UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2003

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       For the transition Period from ________________ to ________________

                        Commission file number 000-24057

                         Rushmore Financial Group, Inc.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

            Texas                                  75-2375969
            -----                                  ----------
   (State of Incorporation)            (I. R. S. Employer Identification No.)

                 13355 Noel Road, Suite 300, Dallas, Texas 75240
         ---------------------------------------------------------------
                                  972-450-6000
         ---------------------------------------------------------------
                (Issuer's telephone number, including area code)


         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 the past 90 days.

                                 Yes XXX No ____

         State the number of shares  outstanding of each of the issuer's classes
of common equity as of June 30, 2003:  9,844,959  shares of common stock,  $0.01
par value.

         Transitional Small Business Disclosure Format;

                                 Yes ___ No XXX

<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.           Financial Statements






















                                                                               2
<PAGE>
<TABLE>
<CAPTION>

                 RUSHMORE FINANCIAL GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                          (Unaudited)
                                                                           June 30,      December 31,
                                ASSETS                                       2003            2002
                                                                         ------------    ------------
<S>                                                                      <C>             <C>
Cash and cash equivalents                                                $      2,781    $     64,278
Accounts receivable                                                            17,295          31,816
Prepaid expenses and deposits                                                 113,494         164,847
Capitalized software development costs, at cost, net of accumulated
     amortization                                                           1,578,657       1,869,555
Property and equipment, net of accumulated depreciation                       102,848         133,893
Intangibles, net                                                              136,834          65,000
Deferred financing fees, net                                                   26,558          33,486
                                                                         ------------    ------------
          Total assets                                                   $  1,978,467    $  2,362,875
                                                                         ============    ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities:
     Bank overdraft                                                      $     43,386    $     37,750
     Accounts payable                                                         854,231         757,134
     Accrued expenses and other liabilities                                   865,843         620,166
     Liabilities acquired in 2001 acquisition                                 332,098         332,098
     Advances from related parties                                             95,000            --
     Notes payable                                                             40,794          52,400
     Convertible notes payable (including $302,630 and $298,252 due
          to related parties at June 30, 2003 (unaudited) and December
          31, 2002, respectively), net of unamortized debt discount of
          $21,764 and $27,656 at June 30, 2003 (unaudited) and
          December 31, 2002, respectively                                     463,236         457,344
     Convertible bonds payable (including $310,000 and $300,000 due
          to related parties at June 30, 2003 (unaudited) and December
          31, 2002, respectively)                                             858,000         540,000
                                                                         ------------    ------------
          Total liabilities                                                 3,552,588       2,796,892
                                                                         ------------    ------------

Shareholders' deficit:
     Preferred stock - cumulative; $10 par value; 14,063 shares issued
          and outstanding                                                     140,630         140,630
     Preferred stock - convertible cumulative; $10 par value;
          55,480 and 63,980 shares issued and outstanding at June 30,
          2003 (unaudited) and December 31, 2002, respectively                554,800         639,800
     Common stock - $0.01 par value; 10,000,000 shares authorized;
          9,895,588 shares issued                                              98,956          98,956
     Common stock subscriptions receivable                                     (3,277)         (3,277)
     Common stock issued for assets not yet received                         (142,000)       (230,000)
     Additional paid in capital                                            12,316,942      12,419,638
     Treasury stock, at cost - 50,628 and 196,878 shares issued at
     June 30, 2003 (unaudited) and December 31, 2002, respectively            (31,001)       (120,652)
     Accumulated deficit                                                  (14,509,171)    (13,379,112)
                                                                         ------------    ------------
          Total shareholders' deficit                                      (1,574,121)       (434,017)
                                                                         ------------    ------------
          Total liabilities and shareholders' deficit                    $  1,978,467    $  2,362,875
                                                                         ============    ============

</TABLE>

           See accompanying notes to consolidated financial statements

                                                                               3
<PAGE>
<TABLE>
<CAPTION>

                 RUSHMORE FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                              For the Three Months           For the Six Months
                                                 Ended June 30,                Ended June 30,
                                          --------------------------    --------------------------
                                              2003           2002           2003           2002
                                          -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>
 Revenue:
        Investment services               $   274,405    $ 1,610,722    $   448,203    $ 3,256,748


 Expenses:
        Investment services                   372,037      1,314,742        459,271      2,726,230
        General and administrative            232,882        863,732        635,341      1,346,358
        Depreciation and amortization         205,172         58,553        405,853        117,130
                                          -----------    -----------    -----------    -----------
                     Total expenses           810,091      2,237,027      1,500,465      4,189,718
                                          -----------    -----------    -----------    -----------


