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, 2001
                     -------------------
[ ]     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:_______


Securities registered pursuant to Section 12(g) of the Act:_______

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:  $ 5,959,712
                                                         -------------


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:
$ as of March 15, 2002
----------------------

                 APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
17,096,752 as of March 15, 2002
-------------------------------

                  DOCUMENTS INCORPORATED BY REFERENCE

Exhibits to Form 10-SB of the Company (File No. ______________)


Transitional Small Business Disclosure format (check one):  Yes [ ]   No  [X]


<PAGE>    1



                             TABLE OF CONTENTS


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

ITEM 1.  DESCRIPTION OF BUSINESS.......................................  3

ITEM 2.  DESCRIPTION OF PROPERTIES.....................................  6

ITEM 3.  LEGAL PROCEEDINGS.............................................  7

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........  7


PART II................................................................  7

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS...........................................  7
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS...........................  7

ITEM 7.  FINANCIAL STATEMENTS..........................................  10

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE...........................  11


PART III...............................................................  11

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
         EXCHANGE ACT..................................................  11

ITEM 10. EXECUTIVE COMPENSATION........................................  13

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT....................................................  13

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................  14

ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB....................  16




<PAGE>   2


                                   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;


<PAGE>    3



     *  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.


                  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 46 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, Inc. 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 independently owned branch and other offices in a
number of other jurisdictions and a complement of
approximately 80 independent retail brokers. Our SEC net
capital positions as of December 31, 2001 and 2000 were
$1,022,889 and  $1,217,725, respectively.

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

      Year            Revenues           Approximate No. of Reps.
      ----            --------           ------------------------

      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



<PAGE>    4


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 is registering as a public company in order to
increase the ability to provide financial services, raise
capital and support its brokerage business.

Given the current recessionary atmosphere, the Company is
presently focused on keeping costs down and being more
profitable.

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


                          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 product,
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 2001
and 2000 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 charges 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.


<PAGE>    5


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 firms operations and assets. This capacity to
offer Internet trading will complement our full service
business by attracting cost conscience investors who normally
would not have been interested in the Company. 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 discounters. As a
broker/dealer we already have the facilities in place to do
this, therefore this does not add a great deal of expense.
All clearing services are provided by the Company's  clearing
broker and total cost of operations is minimal.  The Company
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 its 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 representative by offering them a
higher quality of service and a larger variety of financial
products and service options to provide to their clients.

    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 is limited to $100,000.  The Clearing Agent provides
through an Excess Securities Bond an additional aggregate
protection of $24.5 million per account above SIPC.

The services of the Clearing Agent include billing, credit
control, receipt and 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


<PAGE>    6


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. As
of December 31, 2001, we have approximately $6,335,137 million
of margin credit outstanding to our customers through our
Clearing Agent.  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, 2001 and 2000 was not material. Margin interest for the
years ending December 31, 2001 and 2000 was approximately 2.3%
and 2.2%, 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 (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


<PAGE>    7


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, 2001
we had NASD reported net capital of $1,022,889 and our ratio
of aggregate indebtedness to net capital was .42 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 believes 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, 2001, we had 13 full-time employees in
addition to approximately 77 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 PROPERTIES

Our principal executive offices are located at 275 Parkway
575, Suite 100, Woodstock, GA 30188 where the Company leases
approximately 4,700 square feet of office space from White
Mountain Partners, Inc., an affiliated entity.  The lease for
these premises expires in October, 2005.


<PAGE>    8


ITEM 3.  LEGAL PROCEEDINGS

The Company is subject to routine litigation incidental to its
business, including claims by the Company to recover defaulted
margin indebtedness and customer claims against brokers in
which the Company is named as a co-respondent.  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.


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)	There is no established public trading market for
the Company's Common Stock.

	Pursuant to section 701 of Regulation SB, the following
disclosures are made:

        Item 701(a)   In 2001, the Company sold 10,500 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
                      $105,000.

        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.

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.


<PAGE>    9


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 revenue as material at
this time.

RESULTS OF OPERATIONS - YEARS ENDED DECEMBER 31, 2001 AND 2000

Total revenue for the year ended December 31, 2001 decreased
by $3,782,000 or 39% to $5,960,000 from $9,742,000 for the
comparable period in 2000.  This decline was due to a sharp
reduction in securities transaction activity resulting from a
general downward trend in securities prices.

