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, 2002
                      -----------------

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

      For the transition period from ______________to _______________


                      Commission file number:  000-32997
                      ----------------------------------


                            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:  $5,787,621
                                                          ----------

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:  N/A

                    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.
17,627,252 as of March 15, 2003
-------------------------------

                   DOCUMENTS INCORPORATED BY REFERENCE - N/A

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........................................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 REGISTRANT'S 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.......................................23
PART III...................................................................23

  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.....23
  ITEM 10. EXECUTIVE COMPENSATION..........................................25
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT.....................................................25
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................26
  ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB......................26
  ITEM 14. CONTROLS AND PROCEDURES.........................................26




<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;

*   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 90 independent retail brokers. Our SEC net capital
positions as of December 31, 2002 and 2001 were $781,656 and
$1,022,889, respectively.

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

<TABLE>
<CAPTION>
                Year             Revenues                No. of Reps.
                ----             --------                ------------
<S>             <C>              <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
</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.

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.
                                 -----------------------



                                     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 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 2002 and 2001 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.

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 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 discounters.  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 broker 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 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.



                                     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 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 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, 2002 and 2001 was not material.
Margin interest for the years ending December 31, 2002 and 2001 was
approximately 3.3% and 2.3%, 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



                                     6
<PAGE>



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 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, 2002
we had NASD reported net capital of $781,656 and our ratio of aggregate
indebtedness to net capital was .58 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, 2002, we had 14 full-time employees in addition to
approximately 74 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 5,200
square feet of office space from White Mountain Partners, Inc. an
affiliated entity.  The leases for these premises expire in August and
October 2005.



                                     7
<PAGE>




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)   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 2002, the Company sold 31,000 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 $304,500.

           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.

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.



                                     8
<PAGE>




RESULTS OF OPERATIONS - YEARS ENDED DECEMBER 31, 2002 AND 2001

Total revenue for the year ended December 31, 2002 decreased by
$172,000 or 2.9% to $5,788,000 from $5,960,000 for the comparable
period in 2001.  This decline was due to a reduction in securities
transaction activity resulting from a general downward trend in
securities prices.

Commission revenue decreased by $134,000 or 2.7% to $4,913,000 for the
year ended December 31, 2002 from $5,047,000 in 2001.  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
$141,000 or 14.9% for the year ended December 31, 2002 compared to the
same period in 2001.  This decrease was principally due to an overall
decline in transactional business.

Total operating expenses for the year ended December 31, 2002 decreased
by $563,000 or 8.2% to $6,320,000 from $6,883,000 for the same period
in 2001.  This decrease resulted from a reduction in transaction costs
associated with decreased securities volume.

Commissions to brokers increased by $5,000 to $4,027,000 for the year
ended December 31, 2002 from $4,022,000 in the prior year.  This
increase is attributable to an increase in the percentage of
commissions passed along to independent brokers.

Clearing costs decreased by $156,000 or 34.2% to $299,000 for the year
ended December 31, 2002 from $455,000 in the prior year.  This decrease
was due to a decrease in the rate that we pay to our clearing agent in
2002.

Selling, general and administrative expense decreased $411,000 or 17.1%
to $1,995,000 for the year ended December 31, 2002 from $2,406,000 in
the prior year.  This decrease was due to an effort to decrease overall
spending as well as recognition expense for issuance of stock options
to key employees recognized 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 these options, compensation
expense totaling $682,000 was recorded in 2001 and is included in
selling, general and administrative expenses in the Company's financial
statements.

The Company recorded no income tax expense of for the year ended
December 31, 2002 and recorded income tax expense of $280,000 for the
year ended December 31, 2001.  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 $533,000 for the year ended December 31, 2002 compared to
a net loss of $1,203,000 for the same period in 2001.  The principal
causes of the decrease in net loss were a decrease in selling, general
and administrative expenses and the decrease in expenses relating to
the issuance of stock options in 2001.

Revenues from insurance sales are not significant at this time.



                                     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, 2002 were $842,000.

