UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-KSB
(Mark One)

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

         For fiscal year ended December 31, 2005

[ ]      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.)

117 Towne Lake Parkway, Suite 200, Woodstock, GA            30188
------------------------------------------------          ----------
   (Address of Principal Executive Offices)               (Zip Code)

Issuer's telephone number (770) 516-6996

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  None

Check whether the issuer is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange 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  contained  in this  form,  and no
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.                   [ ]

Indicate  by checkmark whether the registrant is a shell  company
(as defined in Rule 12b-2 of the Exchange Act)

              Yes  [ ]                      No  [X]

State issuer's revenues for its most recent fiscal year:  $8,022,361

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:  $823,693 as of February 24, 2006.

State  the  number of shares outstanding of each of the  issuer's
classes  of  common  equity, as of the latest  practicable  date.
17,641,772 as of March 1, 2006

            DOCUMENTS INCORPORATED BY REFERENCE - N/A

Transitional Small Business Disclosure format (check  one):

              Yes  [ ]                      No  [X]


<PAGE>

                        TABLE OF CONTENTS


PART I                                                           3
  ITEM 1.  DESCRIPTION OF BUSINESS                               3
  ITEM 2.  DESCRIPTION OF PROPERTY                               7
  ITEM 3.  LEGAL PROCEEDINGS                                     8
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   8
PART II                                                          8
  ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS                                               8
  ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS                   9
  ITEM 7.  FINANCIAL STATEMENTS                                 11
  ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE                  24
  ITEM 8A. CONTROLS AND PROCEDURES                              24
  ITEM 8B. OTHER INFORMATION                                    24
PART III                                                        24
  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
           CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
           THE EXCHANGE ACT                                     24
  ITEM 10. EXECUTIVE COMPENSATION                               26
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT AND RELATED STOCKHOLDER MATTERS           26
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       27
  ITEM 13. EXHIBITS                                             27
  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES               27























                               2

<PAGE>

                             PART I


ITEM 1.  DESCRIPTION OF BUSINESS

              Special Cautionary Notice Regarding
                   Forward-Looking Statements

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

*   The effects of future economic conditions;

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

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

*   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 products and
    services by mail, telephone, and computer and the Internet.

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  47  states,  Puerto   Rico,
Washington  D.C. 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,
one  of  the largest publicly held custodians 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 117 Towne Lake Parkway Suite 200,
Woodstock, GA 30188, and our telephone number is (770) 516-6996.
We  maintain  branch  and other offices in  a  number  of  other
jurisdictions  and a complement of approximately 70  independent
retail brokers. Our SEC net capital position as of December  31,
2005 and 2004 was $1,160,099 and $1,076,039, respectively.

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

<TABLE>
<CAPTION>
          Year        Revenues       No. of Reps.
          ----        --------       ------------
          <S>        <C>             <C>
          1995       $   221,476          19
          1996       $   793,309          19
          1997       $ 1,907,486          50
          1998       $ 3,507,000          75
          1999       $ 5,987,067         100
          2000       $ 9,741,567          90
          2001       $ 5,959,712          77
          2002       $ 5,787,621          74
          2003       $ 8,341,118          69
          2004       $ 8,071,847          68
          2005       $ 8,022,361          71
</TABLE>


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

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













                               4

<PAGE>


                            BUSINESS

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

SECURITIES SALES SERVICES

We  are  an NASD member broker-dealer providing securities  sales
services through a network of "independent contractor" registered
representatives  to  several  thousand  retail   clients.   These
representatives  primarily retail stocks, mutual funds,  variable
annuities  and variable life insurance products, managed  account
and other investment advisory and financial planning products and
services.  Commissions  are charged on  the  sale  of  securities
products,   of   which   a  percentage   is   shared   with   the
representatives.  Over 90% of our revenue during  2005  and  2004
has been derived from these securities sales services.

The Company's independent contractors receive a commission payout
of between 80% and 90%.

INSURANCE PRODUCT SALES

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

ADVISORY AND PLANNING

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

INTERNET TRADING

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

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

EXPANSION OF EXISTING BUSINESS

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

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



                               5

<PAGE>


     The expanded services include:

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

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

CLEARING AGENT AND CUSTOMER CREDIT

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

The  services  of  the  Clearing Agent  include  billing,  credit
control and receipt, 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 saleable 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
policies  to  avoid  possible defaults on  margin  loans  in  the
increased  supervision  of customers with  margin  loans.  Margin
interest  for  the years ending December 31, 2005  and  2004  was
approximately 5.5% and 6.3%, 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  SEC  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 SEC 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 SEC as the Company's primary regulator.  NASDR
adopts  rules  (which are subject to approval by  the  SEC)  that
govern  NASD members and conducts periodic examinations of member
firms' operations. We are also subject to regulation as a broker-
dealer  and investment advisor 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 SEC  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  SEC,  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 an 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.


