlanta, Georgia.  Mr. Raike
later spent approximately two years with a NYSE Member Firm
located in Richmond, Virginia and approximately two years as an
independent owner-operator of a branch office with an NASD
member firm.  Mr. Raike formed Raike Financial Group, Inc. in
March of 1995 and has been successful in growing the Company
from two registered representatives and $200,000 in 1995 to over
100 registered representatives and approximately $10,000,000 in
revenues by the year 2000.  Mr. Raike oversees all divisions of
the Company holds the Series 4 (Registered Options Principal), 7
(General Securities Representative), 24 (General Securities
Principal), 55 (Equity Trader), 63 (State Securities License)
and 65 (Registered Investment Advisor) licenses.

    Melissa L. Whitley, Treasurer, CFO and Director
    -----------------------------------------------

Mrs. Whitley has been with Raike Financial Group, Inc. since its
inception in March 1995.  Prior to joining Raike Financial, she
was the operations manager of an independently owned OSJ branch
office.  Mrs. Whitley has served in several capacities during
her tenure at Raike Financial including: trading operations,
administrative operations, as well as accounting and payroll.
Mrs. Whitley currently holds a Series 27 Financial Operations
Principal License.

    Morris L. Brunson, Director
    ---------------------------

Mr. Brunson graduated from Berry College in 1958 with a degree
in Business Administration with a concentration in Accounting.
His career has been spent in the accounting and financial areas
primarily in the health care business.  He was the Accounting
Manager for Floyd Medical Center, a Cost Accountant for
Ledbetter Construction Co. and has held several positions at the
American Red Cross and the United Way.  He retired from the firm
in 1998 to pursue the management of several personal
investments.

    William D. Bertsche, Director
    -----------------------------

Mr. Bertsche was educated at Santa Rosa College in Santa Rosa,
California and at River Falls College in Wisconsin.  At an early
age, Mr. Bertsche managed a family business in the dairy
industry and since has managed private business ventures in the
private security industry.  He is an entrepreneur and has been
self employed for the better part of his life and spends his
time managing his personal investments.

    Christopher Casdia, COO and Director
    ------------------------------------

Mr. Casdia is Raike Financial Group's Chief Operating Officer
with responsibility for achieving short and long-term financial
and operational goals for the Company.  Prior to joining Raike
Financial, Mr. Casdia was the branch manager of an equity day-
trading firm.  His responsibilities included managing the
overall risk of equity exposure, educating and training traders,
and branch office profit and loss financial statements.  Prior
to this, Mr. Casdia served as Chief Compliance Officer and Chief
Financial Officer of Barron Chase Securities.  Barron Chase
served a niche market in the investment banking community and
had many very successful Initial Public Offerings.  With Barron
Chase, Mr. Casdia was responsible for overall compliance with
the firm policies and the SEC financial reports that are
required of all broker-dealers.

    Geoffrey T. Chalmers, Director
    ------------------------------

Mr. Chalmers is a graduate of Harvard College and Columbia Law
School.  He has been a practicing attorney for over 35 years in
corporate and securities law, having acted as general counsel to
several public and private companies, including broker dealers.
He is engaged in private practice.


                                25

<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth the annual compensation of i)
each of our two highest-paid officers and ii) the Company's
officers or directors as a group for the year ended December 31,
2003:

<TABLE>
<CAPTION>
NAME OR IDENTITY OF GROUP     TITLE                       COMPENSATION
-----------------------------------------------------------------------
<S>                           <C>                         <C>
William J. Raike, III         Chairman, President         $   *
                              and CEO

Shannon L. Raike              Executive Vice-President,   $   *
                              Treasurer and CFO

TOTAL SALARIES FOR THE YEAR 2003 OF OFFICERS
AND DIRECTORS AS A GROUP                                  $   357,058
</TABLE>

*  William and Shannon Raike were paid $357,058 under a consulting
   agreement during 2003.  Effective June 30, 2003, Shannon Raike
   resigned as an officer of the Company.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The following table sets forth the record ownership of our
Common Stock as of December 31, 2003 as to (i) each person or
entity who owns more than five percent (5%) of any class of our
Securities (including those shares subject to outstanding
options), (ii) each person named in the table appearing in
"Remuneration of Directors and Officers", and  (iii) all
officers and directors of the Company as a group.

<TABLE>
<CAPTION>

NAME & ADDRESS                  SHARES OWNED     PERCENT OF CLASS
<S>                             <C>             <C>
William J. Raike, III             12,193,000          69.11%

Morris Brunson                     1,544,000           8.75%

William Bertsche                     800,000           4.53%

OFFICERS & DIRECTORS AS A GROUP   14,537,000          82.40%
</TABLE>

To the best of our knowledge, the persons named in the table
have sole voting and investment power with respect to all shares
of Common Stock owned by them, subject to community property
laws where applicable.   The above referenced number of shares
does not include shares available upon exercise of the options
described below.



                                26

<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has entered into a consulting agreement with the
majority shareholders of the Company.  This consulting agreement
calls for annual consulting fees totaling $250,000.
Additionally, the majority shareholders are to receive a bonus
equal to 2.5% of revenues of the Company.  During 2002, this
bonus totaled $144,691.  During 2003, the bonus totaled $208,590,
of which $86,063 was forgiven.  During 2003 and 2002 the majority
shareholders forgave $15,469 and $31,554, respectively, of
consulting fees.