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,
2002 was $802,056 and our ratio of aggregate indebtedness to net
capital was .56 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 2002, the Company issued 31,000 shares of its 7%, convertible,
cumulative, $.01 par value preferred stock for proceeds of $304,500.
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 decreased by $113,000 to
$589,000 as of December 31, 2002, from $701,000 as of December 31,
2001. This decrease was due to cash used in operating activities of
$290,000, which was partially offset by cash provided by financing
activities of $198,000.  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.

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, 2002 and 2001

        Statements of Operations for the years ended
           December 31, 2002 and 2001

        Statements of Shareholders' Equity for the years ended
           December 31, 2002 and 2001

        Statements of Cash Flows for the years ended
           December 31, 2002 and 2001

        Notes to Financial Statements

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



                                     10
<PAGE>




              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, 2002 and 2001, 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, 2002 and 2001, 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 27, 2003



                                     11
<PAGE>




                          RAIKE FINANCIAL GROUP, INC.

                               Balance Sheets

                          December 31, 2002 and 2001

<TABLE>
<CAPTION>

                                                                 2002           2001
                                                              -----------   ----------
                                   Assets
                                   ------
<S>                                                           <C>           <C>

Cash and cash equivalents                                     $   588,557       701,430
Certificate of deposit                                            141,370       134,315
Clearing deposit                                                  135,000       125,000
Marketable investment securities, at market value                  24,000       153,147
Furniture, fixtures, and equipment, at cost, net of accumulated
  depreciation of $54,374 and $45,980, respectively                15,472        19,912
Commissions receivable                                            370,576       357,536
Other assets                                                       40,927       148,249
                                                                ---------     ---------
                                                              $ 1,315,902     1,639,589
                                                                =========     =========

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

Liabilities:
    Accounts payable                                          $    96,799        66,721
    Commissions payable                                           314,175       308,712
    Other liabilities                                              25,300        50,000
    Preferred dividends payable                                    13,620           -
    Trading margin                                                 24,000       127,897
                                                                ---------     ---------
         Total liabilities                                        473,894       553,330
                                                                ---------     ---------
Commitments and contingencies

Shareholders' equity:
    Series A preferred stock of $.01 par value; 5,000,000
      shares authorized, 41,500 and 10,500 shares issued and
      outstanding (liquidation value of $415,000 and $105,000)        415           105
    Common stock of $.01 par value; 20,000,000 shares
      authorized; 17,577,252 and 17,096,752 issued in 2002
      and 2001, respectively                                      175,773       170,968
    Additional paid-in capital                                  2,833,368     2,529,178
    Accumulated deficit                                        (2,093,298)   (1,539,742)
    Treasury stock; 60,000 shares                                 (74,250)      (74,250)
                                                                ---------     ---------
         Total shareholders' equity                               842,008     1,086,259
                                                                ---------     ---------
                                                              $ 1,315,902     1,639,589
                                                                =========     =========
</TABLE>

See accompanying notes to financial statements.



                                     12
<PAGE>




                         RAIKE FINANCIAL GROUP, INC.

                          Statements of Operations

               For the Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                 2002            2001
                                                              -----------     -----------
<S>                                                           <C>             <C>

Operating income:
    Commissions                                               $ 4,912,750     5,047,195
    Interest and dividends                                        196,676       146,973
    Losses on marketable investment securities                   (124,924)     (178,465)
    Other fees                                                    803,119       944,009
                                                                ---------     ---------

         Total operating income                                 5,787,621     5,959,712
                                                                ---------     ---------
Operating expenses:
    Commissions to brokers                                      4,026,586     4,021,682
    Clearing costs                                                299,179       455,169
    Selling, general and administrative expenses                1,994,667     2,406,051
                                                                ---------     ---------

         Total operating expenses                               6,320,432     6,882,902
                                                                ---------     ---------

         Net loss from operations                                (532,811)     (923,190)

Income tax expense                                                    -         279,869
                                                                ---------     ---------
         Net loss                                              $ (532,811)   (1,203,059)
                                                                =========     =========
Net loss per share, based on weighted average shares
   outstanding of 17,434,752 in 2002 and 17,096,752 in 2001    $     (.03)         (.07)
                                                                =========     =========

</TABLE>

See accompanying notes to financial statements.



                                     13
<PAGE>




                          RAIKE FINANCIAL GROUP, INC.