                               6

<PAGE>


NET CAPITAL REQUIREMENTS

As  a registered broker-dealer and a member firm of NASDR, we are
subject  to  the  net capital rule of the SEC.  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, 2005, we had NASD reported net  capital  of
$1,160,099 and our ratio of aggregate indebtedness to net capital
was .54 to 1.

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

COMPETITION

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

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

PERSONNEL

At December 31, 2005, we had 7 full-time employees in addition to
approximately  71  registered  representatives.   None   of   our
personnel  is  covered by a collective bargaining  agreement.  We
consider our relationships with our employees to be good.

ITEM 2.  DESCRIPTION OF PROPERTY

Our  principal  executive offices are located at 117  Towne  Lake
Parkway,  Suite 200, Woodstock, Georgia 30188 where  the  Company
has entered into a purchase contract to acquire 7,200 square feet
of  office space for approximately $1.2 million, scheduled for  a
March 2006 closing.




                               7

<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

From  time  to time, the Company has been named as respondent  in
certain  arbitrations that allege violations of  securities  laws
and claim substantial damages.

As  of  March  1,  2006, there are no claims  pending  by  retail
customers 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".

    (b)  Not applicable.

    (c)  Not applicable.























                               8

<PAGE>


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 commissions revenue as material
at this time.

RESULTS OF OPERATIONS - YEARS ENDED DECEMBER 31, 2005 and 2004

Total  revenue for the year ended December 31, 2005 decreased  by
$49,487  or 0.6% to $8,022,361 from $8,071,848 for the comparable
period in 2004.

Commission  revenue  decreased by $42,218 or 0.6%  to  $6,810,664
from  $6,852,882 for the comparable period in 2004.  The decrease
was  due  to decreases in retail, options and mutual fund trading
activity,  which was partially offset by increases  in  insurance
commissions and municipal trades.

Interest income decreased by $48,559 or 9.5% to $463,289 for  the
year  ended December 31, 2005 from $511,848 compared to the  same
period in 2004.  This decrease is due to the decrease in interest
from  margin accounts and customer accounts held by our  clearing
agent.

Fees from clearing transaction charges and other income increased
by  $41,290  or 5.8% to $748,408 for the year ended December  31,
2005 from $707,118 for the same period in 2004.  This increase is
due primarily to an increase in fees from transactional business.

Total  operating  expenses for the year ended December  31,  2005
increased by $20,688 to $7,769,205 from $7,748,517 for  the  same
period in 2004.

Commissions to brokers decreased by $73,269 to $6,035,262 for the
year  ended December 31, 2005 from $6,108,531 in the prior  year.
This decrease corresponds to the decrease in commission revenues.

Clearing costs decreased by $27,001 or 13.3% to $175,494 for  the
year ended December 31, 2005 from $202,495 in the prior year.  As
a  percentage  of commission income clearing costs were  2.6%  in
2005 compared to 3.0% in 2004.

Selling, general and administrative expense increased $243,890 or
18.9% to $1,534,657 for the year ended December 31, 2005 compared
to  $1,290,767 in the prior year.  This increase is primarily due
to  the company purchasing an errors and omissions policy  for  a
premium   of  $120,000  in  2005.   Also  in  2005,  the  Company
recognized  expense of $88,469 as a result of forgiven promissory
notes  with registered representatives.  The remaining   increase
in  expense  relates to increases in travel and meeting  expenses
related  to the Company's sales meeting in the second quarter  of
2005.

Settlement and arbitration expense decreased $122,932 or 83.8% to
$23,792  for  the  year  ended  December  31,  2005  compared  to
$146,724 in the prior year.

The  Company  recorded no income tax expense or benefit  for  the
years  ended December 31, 2005 and 2004.  We have a net operating
loss  carryforward as of December 31, 2005 that is dependent upon
future taxable income.


                               9

<PAGE>


Net  earnings were $253,156 for the year ended December 31,  2005
compared to net earnings of $323,331 for the same period in 2004.

LIQUIDITY AND CAPITAL RESOURCES

Our  assets  are  reasonably liquid with a  substantial  majority
consisting  of  cash and cash equivalents, 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, 2005 were $1,391,266.

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, 2005 was $1,160,099 and our
ratio of aggregate indebtedness to net capital was .54 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.