 Operating loss                              (535,686)      (626,305)    (1,052,262)      (932,970)

Other expense:
        Write off of impaired goodwill           --        1,042,028           --        1,042,028
        Interest expense                       38,767         15,593         77,797         23,470
                                          -----------    -----------    -----------    -----------

 Net loss                                 $  (574,453)   $(1,683,926)   $(1,130,059)   $(1,998,468)
                                          ===========    ===========    ===========    ===========


Basic and diluted net loss per share of
     common stock                         $     (0.06)   $     (0.22)   $     (0.12)   $     (0.28)
                                          ===========    ===========    ===========    ===========

Weighted average common shares
     outstanding                            9,799,176      7,901,684      9,749,220      7,306,766
                                          ===========    ===========    ===========    ===========

</TABLE>


           See accompanying notes to consolidated financial statements

                                                                               4
<PAGE>
<TABLE>
<CAPTION>

                 RUSHMORE FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months ended June 30, 2003 and 2002
                                   (unaudited)

                                                                      2003           2002
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Cash flows from operating activities:
    Net loss                                                      $(1,130,059)   $(1,998,468)
    Adjustments to reconcile net loss to net cash used in
    operating activities:

         Common stock issued for compensation, services and
              expenses                                                 20,162         31,335
         Fair value of common stock options issued for services          --          167,491
         Write off of impaired goodwill                                  --        1,042,028
         Depreciation and amortization                                405,853        117,130
         Change in assets and liabilities:
             (Increase) decrease in assets:
                 Accounts receivable                                   14,521        168,009
                 Prepaid expenses and deposits                         51,353         39,853
              Increase (decrease) in liabilities:
                Accounts payable                                       97,097        104,678
                Accrued expenses and other liabilities                212,470         91,339
                                                                  -----------    -----------
Net cash used in operating activities                                (328,603)      (236,605)
                                                                  -----------    -----------

Cash flows from investing activities:
    Purchase of equipment                                                --          (20,900)
    Capitalization of software development costs                      (54,924)      (337,160)
                                                                  -----------    -----------
Net cash used in investing activities                                 (54,924)      (358,060)
                                                                  -----------    -----------

Cash flows from financing activities:
    Increase in bank overdraft                                          5,636          3,857
    Proceeds from sale of common stock                                   --              390
    Proceeds from sale of preferred stock                                --          100,000
    Preferred stock dividends paid                                       --          (38,184)
    Payments on notes payable                                         (11,606)       (33,160)
    Proceeds from notes payable                                          --          300,000
    Advances from related parties                                      95,000           --
    Proceeds from convertible bonds (including $10,000 from a
        related party)                                                233,000           --
                                                                  -----------    -----------
Net cash provided by financing activities                             322,030        332,903
                                                                  -----------    -----------

Net decrease in cash and cash equivalents                             (61,497)      (261,762)
Cash and cash equivalents at beginning of period                       64,278        261,762
                                                                  -----------    -----------
Cash and cash equivalents at end of period                        $     2,781    $      --
                                                                  ===========    ===========

Supplemental Disclosure of Cash Flow Information:
    Cash paid for interest                                        $      --      $    (6,645)
    Cash paid for income taxes                                    $      --      $      --

Supplemental Disclosure of Non-Cash Information:
    Warrants issued in connection with obtaining debt financing   $      --      $    41,569
    Preferred stock dividend accrued                              $    33,207    $      --
    Preferred stock converted into convertible bonds              $    85,000    $      --
    Common stock issued as dividends on preferred stock           $      --      $     2,126
    Common stock issued for assets not yet received               $      --      $   300,000
    Receipt of asset purchased with common stock                  $    88,000    $      --


</TABLE>

           See accompanying notes to consolidated financial statements

                                                                               5
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation and Company Information

     The  financial  statements  included  herein have been prepared by Rushmore
Financial Group, Inc. ("Company" or "RFGI") without audit, pursuant to the rules
and regulations of the Securities and Exchange  Commission.  Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted  pursuant to such rules and  regulations,
although the Company believes that the disclosures contained herein are adequate
to make the information presented not misleading.  In the opinion of management,
the information  furnished in the unaudited  consolidated  financial  statements
reflects all  adjustments  which are ordinary in nature and necessary to present
fairly the Company's  financial  position,  results of operations and changes in
financial position for such interim period.  These interim financial  statements
should be read in conjunction  with the Company's  financial  statements and the
notes  thereto as of and for the year ended  December 31, 2002,  included in the
Company's annual report on Form 10-KSB for the year ended December 31, 2002.