Commission revenue decreased by $3,351,000 or 40% to
$5,047,000 for the year ended December 31, 2001 from
$8,399,000 in 2000.  The decrease was due to an overall
decline in the Company's business, resulting in a decrease in
the number of clients and transactions.

Fees from clearing transaction charges and other income
decreased by $375,000 or 28% for the year ended December 31,
2001 compared to the same period in 2000.  This decrease was
principally due to an overall decline in transactional
business.

Total operating expenses for the year ended December 31, 2001
decreased by $3,558,000 or 34% to $6,883,000 from $10,441,000
for the same period in 2000.  This decrease resulted from a
reduction in transaction costs associated with decreased
securities volume.

Commissions to brokers decreased by $2,858,000 or 42% to
$4,022,000 for the year ended December 31, 2001 from
$6,879,000 in the prior year.  This decrease is attributable
to decreased sales volume and a decrease in the number of
clients.

Clearing costs decreased by $544,000 or 54% to $455,000 for
the year ended December 31, 2001 from $999,000 in the prior
year.  Similar to the decrease in commissions to brokers, this
decrease is attributable to the decreased transaction
activity.

We experienced $ 27,586 of customer writeoffs through December 31,
2001, due to defaults on margin indebtedness.  We have augmented our
opening account forms so that clients and potential clients further
aware of the responsibilities involved with carrying a margin account.
We now have at our disposal database software which gives us more
accurate information with regard to exposure in client accounts so
that a potential account equity problem may be revealed earlier. We
anticipate a lower rate of growth in this item for 2002, particularly
through upgrades of our operating systems and equipment. We feel that
the policies that we implemented are now working.  In April and May of
2000, we experienced unusually high customer writeoffs due to
significant defaults on margin indebtedness. These defaults on margin
indebtedness were caused by a sudden and significant decrease in the
value of certain stocks. We are diligently attempting to collect the
funds owed through arbitration and litigation. To date, all cases
heard by the NASD relating to these issues have been won by the
Company.  The total amount of unresolved claims by us against third
parties at December 31, 2001 was approximately $600,000. The total
dollar amount of unresolved claims against us at that date was
approximately $114,000.The process is a lengthy one and is likely to
continue for at least a year. As a result of the defaults, we have
instituted a new policy whereby all margin accounts are immediately
liquidated when the value of the collateral maintained for a customer
decreases to 25% of the margin indebtedness. These liquidations are
designed to increase the value of the collateral maintained for a
customer to 50% of the margin indebtedness.


Selling, general and administrative expense decreased $157,000
or .94% to $2,406,000 for the year ended December 31, 2001
from $2,563,000 in the prior year.  This decrease was due to
an effort to decrease overall spending partially offset by the
recognition of expense relating to the issuance of stock
options to key employees in 2001.  During 2001, management
issued 555,500 options to purchase its common stock at an
exercise price of $.01 per share.  As a result of issuance of


<PAGE>    10


these options, compensation expense totaling $688,000 was
recorded in 2001 and is included in selling, general and
administrative expenses in the Company's financial statements.

The Company recorded income tax expense of $280,000 for the
year ended December 31, 2001 and recorded an income tax
benefit of $280,000 for the year ended December 31, 2000.  The
income tax expense recorded in 2001 was the result of the
valuation allowance related to deferred tax benefits.
Management recorded this allowance due to the fact that
realization of future income tax benefits is dependent upon
future income.

Net loss was $1,203,000 for the year ended December 31, 2001
compared to a net loss of $420,000 for the same period in
2000.  The principal causes of the increase in net loss were a
decrease in operating revenues and the increase in expenses
relating to the issuance of stock options in 2001.

Revenues from insurance sales are not significant at this
time.

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, 2001 were
$1,086,000.

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,
2001 was $1,023,000 and our ratio of aggregate indebtedness to
net capital was .42 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 2001, the Company issued 10,500 shares of its 7%,
convertible, cumulative, $.01 par value preferred stock for
proceeds of $105,000.  The proceeds from the sale of this
stock will be used to expand the Company's business and for
general corporate purposes.

The Company's cash and cash equivalents increased by $35,000
to $826,000 as of December 31, 2001, from $791,000 as of
December 31, 2000. This increase was due to cash provided by
investing and financing activities of $248,000 and $47,000,
respectively, partially offset by cash used in operating
activities of $260,000.  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.