During  2005 and 2004, the Company leased its office space  under
an  operating lease agreement that expired on November 30,  2005.
The Company remained in the leased office space, paying rent on a
month-to-month  basis in December 2005 and  January  2006.   Rent
expense was $54,000 in 2005 and 2004.

On  July  5, 2005, the Company entered into a commercial purchase
and  sale  agreement for the purchase of a portion of  an  office
building.   The  total  commitment amount for  this  purchase  is
approximately $1,252,000 of which approximately $150,000 has been
paid  as a deposit as of December 31, 2005.  The Company occupied
this  new  office space in January 2006.  The Company intends  to
finance  this  purchase  with a $1,000,000  loan  with  a  5-year
balloon amortized on a 25-year basis.  The interest rate will  be
determined  at  closing,  and is based  on  the  FHLB  long  term
mortgage rate plus 300 basis points.

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 will
continue  to  pursue avenues to decrease costs and  increase  our
capital position.

During  2004,  the  Company  issued  13,000  shares  of  its  7%,
convertible,  cumulative,  $.01 par  value  preferred  stock  for
proceeds  of $130,000.  The proceeds from the sale of this  stock
were  used  to  expand  the Company's business  and  for  general
corporate purposes.

In August 2004, the Company acquired a total of 160,000 shares of
its  common stock at a cost of $55,556.  Also, in December  2004,
the  Company  acquired 40,000 and 10,000 shares in  two  separate
transactions for a cost of $14,000 and $1,600, respectively.   In
May  2005, the Company acquired 30,000 shares of its common stock
at a cost of $6,000.

The  Company's cash and cash equivalents increased by $68,002  to
$941,445  as  of December 31, 2005, from $873,443 as of  December
31,  2004.   This increase was due to cash provided by  operating
activities  of  $333,163,  cash used in investing  activities  of
$198,817, and cash used in financing activities of $66,344.   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.


                               10

<PAGE>

ITEM 7.   FINANCIAL STATEMENTS

    The following financial statements are included herein:

    Report of Independent Registered Public Accounting Firm

    Balance Sheets as of December 31, 2005 and 2004

    Statements of Earnings for the years ended December 31,
    2005 and 2004

    Statements of Shareholders' Equity for the years ended
    December 31, 2005 and 2004

    Statements of Cash Flows for the years ended December 31,
    2005 and 2004

    Notes to Financial Statements

    Supplemental Schedule - Computation of Net

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

























                               11

<PAGE>






     Report of Independent Registered Public Accounting Firm





To the Shareholders
Raike Financial Group, Inc.:

We have audited the balance sheets of Raike Financial Group, Inc.
as  of December 31, 2005 and 2004, and the related statements  of
earnings, 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 the standards of  the
Public Company Accounting Oversight Board (United States).  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, 2005 and 2004,
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 conducted in accordance with the standards of the
Public  Company  Accounting Oversight Board (United  States)  and
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  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 14, 2006



                               12

<PAGE>


                   RAIKE FINANCIAL GROUP, INC.

                         Balance Sheets

                   December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                       2005          2004
                                                    -----------   -----------
<S>                                               <C>             <C>
                             Assets
                             ------
Cash and cash equivalents                         $     941,445       873,443
Clearing deposit                                        125,000       125,000
Furniture, fixtures, and equipment, at cost,
 net of accumulated depreciation of $80,317
 and $73,648, respectively                               55,818        14,725
Deposit on premises                                     150,499          -
Commissions receivable                                  721,982       787,550
Due from brokers                                         15,340       110,357
Other assets                                              8,850         3,537
                                                    -----------   -----------
                                                    $ 2,018,934   $ 1,914,612
                                                    ===========   ===========

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

Liabilities:
  Accounts payable                                $      36,611        32,737
  Commissions payable                                   559,221       620,615
  Preferred dividends payable                            30,274        30,070
  Other liabilities                                       1,562        26,532
                                                    -----------   -----------
               Total liabilities                        627,668       709,954
                                                    -----------   -----------

Commitments

Shareholders' equity:
  Series A preferred stock of $.01 par value;
    5,000,000 shares authorized, 86,500 shares
    issued and outstanding, (liquidation value
    of $865,000)                                            865           865
  Common stock of $.01 par value; 50,000,000
    shares authorized; 17,941,772 shares issued         179,418       179,418
  Additional paid-in capital                          3,351,228     3,351,228
  Accumulated deficit                                (1,988,839)   (2,181,447)
  Treasury stock; 300,000 and 270,000 shares,
    respectively                                       (151,406)     (145,406)
                                                    -----------   -----------
               Total shareholders' equity             1,391,266     1,204,658
                                                    -----------   -----------

                                                  $   2,018,934      1,914,612
                                                    ===========   ===========
</TABLE>










See accompanying notes to financial statements.