                      Statements of Shareholders' Equity

                For the Years Ended December 31, 2002 and 2001


<TABLE>
<CAPTION>


                                                         Additional                                 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, 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

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
                                     =====    =======     =========  ==========     ========    ==========
</TABLE>

See accompanying notes to financial statements.



                                     14
<PAGE>




                          RAIKE FINANCIAL GROUP, INC.

                          Statements of Cash Flows

            For the Years Ended December 31, 2002 and 2001


<TABLE>
<CAPTION>

                                                                2002          2001
                                                             ----------    -----------
<S>                                                          <C>           <C>

Cash flows from operating activities:
  Net loss                                                   $ (532,811)   (1,203,059)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation                                                8,394        11,970
      Compensation expense related to stock options issued           -        682,000
      Provision for deferred taxes                                   -        279,869
      Write-off of note receivable from affiliate               139,434            -
      Change in marketable investment securities                129,147        41,416
      Change in commissions receivable                          (13,040)      (44,832)
      Change in accounts payable                                 30,078      (243,459)
      Change in commissions payable                               5,463        94,724
      Change in other                                           (56,812)      120,969
                                                               --------      --------
          Net cash used by operating activities                (290,147)     (260,402)
                                                               --------      --------

Cash flows from investing activities:
  Proceeds from mortgage receivable                                  -        259,890
  Purchases of furniture, fixtures and equipment                 (3,954)       (3,215)
  Change in certificate of deposit                               (7,055)       (8,182)
  Change in clearing deposit                                    (10,000)       25,692
                                                               --------      --------
          Net cash provided (used) by investing activities      (21,009)      274,185
                                                               --------      --------

Cash flows from financing activities:
  Proceeds from exercise of stock options                         4,805            -
  Proceeds from private placement stock sales                   304,500       105,000
  Net change in trading margin                                 (103,897)      (57,855)
  Cash dividends paid on preferred stock                         (7,125)           -
                                                               --------      --------
          Net cash provided by financing activities             198,283        47,145
                                                               --------      --------

          Net change in cash                                   (112,873)       60,928

Cash at beginning of period                                     701,430       640,502
                                                               --------      --------
Cash at end of period                                        $  588,557       701,430
                                                               ========      ========
Supplemental disclosure of cash paid for:

  Interest                                                   $    5,409        18,071

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


</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 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.



                                     16
<PAGE>




                         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, 2002
and 2001, the Company maintained cash balances with financial
institutions and brokerage companies totaling $564,928 and
$648,429, 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 years ended December 31, 2002 and
2001, the Company had potential common stock issuances
outstanding totaling 217,500 and 608,000 shares, respectively,
related to stock options 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.

Stock-Based Compensation
------------------------

At December 31, 2002, the Company sponsors a stock-based
compensation plan, which is described more fully in Note 7.  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
materially 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 2001, the Company recognized $682,000 in compensation
expense related to this plan.

Reclassifications
-----------------

Certain reclassifications have been made to the 2001 financial
statements to conform with classifications for 2002.

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

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. For 2002, the bonus totaled $144,691. During 2002
and 2001 the majority shareholders received their annual
salaries, of which $31,554 and $5,900, respectively, was
foregone.

As of December 31, 2001, the Company advanced approximately
$121,000 to a restaurant partially owned by the majority
shareholders of the Company. This advance was payable on demand,
unsecured, and bore interest at an annual rate of 10%. During
2002, the Company determined that this advance was not
collectible and wrote off all principal and accrued interest
totaling approximately $139,000.




                                     17
<PAGE>




                        RAIKE FINANCIAL GROUP, INC.

                 Notes to Financial Statements, continued

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

During 2002, the Company received $173,348 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.  Rent expense for the years ended December 31, 2002
and 2001 approximated $89,000 and $85,000, respectively.

Future minimum lease payments on these leases at December 31,
2002 were as follows:

               Year Ending December 31,
               ------------------------
                       2003                   $       93,600
                       2004                           93,600
                       2005                           83,550
                                                     -------

                                              $      270,750
                                                     =======

B/D Compliance Associates, Inc., a company owned by a former
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 2002 and 2001, the Company paid $5,472
and $11,167, respectively, 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, 2002, the Company had net capital of $802,056 which was
$702,056 in excess of its required net capital of $100,000.  The
Company's net capital ratio was .56 to 1.