<PAGE>    11


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, 2001 and 2000

     Statements of Operations for the years ended
     December 31, 2001 and 2000

     Statements of Shareholders' Equity for the years
     ended December 31, 2001 and 2000

     Statements of Cash Flows for the years ended
     December 31, 2001 and 2000

     Notes to Financial Statements

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



<PAGE>    12



               [PORTER KEADLE MOORE, LLP LETTERHEAD]









           REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





To the Shareholders
Raike Financial Group, Inc.:


We have audited the accompanying balance sheet of Raike Financial
Group, Inc. (the "Company") as of December 31, 2001, and the related
statement of operations, shareholders' equity and cash flows for the
year 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 audit.  The financial
statements of the Raike Financial Group, Inc. as of and for the year
ended December 31, 2000, were audited by other auditors, whose report
dated January 1, 2002, expressed an unqualified opinion on those
statements.

We conducted our audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the 2001 financial statements referred to above
present fairly, in all material respects, the financial position of
Raike Financial Group, Inc. as of December 31, 2001, and the results
of its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United
States of America.

Our audit was 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 audit 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
February 1, 2002



<PAGE>    13


                    RAIKE FINANCIAL GROUP, INC.

                          Balance Sheets

                     December 31, 2001 and 2000


<TABLE>
<CAPTION>


                                                   2001              2000
                                               ------------      -------------
<S>                                            <C>               <C>

                         Assets
                         ------

Cash and cash equivalents                      $    826,430            791,194
Certificate of deposit                              134,315            126,133
Marketable investment securities, at
  market value                                      153,147            194,563
Furniture, fixtures, and equipment,
  at cost, net of accumulated depreciation
  of $45,980 and $34,010, respectively               19,912             28,667
Commissions receivable                              357,536            312,704
Mortgage receivable                                    -               259,890
Deferred tax asset                                     -               279,869
Other assets                                        148,249            241,881
                                               ------------      -------------
                                               $  1,639,589          2,234,901
                                               ============      =============


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

Liabilities:
  Accounts payable                             $     66,721            310,180
  Commissions payable                               308,712            213,988
  Other liabilities                                  50,000             22,663
  Trading margin                                    127,897            185,752
                                               ------------      -------------
     Total liabilities                              553,330            732,583
                                               ============      =============

Commitments and contingencies

Shareholders' equity:
  Convertible cumulative preferred stock
    of $.01 par value; 5,000,000 shares
    authorized; 10,500 shares issued and
    outstanding in 2001                                 105               -
  Common stock of $.01 par value;
    20,000,000 shares authorized;
    17,096,752 issued in 2001 and 2000              170,968            170,968
  Additional paid-in capital                      2,529,178          1,742,283
  Accumulated deficit                            (1,539,742)          (336,683)
  Treasury stock; 60,000 shares in 2001
    and 2000                                        (74,250)           (74,250)
                                               ------------      -------------
      Total shareholders' equity                  1,086,259          1,502,318
                                               ------------      -------------
                                               $  1,639,589          2,234,901
                                               ============      =============


</TABLE>







See accompanying notes to financial statements.



<PAGE>   14


                       RAIKE FINANCIAL GROUP, INC.

                         Statements of Operations

             For the Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>


                                                    2001               2000
                                                ------------      -------------
<S>                                             <C>               <C>


Operating income:

  Commissions                                   $  5,047,195          8,398,636
  Interest and dividends                             146,973            214,379
  Losses on marketable investment securities        (178,465)          (190,857)
  Other fees                                         944,009          1,319,409
                                                ------------      -------------
     Total operating income                        5,959,712          9,741,567
                                                ------------      -------------


Operating expenses:
  Commissions to brokers                           4,021,682          6,879,182
  Clearing costs                                     455,169            999,374
  Selling, general and administrative
    expenses                                       2,406,051          2,562,682
                                                ------------      -------------
     Total operating expenses                      6,882,902         10,441,238

     Net loss from operations                       (923,190)          (699,671)

Income tax expense (benefit)                         279,869           (279,869)
                                                ------------      -------------

     Net loss                                   $ (1,203,059)          (419,802)
                                                ============      =============

Net loss per share, based on weighted
  average shares outstanding of
  17,096,752 in 2001 and 16,640,552 in 2000     $       (.07)              (.03)
                                                ============      =============

</TABLE>




See accompanying notes to financial statements.