                               13

<PAGE>


                   RAIKE FINANCIAL GROUP, INC.

                     Statements of Earnings

         For the Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                       2005          2004
                                                    -----------   -----------
<S>                                               <C>             <C>

Operating income:
  Commissions                                     $   6,810,664     6,852,882
  Interest and dividends                                463,289       511,848
  Other fees and income                                 748,408       707,118
                                                    -----------   -----------
               Total operating income                 8,022,361     8,071,848
                                                    -----------   -----------

Operating expenses:
  Commissions to brokers                              6,035,262     6,108,531
  Clearing costs                                        175,494       202,495
  Selling, general and administrative expenses        1,534,657     1,290,767
  Settlements of arbitration matters                     23,792       146,724
                                                    -----------   -----------

               Total operating expenses               7,769,205     7,748,517
                                                    -----------   -----------

Net earnings                                      $     253,156       323,331
                                                    -----------   -----------

Net earnings per share, based on weighted
  average shares outstanding of 17,652,868 in
  2005 and 17,785,919 in 2004                     $         .01           .02
                                                    ===========   ===========

</TABLE>

























See accompanying notes to financial statements.


                               14

<PAGE>


                   RAIKE FINANCIAL GROUP, INC.

               Statements of Shareholders' Equity

         For the Years Ended December 31, 2005 and 2004


<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, 2003    $      735     176,418   3,164,358    (2,448,985)   (74,250)        818,276

Proceeds from private placement
  stock sales                          130           -     129,870             -          -         130,000
Preferred dividends                      -           -           -       (55,793)         -         (55,793)
Stock award                              -       3,000      57,000             -          -          60,000
Purchase of treasury stock               -           -           -             -    (71,156)        (71,156)
Net earnings                             -           -           -       323,331          -         323,331
                                 ---------   ---------  ----------   -----------   --------   -------------
Balance at December 31, 2004           865     179,418   3,351,228    (2,181,447)  (145,406)      1,204,658

Preferred dividends                      -           -           -       (60,548)         -         (60,548)
Purchase of treasury stock               -           -           -             -     (6,000)         (6,000)
Net earnings                             -           -           -       253,156          -         253,156
                                 ---------   ---------  ----------   -----------   --------   -------------
Balance at December 31, 2005    $      865     179,418   3,351,228    (1,988,839)  (151,406)      1,391,266
                                 =========   =========  ==========   ===========   ========   =============

</TABLE>






























See accompanying notes to financial statements.


                               15

<PAGE>


                   RAIKE FINANCIAL GROUP, INC.

                    Statements of Cash Flows

         For the Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                            2005          2004
                                                         -----------   -----------
<S>                                                    <C>             <C>

Cash flows from operating activities:
  Net earnings                                         $     253,156       323,331
  Adjustments to reconcile net earnings to net
  cash provided by operating activities:
    Depreciation                                               7,225        10,000
    Compensation expense related to stock awards                   -        60,000
    Change in commissions receivable                          65,568      (166,330)
    Change in due from brokers                                95,017      (108,127)
    Change in other assets                                    (5,313)        2,453
    Change in accounts payable                                 3,874       (50,014)
    Change in commissions payable                            (61,394)      140,681
    Change in other liabilities                              (24,970)      (46,629)
                                                         -----------   -----------
       Net cash provided by operating activities             333,163       165,365
                                                         -----------   -----------

Cash flows from investing activities:
  Purchases of furniture, fixtures and equipment             (48,318)       (3,330)
  Deposit on premises                                       (150,499)            -
  Change in certificate of deposit                                 -       145,188
  Change in restricted cash                                        -        40,000
                                                         -----------   -----------
       Net cash provided (used) by investing
       activities                                           (198,817)      181,858
                                                         -----------   -----------

Cash flows from financing activities:
  Repayment of advances from shareholder                           -        (4,979)
  Proceeds from private placement stock sales                      -       130,000
  Cash dividends paid on preferred stock                     (60,344)      (51,272)
  Purchase of treasury stock                                  (6,000)      (71,156)
                                                         -----------   -----------
        Net cash provided (used) by financing
        activities                                           (66,344)        2,593
                                                         -----------   -----------

        Net change in cash                                    68,002       349,816

Cash at beginning of year                                    873,443       523,627
                                                         -----------   -----------

Cash at end of year                                    $     941,445       873,443
                                                         -----------   -----------

Supplemental disclosure of cash paid for interest      $          20            96

Supplemental disclosure of non-cash financing
activities:
  Issuance of stock awards                             $           -        60,000
  Change in preferred dividends payable                $         204         4,521

</TABLE>




See accompanying notes to financial statements.