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

Marketable investment securities at December 31, 2002 and 2001
consist of equity securities.  These securities serve as
collateral for the Company's trading margin.

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

The components of income tax expense for the years ended December
31, 2002 and 2001 are as follows:


<TABLE>
<CAPTION>

                                                 2002          2001
                                               --------      --------
         <S>                                <C>              <C>

         Current                            $         -             -
         Deferred                              (202,468)     (336,624)
         Change in valuation allowance          202,468       616,493
                                                -------       -------

                                            $         -       279,869
                                                =======       =======
</TABLE>




                                     18
<PAGE>




                         RAIKE FINANCIAL GROUP, INC.

                 Notes to Financial Statements, continued

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

The difference between income tax expense computed by applying
the statutory federal income tax rate to loss before taxes for
the years ended December 31, 2002 and 2001 is as follows:


<TABLE>
<CAPTION>

                                            2002          2001
                                          --------      --------
        <S>                             <C>             <C>

        Pretax loss at statutory rate   $ (202,468)     (350,812)
        Change in valuation allowance      202,468       616,493
        Other                                   -         14,188
                                          --------      --------
                                        $       -        279,869
                                          ========      ========
</TABLE>


The following summarizes the components of deferred taxes at
December 31, 2002 and 2001.

<TABLE>
<CAPTION>

                                                      2002          2001
                                                     -------      -------
        <S>                                        <C>            <C>

        Deferred income tax assets:
          Operating loss carryforwards             $ 550,461      338,493
          Stock compensation expense                 259,000      259,000
          Accrued expenses                             9,500       19,000
                                                     -------      -------

            Total gross deferred income tax assets   818,961      616,493
        Less valuation allowance                     818,961      616,493
                                                     -------      -------
        Net deferred tax asset                     $      -            -
                                                     =======      =======

</TABLE>


During 2002 and 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, 2002, the Company had net operating loss
carryforwards for tax purposes of approximately $1,399,000, 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, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                                   2002        2001
                                                 _-------   ---------
        <S>                                      <C>        <C>

        Consultant fees                         $ 365,093     317,676
        Customer write offs                        93,192      27,586
        Licenses and registrations                125,818     126,339
        Rent                                       89,100     117,050
        Compensation                              376,582   1,010,927
        Legal and professional fees               180,024     150,392
        Marketing                                  82,499          -
</TABLE>

(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. During 2002,
480,500 options were exercised and 25,000 options were forfeited
leaving 50,000 options outstanding at December 31, 2002. No
options were granted during 2002.  These options are currently
exercisable and expire on December 31, 2003.



                                     19
<PAGE>




                         RAIKE FINANCIAL GROUP, INC.

                  Notes to Financial Statements, continued

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

Stock Option Plan, continued
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.

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 December 31, 2000.

Preferred Stock
During 2002 and 2001, the Company issued 31,000 and 10,500
shares, respectively, of its Series A Preferred Stock ("Preferred
Stock") for $304,500 and $105,000, 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.  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 Preferred Stock,
the Company issued 26,250 and 77,500 Class A warrants in 2002 and
2001, respectively, and 26,250 and 77,500 Class B warrants in
2002 and 2001, 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.

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

The Company has been named as defendant in several lawsuits 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 or results of
operations.



                                     20
<PAGE>




                          SUPPLEMENTAL SCHEDULE



                                     21
<PAGE>



                         RAIKE FINANCIAL GROUP, INC.