<PAGE>    15




                         RAIKE FINANCIAL GROUP, INC.

                      Statements of Shareholders' Equity

               For the Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>

                                                                       Retained
                                                          Addt'l       Earnings                    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, 1999       $    -      162,888     615,157          83,119     (49,500)       811,664

Proceeds from private placement
  stock sales                           -        8,080   1,127,126            -           -         1,135,206
Repurchase of treasury stock
  (20,000 shares)                       -         -           -               -        (24,750)       (24,750)
Net loss                                -         -           -           (419,802)       -          (419,802)
                                   ---------   -------   ---------    ------------    --------   ------------

Balance at December 31, 2000            -      170,968   1,742,283        (336,683)    (74,250)     1,502,318

Proceeds from private placement
  stock sales                            105      -        104,895            -           -           105,000
Stock options issued                    -         -        682,000            -           -           682,000
Net loss                                -         -           -         (1,203,059)       -        (1,203,059)
                                   ---------   -------   ---------    ------------    --------   ------------

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

</TABLE>



See accompanying notes to financial statements.


<PAGE>    16



                       RAIKE FINANCIAL GROUP, INC.

                        Statements of Cash Flows

           For the Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>


                                                    2001               2000
                                                ------------      -------------
<S>                                             <C>               <C>
Cash flows from operating activities:
Net loss                                        $ (1,203,059)          (419,802)
Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation                                      11,970             11,089
    Compensation expense related to stock
      options issued                                 682,000               -
    Provision for deferred taxes                     279,869           (279,869)
    Change in marketable investment securities        41,416           (180,576)
    Change in commissions receivable                 (44,832)           277,553
    Change in accounts payable                      (243,459)           289,711
    Change in commissions payable                     94,724           (344,856)
    Change in other                                  120,969            (64,146)
                                                ------------      -------------
       Net cash used in operating activities        (260,402)          (710,896)
                                                ------------      -------------

Cash flows from investing activities:
  Proceeds from mortgage receivable                  259,890               -
  Purchases of furniture, fixtures and equipment      (3,215)           (24,074)
  Advances on mortgage receivable                       -              (259,890)
  Change in certificate of deposit                    (8,182)            (6,133)
                                                ------------      -------------
       Net cash provided (used) in investing
       activities                                    248,493           (290,097)
                                                ------------      -------------

Cash flows from financing activities:
  Proceeds from private placement stock sales        105,000          1,135,206
  Net change in trading margin                       (57,855)           185,752
  Repurchase of treasury stock                          -               (24,750)
                                                ------------      -------------

      Net cash provided by financing activities       47,145          1,296,208
                                                ------------      -------------

      Net change in cash                              35,236            295,215
                                                ------------      -------------

Cash at beginning of period                          791,194            495,979
                                                ------------      -------------
Cash at end of period                           $    826,430            791,194
                                                ============      =============

Supplemental disclosure of cash paid for:
  Interest                                      $     18,071             14,460
  Income taxes                                  $       -                20,469

Supplemental disclosure of non-cash
financing activities:
  Issuance of stock options                     $    682,000               -


</TABLE>





See accompanying notes to financial statements.




<PAGE>   17



                     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 46 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 Southwest  Securities, Inc.

Basis of Presentation
---------------------
The accounting and reporting policies of the Company conform to
generally accepted accounting principles ("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 the spread between buy and sell
transactions processed and net fees charged to customers on a
transaction basis for buy and sell transactions processed.
Commissions are recorded on a settlement date basis, which does
not differ materially from trade date basis.

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.



<PAGE>   18



                 RAIKE FINANCIAL GROUP, INC.

          Notes to Financial Statements, continued


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

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, 2001
and 2000, the Company maintained cash balances with financial
institutions and brokerage companies totaling $648,429 and
$647,863, respectively, that exceeded the Federal deposit
insurance limits, where applicable.

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 Earnings (Loss) Per Share
-----------------------------
The Company is required to report earnings (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 year ended December 31, 2001, the
Company had potential common stock issuances outstanding totaling
608,000 related to stock options and warrants. However, the
effect of these potential common stock issuances would be anti-
dilutive, due to the net loss for the year, and thus the effect
of these potential common stock issuances have been excluded from
the computation of net loss per share. During the year ended
December 31, 2000, the Company had no potential common stock
issuances outstanding.