                               16

<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 47 states, Puerto Rico, Washington D.C. 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  accounting principles generally accepted in  the  United
     States  of America ("GAAP") and to general practices  within
     the  broker-dealer  industry. The preparation  of  financial
     statements  in  conformity with GAAP requires the  Company's
     management to make estimates and assumptions that affect the
     amounts reported in the financial statements. Actual results
     could differ from these estimates.

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

     Cash and Cash Equivalents
     -------------------------
     For  purposes  of the statements of cash flow,  the  Company
     considers all investments with an original maturity of three
     months or less to be a cash equivalent.  As of December  31,
     2005  and  2004, the Company maintained cash  balances  with
     financial  institutions  and  brokerage  companies  totaling
     $761,999  and  $698,443,  respectively,  that  exceeded  the
     Federal deposit insurance limits.

     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.

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


                               17

<PAGE>

                   RAIKE FINANCIAL GROUP, INC.

            Notes to Financial Statements, continued

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

     Net Earnings Per Share
     ----------------------
     The Company is required to report net earnings 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, 2005 and 2004, the Company had potential
     common  stock issuances outstanding totaling 865,000  shares
     related to preferred stock and warrants. However, the effect
     of   these   potential  common  stock  issuances  would   be
     antidilutive  because the exercise price is  more  than  the
     fair  value  of  the  stock. The effect of  these  potential
     common   stock  issuances  have  been  excluded   from   the
     computation  of  net  earnings  per  share  for  each  year.
     Presented below is a summary of earnings per share  for  the
     years ended December 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                             2005         2004
                                          ----------   ----------
     <S>                                <C>            <C>

     Weighted average common shares
     outstanding                          17,652,868   17,785,919

     Net earnings                       $    253,156      323,331
     Preferred stock dividend                (60,548)     (55,793)
                                          ==========   ==========

     Net earnings attributable to
     common shareholders                $    192,608      267,538
                                          ==========   ==========

     Net earnings per common share      $        .01          .02
                                          ==========   ==========
</TABLE>

     Stock-Based Compensation
     ------------------------
     The  Company sponsors a stock-based compensation plan, which
     is described more fully in Note 6.  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 earnings and  earnings  per
     share would not be different if the Company had applied  the
     fair value recognition provisions of FASB Statement No. 123,
     Accounting  for  Stock-Based  Compensation,  to  stock-based
     employee  compensation. During 2005 and  2004,  the  Company
     recognized no compensation expense related to this plan  and
     there were no options granted during either year.
     Additionally, during 2004 the Company awarded 300,000 shares
     of  its common stock.  Of these shares, 250,000 shares  were
     awarded  to  independent contractor financial  professionals
     for   their  long-term  dedication  and  commitment  to  the
     Company.   The  remaining 50,000 shares were  awarded  to  a
     third  party  that  provided investor  relations  and  other
     services  to  the  Company  in  connection  with  a  service
     agreement.  The stock awards resulted in $60,000 of  expense
     to  the  Company.  This expense was recognized based on  the
     fair value of the shares issued.

     Recent Accounting Pronouncements
     --------------------------------
     Accounting  standards that have been issued or  proposed  by
     the  Financial Accounting Standards Board and other standard
     setting entities that do not require adoption until a future
     date  are  not  expected to have a material  impact  on  the
     Company's financial statements upon adoption.

(2)  Related Party Transactions
     --------------------------
     The  majority shareholder receives consulting  fees  in  the
     amount of $130,000 annually.  In addition, the Company  pays
     a   bonus   equal  to  2.5%  of  revenues  to  the  majority
     shareholder.    The  majority  shareholder's   spouse   also
     receives consulting fees of $120,000 annually.   During  the
     years  ended  December  31,  2005  and  2004,  the  majority
     shareholder  earned  a  bonus  of  $200,559  and   $201,796,
     respectively.

     In  2004, the Company entered into an agreement with Pea Pod
     Consulting Inc., which is owned by a member of the Company's
     Board   of  Directors.   This  agreement  calls  for  annual
     consulting   fees   for  services  related   to   regulatory
     compliance and other operational issues totaling $84,000, of
     which  a  total of $84,000 was paid during 2005 and  $27,462
     was paid during 2004.


                               18

<PAGE>

                   RAIKE FINANCIAL GROUP, INC.