During 2003, the majority shareholder of the Company advanced the
Company $175,000 in the form of a non-interest bearing advance.
$170,021 of this advance was repaid during 2003 leaving an
outstanding balance of $4,979 as of December 31, 2003.  The
remaining advance was repaid in January 2004.

During 2003 and 2002, the Company received $10,500 and $173,348,
respectively, from Raike Investments, LP, an affiliate through
common ownership, as reimbursement for marketing expenses and
bonuses paid to certain brokers.

Effective October 13, 2000, the Company signed a five-year lease
for approximately 4,500 square feet of office space at a rate of
$18 per square foot or $81,000 per year.  The Company signed a
three-year lease effective August 1, 2002 for an additional 500
square feet of office space at $18 per square foot or $9,000 per
year. For both leases, the lessor is White Mountain Partners,
Inc., a corporation wholly owned by the majority shareholders of
the Company.  During 2003, White Mountain Partners, Inc. sold the
office building to an unrelated third party and the Company
signed a two-year lease agreement for approximately 4,000 square
feet of office space.  The lease agreement between the Company
and White Mountain Partners, Inc. was terminated at that time.
Rent expense for the years ended December 31, 2003 and 2002
approximated $73,000 and $89,000, respectively.

ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 10KSB

(a)  Exhibits

     Exhibit
     Number         Exhibit
     ------         -------

     31.1       Certification by Chief Executive Officer Pursuant
                to Rule 13a-14(a)/15(d)-14(a).

     31.2       Certification by Chief Financial Officer Pursuant
                to Rule 13a-14(a)/15(d)-14(a).

     32.1       Certifications Pursuant to 18 U.S.C. Section 1350,
                as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K in the fourth quarter of 2003.

     None.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  following table shows the amounts paid by the Company to its
independent  auditors, Porter Keadle Moore, LLP  (PKM),  for  the
last two fiscal years.

<TABLE>
<CAPTION>
                                       2003        2002
                                     --------    --------
<S>                                  <C>         <C>
         Audit fees                $   38,300      34,188
         Audit-related fees              -           -
         Tax fees                        -           -
         All other fees                  -          3,750
                                     --------    --------
                 Total fees        $   38,300      37,938
                                     ========    ========
</TABLE>


Audit Fees

The aggregate fees billed by PKM for professional services
rendered in connection with the (i) audit of the Company's annual
financial statements for 2003 and 2002, and (ii) review of the
financial statements included in the Company's quarterly filings
on Form 10-QSB and annual filings on Form 10-KSB during those
fiscal years.


                                27

<PAGE>

Audit Related Fees

The aggregate fees billed by PKM in 2003 and 2002 for
professional services rendered for assurance and related services
that are reasonably related to the performance of the audit or
review of the Company's financial statements and not included in
"Audit Fees" above.

Tax Fees

The aggregate fees billed in each of the last two fiscal years
for professional services rendered by PKM for tax compliance, tax
advice, and tax planning.

All Other Fees

The other fees billed by PKM in 2002 related to assistance to the
Company in responding to comments and questions from the SEC
regarding the Company's registration filing on Form 10SB.

The fees billed by PKM are pre-approved by the Audit Committee of
the  Company  in accordance with the policies and procedures  for
the  Audit  Committee.  The Audit and Committee pre-approves  all
audit   and   non-audit  services  provided  by   the   Company's
independent  accountants  and  may  not  engage  the  independent
accountants  to perform any prohibited non-audit  services.   For
2003, 100% of the fees incurred were pre-approved.




















                                28

<PAGE>

                            SIGNATURES

In  accordance with Section 13 or 15(d) of the Exchange Act,  the
Registrant caused this Report to be signed on its behalf  by  the
undersigned, thereunto duly authorized

                                   RAIKE FINANCIAL GROUP, INC.


                                   By: /s/William J. Raike, III
                                      ---------------------------
                                        William J. Raike, III
                                        President and Chief
                                        Executive Officer


                                   By: /s/Melissa L. Whitley
                                      ---------------------------
                                        Melissa L. Whitley
                                        Chief Financial Officer

                                   Date:  March 26, 2004

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


/s/William J. Raike, III
-------------------------------
William J. Raike, III
President and Chief Executive Officer, Director
(Principal Executive Officer)
Date:  March 26, 2004


/s/Melissa L. Whitley
-------------------------------
Melissa L. Whitley
Treasurer, Chief Financial Officer and Director
Date:  March 26, 2004


/s/Christopher Casdia
-------------------------------
Christopher Casida
Chief Operating Officer and Director
Date:  March 26, 2004


/s/Morris L. Brunson
-------------------------------
Morris L. Brunson
Director
Date:  March ___, 2004


/s/William D. Bertsche
-------------------------------
William D. Bertsche
Director
Date:  March ___, 2004


/s/Geoffrey T. Chalmers
-------------------------------
Geoffrey T. Chalmers
Director
Date:  March 26, 2004



                                29

<PAGE>