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

The Company has outstanding loans to certain affiliated parties.
As of December 31, 2000, Raike & Associates, L.L.C. owed the
Company $34,115.  In addition, the Company had loans outstanding
as of December 31, 2000 to the majority shareholder of the
Company totaling $31,554. These loans were either written off or
paid in full as of December 31, 2001.

The Company has entered into an employment agreement with the
majority shareholders of the Company. This employment agreement
calls for annual salaries totaling $250,000. Additionally, the
majority shareholders are to receive a bonus equal to 2.5% of
revenues of the Company. During 2001, this bonus totaled
$148,678, of which $100,000 was forgone by the majority
shareholders. Additionally in 2001, the majority shareholders
declined $31,554 in salary. During 2000, the majority
shareholders received their annual salaries and $243,348 in
bonuses.

As of December 31, 2001 and 2000, the Company has advanced
approximately $121,000 and $113,000, respectively, to Fresco
Foods, LLC a restaurant partially owned by the majority
shareholders of the Company. This advance is payable on demand,
unsecured, and bears interest at an annual rate of 10%.

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 $84,000 per year.  The lessor is White
Mountain Partners, Inc., a corporation wholly owned by the
majority shareholders of the Company.  Rent expense for the years
ended December 31, 2001 and 2000 approximated $85,000 and
$59,000, respectively.



<PAGE>   19



                   RAIKE FINANCIAL GROUP, INC.

            Notes to Financial Statements, continued


(2)  Related Party Transactions and Commitments, continued
     -------------------------------------------
Future minimum lease payments on this lease at December 31, 2001
were as follows:

	Year Ending December 31,
        ------------------------
                 2002               $    84,600
                 2003                    84,600
                 2004                    84,600
                 2005                    77,550
                                    -----------
                                    $   331,350
                                    ===========


B/D Compliance Associates, Inc., a company owned by a director of
the Company has provided regulatory consulting services.  These
services were provided at rates which management believes are
comparable to those charged by unrelated compliance service
providers.  During 2001 and 2000, the Company paid $11,167 and
$16,118, respectively, for services related to this agreement.

(3)  Net Capital Requirements
     ------------------------

The Company is subject to the Securities and Exchange Commission
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, 2001, the Company had net capital of
$1,022,889 which was $922,889 in excess of its required net
capital of $100,000.  The Company's net capital ratio was .42 to
1.

(4)  Marketable Investment Securities
     --------------------------------

Marketable investment securities at December 31, 2001 and 2000
consist of equity securities.  These securities serve as
collateral for the Company's trading margin.

(5)  Income Taxes
     ------------

The components of income tax expense (benefit) for the years
ended December 31, 2001 and 2000 are as follows:

                                           2001          2000
                                       ----------     ---------

     Current                           $     -             -
     Deferred                            (336,624)     (279,869)
     Change in valuation allowance        616,493          -
                                       ----------     ---------

                                       $  279,869      (279,869)
                                       ==========     =========


The difference between income tax expense computed by applying
the statutory federal income tax rate to loss before taxes for
the year ended December 31, 2001 is due primarily to the
valuation allowance. The difference between income tax benefit
computed by applying the statutory federal income tax rate to
loss before taxes for the year ended December 31, 2000 is due to
state income taxes.

The following summarizes the components of deferred taxes at
December 31, 2001 and 2000.

                                         2001          2000
                                      ---------     ---------
    Deferred income tax assets:
    Operating loss carryforwards      $ 338,493       279,869
    Stock compensation expense          259,000          -
    Non-deductible expenses              19,000          -
                                      ---------     ---------
    Total gross deferred income
      tax assets                        616,493       279,869
    Less valuation allowance            616,493          -
                                      ---------     ---------

       Net deferred tax asset         $    -          279,869
                                      =========     =========


<PAGE>    20



                    RAIKE FINANCIAL GROUP, INC.

             Notes to Financial Statements, continued


(5)  Income Taxes, continued
     -------------

During 2001, a valuation allowance was established for the net
deferred tax asset, as the realization of the deferred tax asset
is dependent on future taxable income.

At December 31, 2001, the Company had net operating loss
carryforwards for tax purposes of approximately $890,771, which
will expire beginning in 2015 if not previously utilized.