            Notes to Financial Statements, continued

(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, 2005, the Company had  net
     capital of $1,160,099, which was $1,060,099 in excess of its
     required net capital of $100,000.  The Company's net capital
     ratio was 0.54 to 1.

(4)  Income Taxes
     ------------
     The  components  of income tax expense for the  years  ended
     December 31, 2005 and 2004 are as follows:

<TABLE>
<CAPTION>
                                             2005         2004
                                          ----------   ----------
     <S>                                <C>            <C>
     Current                            $          -            -
     Deferred                                 99,446     (121,952)
     Change in valuation allowance           (99,446)     121,952
                                          ----------   ----------
                                        $          -            -
                                          ==========   ==========
</TABLE>

     The  difference  between  income  tax  expense  computed  by
     applying  the statutory federal income tax rate to  earnings
     before taxes for the years ended December 31, 2005 and  2004
     is as follows:

<TABLE>
<CAPTION>
                                             2005         2004
                                          ----------   ----------
     <S>                                <C>            <C>
     Pretax income at statutory rate    $     86,074      109,933
     State income tax, net of federal
       benefit                                10,126       12,933
     Other                                     3,246         (914)
     Change in valuation allowance           (99,446)    (121,952)
                                          ----------   ----------
                                        $          -            -
                                          ==========   ==========
</TABLE>

     The following summarizes the components of deferred taxes at
     December 31, 2005 and 2004.

<TABLE>
<CAPTION>
                                             2005         2004
                                          ----------   ----------
     <S>                                <C>            <C>
     Deferred income tax assets:
       Operating loss carryforwards     $    431,055      521,000
       Accrued expenses                            -        9,500
                                          ----------   ----------
         Total gross deferred income
         tax assets                          431,055      530,500
       Less valuation allowance             (431,055)    (530,500)
                                          ----------   ----------
       Net deferred tax asset           $          -            -
                                          ==========   ==========
</TABLE>

     During  2005 and 2004, a valuation allowance was established
     for  the entire amount of the net deferred tax asset, as the
     realization of the deferred tax asset is dependent on future
     taxable income.

     At  December  31, 2005, the Company had net  operating  loss
     carryforwards for tax purposes of approximately  $1,134,000,
     which  will  expire  beginning in  2015  if  not  previously
     utilized.


                               19

<PAGE>

                   RAIKE FINANCIAL GROUP, INC.

            Notes to Financial Statements, continued

(5)  Selling, General and Administrative Expenses
     --------------------------------------------
     Components of selling, general and administrative  expenses,
     which  are greater than 1% of total revenues for the  years,
     ended December 31, 2005 and 2004 are as follows:

<TABLE>
<CAPTION>
                                             2005         2004
                                          ----------   ----------
     <S>                                <C>            <C>

        Consultant fees                 $    585,627      589,335
        Compensation                         237,006      254,804
        Errors & omissions insurance         120,019            -
        Legal and professional fees           75,968      144,065
</TABLE>

(6)  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.

     There were no stock options granted during 2005 and 2004 and
     there were no stock options outstanding at December 31, 2005
     or 2004.

     Perpetual Preferred Stock

     During  2004, the Company issued 13,000 shares of its Series
     A  Preferred Stock ("Preferred Stock") for $130,000.  During
     2005,  there  was no Preferred Stock issued.  The  Preferred
     Stock  pays a cumulative annual dividend of $.70 per  share.
     Each  share  of  Preferred Stock is  convertible  into  five
     shares  of  common stock at the option of the holder.   Each
     share  of  Preferred Stock is mandatorily  convertible  into
     five  shares  of  common stock upon  the  filing  of  public
     offering  registration statement or a change in control  (as
     defined).   The  Company may redeem the Preferred  Stock  by
     giving 30-day's notice to the preferred stockholders  for  a
     redemption price of $10.00 per share, plus unpaid  dividends
     through  the redemption date.  Upon voluntary or involuntary
     dissolution of the Company, the preferred stockholders  will
     receive  $10.00 per share prior to the distribution  of  any
     amounts to common shareholders.  The Preferred Stock has  no
     voting rights.  As of December 31, 2005 and 2004, there were
     no preferred dividends in arrears.

     Warrants

     In  connection with the issuance of the Company's  Preferred
     Stock,  the  Company  issued 216,250 Class  A  warrants  and
     216,250  Class B warrants. The Class A warrants  allow  each
     holder  to purchase one share of common stock for $1.50  and
     expire  on  January 31, 2006 and the Class B warrants  allow
     each  holder to purchase one share of common stock for $2.50
     and expire on January 31, 2007.