                           Supplemental Schedule

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

                             December 31, 2002



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

Total shareholders' equity                                      $ 842,008
Non-allowable assets                                              (56,399)
Exclusion of non-aggregate indebtedness liabilities                20,400
                                                                 --------

Tentative net capital                                             806,009
Haircuts                                                           (3,953)
                                                                 --------

Net capital                                                       802,056
Minimum net capital                                               100,000
                                                                 --------
         Excess net capital                                     $ 702,056
                                                                 ========
Aggregate Indebtedness to Net Capital Ratio:
--------------------------------------------

Aggregate indebtedness liabilities:
     Accounts payable                                           $  96,799
     Commissions payable                                          314,175
     Other liabilities                                             38,920
                                                                 --------
Aggregate indebtedness                                          $ 449,894
                                                                 ========

Net capital                                                     $ 802,056
                                                                 ========

Ratio                                                            .56 to 1
                                                                 ========


Reconciliation with Company's computation of net capital
(included in
Part II of its FOCUS report as of December 31, 2002):
-----------------------------------------------------

Net capital, as reported in Part II of FOCUS report             $ 823,876
Audit adjustments, net                                            (42,220)
Exclusion of liabilities                                           20,400
                                                                 --------
Net capital                                                     $ 802,056
                                                                 ========



                                     22
<PAGE>





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

None.


                              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        43          Chairman, President and CEO

Shannon L. Raike             31          Executive Vice President,
                                         Treasurer and CFO

Morris L. Brunson            63          Director

William D. Bertsche          58          Director
</TABLE>

The Board of Directors has designated an Audit Committee of the Board
of Directors consisting of three 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 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, Mitchell Davis,
and Shannon Raike.

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



                                     23
<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, Ga.  Mr. Raike later spent approximately two years with 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 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
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, CA and
at River Falls College in WI.  At an early age, Mr. Bertsche
previously 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.



                                     24
<PAGE>




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:

<TABLE>
<CAPTION>

NAME OR IDENTITY OF GROUP     TITLE                           COMPENSATION
----------------------------------------------------------------------------
<S>                           <C>                             <C>
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 2002 OF OFFICERS
AND DIRECTORS AS A GROUP                                      $   250,000
</TABLE>


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.

<TABLE>
<CAPTION>
NAME & ADDRESS                    SHARES OWNED      PERCENT OF CLASS
<S>                               <C>               <C>
William Raike, III                  12,193,000           69.61%

Morris Brunson                       1,544,000            8.81%

William Bertsche                       800,000            4.57%

OFFICERS & DIRECTORS AS A GROUP     14,537,000           82.99%
</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.



                                     25
<PAGE>




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has entered into an employment agreement with William and
Shannon Raike. This employment agreement calls for annual salaries
totaling $250,000. Additionally, William and Shannon Raike are to
receive a bonus equal to 2.5% of revenues of the Company. During 2002,
this bonus totaled $144,691.  In 2002, William and Shannon Raike
declined $5,900 in salary.

As of December 31, 2001, the Company had advanced approximately
$121,000 to Fresco Foods, LLC, a restaurant partially owned by William
Raike. This advance was payable on demand, unsecured, and bore
interest at an annual rate of 10%.  During 2002, the Company
determined that this advance was not collectible and wrote off all
principal and interest totaling approximately $139,000.

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 Company signed a three-year
least effective August 1, 2002 for an additional 500 square feet of
office space at $18 per square foot or $9,000 per year.  The lessor
for both leases is White Mountain Partners, Inc., a corporation wholly
owned by the William and Shannon Raike.  The signing of the leases was
approved by a majority of the disinterested Directors of the Company
at a meeting in which it was determined that the lease terms were not
in excess of rentals for comparable space and a determination was made
that the leases were in the best interests of the Company.

B/D Compliance Associates, Inc., a company owned by a former 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 2002 and 2001, the Company paid $5,472 and $11,167,
respectively, for consulting services.


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

(a)	Exhibits

	Exhibit
	Number			Exhibit

(b)	Reports on Form 8-K in the fourth quarter of 2002.  None.

ITEM 14.  CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our
principal executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls
and procedures (as defined in 17 C.F.R. Sections 240.13a-14(c) and
240.15d-14(c)).  Based on this evaluation, our principal executive
officer and principal financial officer concluded that the
effectiveness of such controls and procedures are adequate to timely
alert them to material information required to be included in our
periodic SEC reports.  The design of any system of controls is based
in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions,
regardless of how remote.

In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that
could significantly affect those controls subsequent to the date of
their last evaluation.



                                 26
<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/Shannon L. Raike
                                  -------------------
                                  Shannon L. Raike
                                  Chief Financial Officer


                               Date: March 28, 2003



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.