(6)  Miscellaneous Operating Expenses
     --------------------------------

Components of selling, general and administrative expenses which
are greater than 1% of total revenues for the years ended
December 31, 2001 and 2000 are as follows:

                                        2001             2000
                                     -----------     -----------

   Consultant fees                   $   317,676         255,329
   Customer write offs                    27,586         673,848
   Licenses and registrations            126,339         101,477
   Rent                                  117,050          58,812
   Compensation                        1,010,927         332,460
   Legal and professional fees           150,392          54,291


(7)  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.  During 2001, 555,500 options were issued
pursuant to this plan at an option price of $.01. These options
are currently exercisable and expire on December 31, 2003.

Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation" requires the Company to
calculate the compensation expense that would be recorded if the
Company were to include the fair value of options issued in
employee compensation. This compensation expense is to be
included in proforma disclosures of net loss and net loss per
share. Had compensation cost been recognized based upon the fair
value of the options at the grant dates, the Company's net loss
and net loss per share would not have been materially different
for the years ended December 31, 2001 and 2000.  The weighted
average grant date fair value of options issued in 2001 was
$1.23. This fair value was estimated using the Minimum Value
pricing model with the following assumptions: dividend yield of
0%; risk-free interest rate of 4.5% and an expected life of two
years.

The Company has chosen not to adopt to cost recognition
principles of SFAS No. 123 and accounts for its stock options
under Accounting Principles Board ("APB") No. 25 "Accounting for
Stock Issued to Employees." APB No. 25 requires the Company to
recognize compensation expense for the difference between the
market price and the exercise price at the grant date.
Accordingly, the Company recognized $682,000 in compensation
expense for options granted in 2001.

Stock Split

On July 19, 2001, the Company declared a four-for-one stock
split.  All share and per share amounts have been restated to
reflect this split as if it had occurred on January 1, 2000



<PAGE>    21



              RAIKE FINANCIAL GROUP, INC.

       Notes to Financial Statements, continued


(7)  Shareholders' Equity, continued
     ---------------------

Preferred Stock

During 2001, the Company issued 10,500 shares of its Series A
Preferred Stock ("preferred stock") for $105,000.  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.  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.

Warrants

In connection with the issuance of the Company's convertible
cumulative preferred stock, the Company has issued 26,250 Class A
warrants and 26,250 Class B warrants. The Class A warrants allow
each holder to purchase one share of common stock for $2.00 and
expire on January 31, 2003 and the Class B warrants allow each
holder to purchase one share of common stock for $3.00 and expire
on January 31, 2004.

Issuance of Common Stock

During 2000, the Company issued 808,000 shares of common stock
for $1,135,206.  The proceeds of this stock offering were used
for general corporate purposes.

(8)  Commitments and Contingencies
     -----------------------------

The Company has been named as defendant in several law suits that
allege violations of federal and state securities laws and claim
substantial damages.  Management of the Company, after
consultation with outside legal counsel, believes that the
resolution of these various law suits will not result in material
adverse effect on the Company's financial position.



<PAGE>   22



                  RAIKE FINANCIAL GROUP, INC.

                    Supplemental Schedule

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

                      December 31, 2001



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

Total shareholders' equity                                  1,086,259
Non-allowable assets                                         (168,161)
Exclusion of liabilities                                      127,897
                                                          -----------

Tentative net capital                                       1,045,995
Haircuts                                                      (23,106)
                                                          -----------
Net capital                                                 1,022,889
Minimum net capital                                           100,000
                                                          -----------
                                                          $   922,889
                                                          ===========

             Excess net capital

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

Liabilities:
  Accounts payable                                        $    66,721
  Commissions payable                                         308,712
  Other liabilities                                            50,000
                                                          -----------

Aggregate indebtedness                                    $   425,433
                                                          ===========
Net capital                                               $ 1,022,889
                                                          ===========

Ratio                                                        .42 to 1
                                                          ===========


Reconciliation with Company's computation
(included in Part II of its FOCUS report
as of December 31, 2001):
-----------------------------------------

Net capital, as reported in Part II of FOCUS report       $ 1,003,091
Audit adjustments, net                                       (108,099)
Exclusion of liabilities                                      127,897
                                                          -----------
Net capital                                               $ 1,022,889
                                                          ===========