(7)  Employee Retirement Plan
     ------------------------
     Effective  February  1,  2003,  the  Company  established  a
     Savings   Incentive  Match  Plan  for  Employees  of   Small
     Employers  (SIMPLE  IRA). Employees  who  receive  at  least
     $5,000 of compensation for the calendar year are eligible to
     participate.  The  Company  matches  employee  contributions
     dollar  for  dollar  up to three percent of  the  employee's
     compensation.   Total  contributions for  any  employee  are
     limited  by certain regulations.  During 2005 and 2004,  the
     Company   contributed  approximately  $5,000   and   $7,000,
     respectively, to the plan.

(8)  Commitments
     -----------
     During  2005  and 2004, the Company leased its office  space
     under  an operating lease agreement that expired on November
     30,  2005.  The Company remained in the leased office space,
     paying  rent on a month-to-month basis in December 2005  and
     January 2006.  Rent expense was $54,000 in 2005 and 2004.


                               20

<PAGE>

                   RAIKE FINANCIAL GROUP, INC.

            Notes to Financial Statements, continued

(8)  Commitments, continued
     ----------------------
     On  July  5,  2005,  the Company entered into  a  commercial
     purchase and sale agreement for the purchase of a portion of
     an  office building.  The total commitment amount  for  this
     purchase  is approximately $1,252,000 of which approximately
     $150,000 has been paid as a deposit as of December 31, 2005.
     The  Company occupied this new office space in January 2006.
     The  Company  intends  to  finance  this  purchase  with   a
     $1,000,000 loan with a 5-year balloon amortized on a 25-year
     basis.  The interest rate will be determined at closing, and
     is  based on the FHLB long term mortgage rate plus 300 basis
     points.






































                               21

<PAGE>




















                          SUPPLEMENTAL

                            SCHEDULE

























                               22

<PAGE>

                   RAIKE FINANCIAL GROUP, INC.

                      Supplemental Schedule

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

                        December 31, 2005


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

Total shareholders' equity                              $  1,391,266
Non-allowable assets                                        (230,506)
                                                         -----------

Tentative net capital                                      1,160,760
Haircuts                                                           -

Unsecured Debits                                                (661)
                                                         -----------
Net capital                                                1,160,099

Minimum net capital                                          100,000
                                                         -----------


    Excess net capital                                  $  1,060,099
                                                         ===========

Aggregate Indebtedness to Net Capital Ratio:
-------------------------------------------
Aggregate indebtedness                                  $    627,668
                                                         ===========

Net capital                                             $  1,160,099
                                                         ===========

Ratio                                                      0.54 to 1
                                                         ===========

Reconciliation with Company's computation of net
capital (included in Part II of its FOCUS report
as of December 31, 2005):
------------------------------------------------

Net capital, as reported in Part II (unaudited)
FOCUS report                                           $   1,286,865

Non-allowable assets                                        (150,499)

Audit adjustments, net                                        23,733
                                                         -----------

Net capital per above                                  $   1,160,099
                                                         ===========












                               23

<PAGE>


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

None.

ITEM 8A.  CONTROLS AND PROCEDURES

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

ITEM 8B.  OTHER INFORMATION

  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          47        Chairman, President
                                         and CEO

Melissa L. Whitley             29        Treasurer, CFO and
                                         Director

Morris L. Brunson              66        Director

William D. Bertsche            61        Director

Christopher Casdia             36        COO and Director
</TABLE>

Geoffrey T. Chalmers          70        Director


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

The Audit Committee consists of Morris Brunson.

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



                               24

<PAGE>

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

Mr.  Raike has been licensed in the financial services  industry
for  approximately 20 years.  His brokerage career  began  as  a
financial  representative in 1985 with an NASD member  brokerage
headquartered in Denver, Colorado.  In 1988, Mr. Raike  accepted
a  position as Vice President and Branch Manager of the Atlanta,
Georgia  regional  office.  Mr. Raike later joined  Davenport  &
Company,  a NYSE member firm headquartered in Richmond, Virginia
and  subsequently owned an independently operated branch  office
of an NASD member firm.  Mr. Raike formed Raike Financial Group,
Inc.  in March of 1995 and was successful in growing the company
from  two  registered representatives and approximately $200,000
in  revenues  to  over  100  representatives  and  approximately
$10,000,000 in revenues by year 2000.  Mr. Raike currently holds
positions as Chairman of the Board, Chief Executive Officer  and
President and is licensed with the Series 4 (Registered  Options
Principal),  7 (General Securities Representative), 24  (General
Securities  Principal), 55 (Equity Trader), 63 (State Securities
License).