<TABLE>
<CAPTION>
Signature                Title                                    Date
<S>                      <C>                                     <C>

/s/William J. Raike III  President and Chief Executive Officer,  March 28, 2003
-----------------------  Director
William J. Raike, III    (Principal Executive Officer)


/s/Morris L. Brunson
-----------------------  Director                                March 28, 2003
Morris L. Brunson


/s/William D. Bertsche
-----------------------  Director                                March 28, 2003
William D. Bertsche

/s/Shannon L. Raike
-----------------------  Secretary, Director                     March 28, 2003
Shannon L. Raike         (Principal Financial and Accounting
                         Officer)
</TABLE>


                                     27
<PAGE>





                               Certification

I, William J. Raike, III, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Raike
    Financial Group, Inc.;

2.  Based on my knowledge, this annual report does not contain any
    untrue statement of a material fact or omit to state a material
    fact necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual
    report;

3.  Based on my knowledge, the financial statements, and other
    financial information included in this annual report, fairly
    present in all material respects the financial condition, results
    of operations and cash flows of the registrant as of, and for,
    the periods presented in this annual report;

4.  The registrant's other certifying officer and I are responsible
    for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
    for the registrant and we have:

    a)   designed such disclosure controls and procedures to ensure
         that material information relating to the registrant,
         including its consolidated subsidiaries, is made known to us
         by others within those entities, particularly during the
         period in which this annual report is being prepared;

    b)   evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to
         the filing date of this annual report (the "Evaluation
         Date"); and

    c)   presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures
         based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
   based on our most recent evaluation, to the registrant's auditors
   and the audit committee of registrant's board of directors (or
   persons performing the equivalent function):

   a)    all significant deficiencies in the design or operation of
         internal controls which could adversely affect the
         registrant's ability to record, process, summarize and
         report financial data and have identified for the
         registrant's auditors any material weaknesses in internal
         controls; and
   b)    any fraud, whether or not material, that involves management
         or other employees who have a significant role in the
         registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in
   this annual report whether or not there were significant changes
   in internal controls or in other factors that could significantly
   affect internal controls subsequent to the date of our most
   recent evaluation, including any corrective actions with regard
   to significant deficiencies and material weaknesses.


Date: March 28, 2003

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



                                     28
<PAGE>




                                Certification

I, Shannon L. Raike, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Raike
    Financial Group, Inc.;

2.  Based on my knowledge, this annual report does not contain any
    untrue statement of a material fact or omit to  state a material
    fact necessary to make the statements made, in light of the
    circumstances under which such  statements were made, not
    misleading with respect to the period covered by this annual report;

3.  Based on my knowledge, the financial statements, and other
    financial information included in this annual report, fairly
    present in all material respects the financial condition, results
    of operations and cash flows of the registrant as of, and for,
    the periods presented in this annual report;

4.  The registrant's other certifying officer and I are responsible
    for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
    for the registrant and we have:

    a)  designed such disclosure controls and procedures to ensure
        that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us
        by others within those entities, particularly during the
        period in which this annual report is being prepared;
    b)  evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to
        the filing date of this annual report (the "Evaluation
        Date"); and

    c)  presented in this annual report our conclusions about the
        effectiveness of the disclosure controls and procedures
        based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed,
    based on our most recent evaluation, to the registrant's auditors
    and the audit committee of registrant's board of directors (or
    persons performing the equivalent function):

    a)  all significant deficiencies in the design or operation of
        internal controls which could adversely affect the
        registrant's ability to record, process, summarize and
        report financial data and have identified for the
        registrant's auditors any material weaknesses in internal
        controls; and

    b)  any fraud, whether or not material, that involves management
        or other employees who have a significant role in the
        registrant's internal controls; and

6.  The registrant's other certifying officer and I have indicated in
    this annual report whether or not there were significant changes
    in internal controls or in other factors that could significantly
    affect internal controls subsequent to the date of our most
    recent evaluation, including any corrective actions with regard
    to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                /s/ Shannon L. Raike
                                ------------------------------------------
                                Shannon L. Raike
                                Principal Financial and Accounting Officer



                                     29
<PAGE>