<PAGE>   23



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

On February 1, 2002, the Company engaged Porter Keadle Moore, LLP
independent accountants to audit the Company's financial
statements for the year ended December 31, 2001 and elected not
to renew the engagement the Company's previous independent
accountants, Davis Auditing & Accounting.  No adverse opinions or
disclaimers of opinion were given by Davis Auditing & Accounting
during the years ended December 31, 2000 or 1999, nor were any of
their opinions qualified as to uncertainty, audit scope, or
accounting principle, during the time Davis Auditing & Accounting
was engaged.  There were no disagreements or "reportable events"
of any nature between the Company and Davis Auditing & Accounting
during the years ended December 31, 2000 and 1999, and the
subsequent interim period through February 1, 2002.




                             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.

NAME                            AGE        POSITION
----                            ---        --------

William J. Raike, III           43         Chairman, President and CEO

Shannon Raike                   31         Executive Vice President,
                                           Treasurer and CFO

Morris L. Brunson               65         Director

William D. Bertsche             60         Director

Carrie Wisniewski               40         Director


The Board of Directors has designated an Audit Committee of the
Board of Directors consisting of three Directors, 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 internal and 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, Carrie
Wisniewski, and Shannon Raike.

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



<PAGE>   24



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

Mr. Raike's fifteen-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, Ga.  Mr. Raike later
spent approximately two years with Davenport & Co., a NYSE Member
Firm located in Richmond, VA and approximately two years as
owner-operator an independent NASD member firm. Mr. Raike formed
Raike Financial Group, Inc. in March of 1995 and through his
extensive knowledge of the securities industry has been
successful in growing the Company from 2 registered
representatives and $200,000.00 in revenues in 1995 to over 100
registered representatives and approximately $10,000,000.00 in
revenues in five years. 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.

Shannon L. Raike, Vice President, Treasurer and CFO

Shannon Raike graduated from Brenau College with an associates
degree in accounting.  Upon graduating from college in 1992, Mrs.
Raike held an accounting position with Nuclear Support Services,
Inc. where she gained extensive experience in corporate
accounting and federal rules and regulations surrounding the
nuclear power industry. Mrs. Raike also held previous positions
with Associated Consumers and Henze Services, both in the nuclear
power industry, in the accounting and payroll departments. Since
Raike Financial's inception in 1995, Mrs. Raike has been the
Chief Financial Officer in charge of all administrative and
operational aspects of a broker/dealer.  She is licensed in the
Series 27(Financial Operations Principal) and 28(Introducing
Broker-Dealer Financial Operations Principal) and acts as
financial principal to the firm. Currently, she leads the
operations and finance departments at Raike Financial Group, Inc.

William Raike and Shannon Raike have been married since 1992.

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 during the 1980's held fundraising and
training positions at the American Red Cross and from 1991 to
1993 served on the appropriations committee of the United Way.
He retired from Floyd Medical Center 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, CA
and at River Falls College in WI.  At an early age, Mr. Bertsche
previously managed a family business in the dairy industry (from
1959 to 1968) and from 1973 to the present 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.

Carrie Wisniewski, Director

Ms. Wisniewski has over 16 years of securities industry
experience and has an MBA in finance as well as Certified
Financial Planner. Ms. Wisniewski began her career at Merrill
Lynch as a registered representative and later served in the



<PAGE>   25



compliance department. Most recently she was employed by the
Atlanta district office of the NASD as a senior compliance
examiner, where she earned several awards for outstanding
achievements. In 1994, Carrie formed B/D Compliance Associates,
Inc., an independent compliance consulting firm, where she serves
as president. Carrie holds the Series 7 (General Securities
Representative), Series 24 (General Securities Principal), Series
53 (Municipal securities Principal), Series 27 (Financial &
Operations Principal), and Series 4 (Registered Options
Principal) securities licenses. She also serves as an NASD
arbitrator and an expert witness in cases involving NASD
compliance issues.


ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth the current annual salaries of i)
each of our two highest-paid officers and ii) the Company's
officers or directors as a group:


NAME OR IDENTITY OF GROUP    TITLE                         COMPENSATION
-----------------------------------------------------------------------
William J. Raike, III        Chairman, President            $   130,000
                             and CEO

Shannon L. Raike             Executive Vice-President       $   120,000
                             Treasurer and CFO

TOTAL SALARIES FOR THE YEAR 2001 OF OFFICERS
AND DIRECTORS AS A GROUP                                    $   250,000


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, 2001 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.