     Melissa L. Whitley, Treasurer, CFO and Director

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


     Morris L. Brunson, Director

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


     William D. Bertsche, Director

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


     Christopher Casdia, COO and Director

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

     Geoffrey T. Chalmers, Director

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


                               25

<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth the annual compensation of i) our
highest-paid  officer,  and  ii)  the  Company's   officers   or
directors as a group for the year ended December 31, 2005:

<TABLE>
<CAPTION>
NAME OR IDENTITY OF GROUP         TITLE                   COMPENSATION
<S>                               <C>                     <C>

William J. Raike, III             Chairman, President     $    327,535
                                  and CEO

TOTAL SALARIES FOR THE YEAR
2005 OF OFFICERS AND DIRECTORS
AS A GROUP                                                $    258,250

</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, 2005 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
"Executive Compensation", and  (iii) all officers and  directors
of the Company as a group.

<TABLE>
<CAPTION>
NAME & ADDRESS            SHARES OWNED       PERCENT OF CLASS
<S>                       <C>                <C>

William J. Raike, III       12,303,000             69.74%

Morris Brunson               1,544,000              8.75%

William Bertsche               800,000              4.53%

OFFICERS & DIRECTORS AS
A GROUP                     14,687,000             83.25%
</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.







6
                               26

<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  majority shareholder receives consulting fees in the  amount
of  $130,000  annually.  In addition, the Company  pays  a  bonus
equal  to  2.5%  of  revenues to the majority  shareholder.   The
majority  shareholder's spouse also receives consulting  fees  of
$120,000 annually.  During the years ended December 31, 2005  and
2004,  the  majority shareholder earned a bonus of  $200,559  and
$201,796, respectively.

In  2004,  the  Company entered into an agreement  with  Pea  Pod
Consulting  Inc.,  which is owned by a member  of  the  Company's
Board  of  Directors.  This agreement calls for annual consulting
fees  for  services  related to regulatory compliance  and  other
operational issues totaling $84,000, of which a total of  $84,000
was paid during 2005 and $27,462 was paid during 2004.

ITEM 13.  EXHIBITS

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

     14.1     Code  of  Ethics  for  Officers of Raike  Financial
              Group, Inc. dated October 15, 2004.

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

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

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


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

<TABLE>
<CAPTION>
                                        2005          2004
                                       ------        ------
<S>                                <C>               <C>
         Audit fees                $   46,600        43,500
         Audit-related fees                 -             -
         Tax fees                           -             -
         All other fees                     -             -
                                       ------        ------
             Total fees            $   46,600        43,500
                                       ======        ======
</TABLE>


                               27

<PAGE>


Audit Fees

The  aggregate  fees  billed  by PKM  for  professional  services
rendered in connection with the (i) audit of the Company's annual
financial  statements for 2005 and 2004, and (ii) review  of  the
financial statements included in the Company's quarterly  filings
on  Form  10-QSB and annual filings on Form 10-KSB  during  those
fiscal years.


Audit Related Fees

The   aggregate  fees  billed  by  PKM  in  2005  and  2004   for
professional services rendered for assurance and related services
that  are  reasonably related to the performance of the audit  or
review of the Company's financial statements and not included  in
"Audit Fees" above.


Tax Fees

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


All Other Fees

The fees billed by PKM are pre-approved by the Audit Committee of
the  Company  in accordance with the policies and procedures  for
the  Audit Committee.  The Audit Committee pre-approves all audit
and  non-audit  services  provided by the  Company's  independent
accountants  and  may not engage the independent  accountants  to
perform  any prohibited non-audit services.  For 2005  and  2004,
100% of the fees incurred were pre-approved.


























                               28

<PAGE>

                           SIGNATURES

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

                                   RAIKE FINANCIAL GROUP, INC.


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


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

                                   Date:  March 24, 2006

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


/s/ William J. Raike, III
------------------------------
William J. Raike, III
President and Chief Executive Officer, Director
(Principal Executive Officer)
Date:  March 24, 2006

/s/ Melissa L. Whitley
------------------------------
Melissa L. Whitley
Treasurer, Chief Financial Officer and Director
Date:  March 24, 2006


/s/ Christopher Casida
------------------------------
Christopher Casida
Chief Operating Officer and Director
Date:  March 24, 2006


/s/ Morris L. Brunson
------------------------------
Morris L. Brunson
Director
Date:  March 24, 2006


/s/ William D. Bertsche
------------------------------
William D. Bertsche
Director
Date:  March 24, 2006


/s/ Geoffrey T. Chalmers
------------------------------
Geoffrey T. Chalmers
Director
Date:  March 24, 2006


                               29

<PAGE>