NAME & ADDRESS               SHARES OWNED              PERCENT OF CLASS
-----------------------------------------------------------------------

William Raike, III             12,816,000                    75.0%

Morris Brunson                  1,544,000                     9.0%

William Bertsche                  800,000                     4.7%

                        TOTAL  15,160,000                    88.7%


OFFICERS & DIRECTORS
AS A GROUP                     15,160,000                    88.7%


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.



<PAGE>   26


OPTIONS

In January, 1998 our Board Adopted the Raike Financial Stock
Option Plan and authorized the reservation of 800,000 shares of
our Common Stock for issuance pursuant to the Plan. The Plan is
intended to provide qualified stock options under the Internal
Revenue Code to employees, registered representatives,
consultants and others in the service of the Company, in
recognition of services rendered.

The options are to be issued upon such terms and restrictions as
shall be determined by the Stock Option Committee of our Board of
Directors.

Neither the options nor the underlying Common Stock are
registered for public sale under the securities laws. The options
Common Stock cannot be transferred unless so registered or pursuant to
an opinion of counsel that such registration is not required.
In December 1998, we adopted the 1998 Employee Stock Option Plan, (the
"Plan"). See below under "Executive Compensation." During 1998, 1999
and 2000 the Company did not grant any options or issue any shares
under the Plan.

In 2001 555,500 options were issued to 21 persons, either as
employees or consultants. These options are all exercisable at $.01
per share and expire December 31, 2003. Certain options are subject to
vesting requirements and will expire if the individual leaves the
service of the Company. Options issued to officers and directors were
as follows:

    Name and Title                                  Options
    --------------                                  -------

    Carrie Wisniewski, Director                     40, 000

    All Officers and Directors
    as a Group    ( 1 in number )                   40,0000


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The Company has outstanding loans to certain affiliated
parties.  As of December 31, 2000, Raike & Associates, L.L.C.
owed the Company $34,115.  In addition, the Company had loans
outstanding as of December 31, 2000 to the majority shareholder
of the Company totaling $31,554. These loans were either written
off or paid in full as of December 31, 2001.

The Company has entered into an employment agreement with
the majority shareholders of the Company. This employment
agreement calls for annual salaries totaling $250,000.
Additionally, the majority shareholders are to receive a bonus
equal to 2.5% of revenues of the Company. During 2001, this bonus
totaled $148,678, of which $100,000 was forgone by the majority
shareholders. Additionally in 2001, the majority shareholders
declined $31,554 in salary. During 2000, the majority
shareholders received their annual salaries and $243,348 in
bonuses.


<PAGE>   27


As of December 31, 2001 and 2000, the Company has advanced
approximately $121,000 and $113,000, respectively, to Fresco
Foods, LLC a restaurant partially owned by the majority
shareholders of the Company. This advance is payable on demand,
unsecured, and bears interest at an annual rate of 10%.

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 $84,000 per year.  The lessor is
White Mountain Partners, Inc., a corporation wholly owned by the
majority shareholders of the Company.  Rent expense for the years
ended December 31, 2001 and 2000 approximated $85,000 and
$59,000, respectively.



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

(a)	Exhibits

	Reference is made to the Exhibits filed with Form 10-SB of the
        Company (File No. _____________________ ).


(b)	Reports on Form 8-K filed in the fourth quarter of 2001:  None.



<PAGE>   28


                            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 Raike___________
                                     William Raike
                                     President and Chief
                                     Executive Officer




                                  By:_____/Shannon Raike_____________
                                     Shannon Raike
                                     Chief Financial Officer


                                  Date:   April 10, 2002



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.

Signature                            Title                       Date
---------                            -----                       ----

                            President and Chief Executive
                            Officer, Director (Principal
                            Executive Officer)
____/s/William Raike_____                                     April 10, 2002
William Raike

___/s/Morris L. Brunson__   Director                         April 11, 2002
Morris L. Brunson


___/s/William D. Bertsche   Director                         April 11, 2002
William D. Bertsche


___/s/Carrie Wisniewski__   Director                         April 10, 2002
Carrie Wisniewski


                            Secretary, Director (Principal
                            Financial and Accounting Officer)
___/s/Shannon Raike______                                    April 10, 2002
Shannon Raike




<PAGE>   29