     Rushmore Financial Group, Inc., dba RushTrade(R) Group ("RFGI", "RushTrade"
or "the Company") is a real-time technology  development company,  direct-access
online brokerage firm and holding company. The Company, a Texas corporation, was
formed in September 1990 and commenced operations in March 1991.

     The Company was  originally  founded as a  traditional  financial  services
company, which over the past decade grew from a start-up into a retail brokerage
organization  for the sale of  insurance  and  investment  products.  Management
successfully  completed numerous  acquisitions and integrated them into a retail
brokerage  organization with a nationwide account base and network of agents and
registered representatives.

     In 2000, RushTrade launched a $5 million proprietary technology development
initiative  in  response  to the  burgeoning  market  for direct  access  online
trading.  After more than two years of development  and successful  beta testing
the Company  introduced  its direct  access  technology  platform in August 2002
under its RushTrade(R) brand. Currently,  management expects to continue ramping
up revenues of RushTrade with that business unit becoming the Company's  primary
source of revenue and profit.

     As part of the Company's  repositioning as a real time financial technology
development and direct access online financial  services  company,  the board of
directors has approved a name change to RushTrade Group, Inc., which is expected
to become  effective  upon  shareholder  approval at the next annual  meeting of
shareholders.

     The  Company's  common stock began  trading on the Nasdaq  SmallCap  Market
under the symbol "RFGI"  following  Rushmore's  initial public offering in April
1998. On August 23, 2002 its stock moved to the Nasdaq OTC Bulletin Board.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  At June 30,  2003,  the Company had
$3,552,588 in liabilities,  and cash and accounts  receivable of $20,076.  Also,
the Company  incurred net losses from  continuing  operations  of  $2,203,896 in
2001,  $3,131,636  in 2002,  and  $1,130,059  in the first  six  months of 2003.
Although  the  Company  believes  that it will be able to  continue to raise the
necessary  funds until it reaches a sustainable  level of  profitability,  these
matters raise  substantial  doubt about the  Company's  ability to continue as a
going  concern.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.


                                                                               6
<PAGE>

     The Company has taken  several  steps to increase  cash  through the use of
borrowings and equity.  Year to date, the Company raised $318,000  through a 12%
Senior Secured Convertible Bond offering and other short term borrowings.  These
bonds bear  interest  at 12% per annum,  principal  and  interest  are due on or
before  December 31, 2007 and are  convertible  into shares of common stock at a
rate of 50% of the market price of the stock at the time of conversion,  but not
less than $0.15 per share.  The Company may force conversion if the stock trades
above $2.00 per share for 10 consecutive  trading days. The bonds are secured by
the  RushTrade  software,  trade names,  websites,  customer  accounts and other
assets. The Company will attempt to raise additional capital through the ongoing
sales of the bonds.

     The  Company  has  undergone  an  extensive  internal   reorganization  and
reduction  of staff  related  to its  repositioning  and new  business  level of
activity and has implemented  additional steps to more closely monitor expenses.
Additional  marketing  efforts are being  implemented to increase revenues since
the  release of the  RushTrade  software  products.  Pending  the release of the
RushTrade Back Office Tool, the Company will pursue  licensing  agreements  with
other broker/dealers and institutions which is expected to produce a new revenue
stream which will further increase revenue.

     RushTrade's  marketing and sales efforts are currently  underway to acquire
new  active  trader/customer  accounts  that  will  generate   transaction-based
revenue.  RushTrade believes that it has the low cost operational infrastructure
and a relatively low threshold to reach profitability in the near future.  Since
December 2002 new sales  representatives  have been hired to generate additional
sales leads. Additionally,  the Company is using Internet advertising to provide
leads for the sales  representatives.  The Company believes that it has embarked
on  a  successful   marketing   strategy  to  generate  the   necessary   active
trader/customer  accounts to capture  customer assets with the trade volumes and
related revenues necessary to reach a sustainable level of profitability.  There
can be no  assurances  that the steps  taken by the  Company  will result in the
Company  being able to settle  its  liabilities  as they  become due or that the
Company  will  be able to  generate  revenues  or  cash  flows  from  financings
sufficient to support its operations in the short term.

2.   Use of Accounting Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported  financial
statement amounts and disclosures.  Accordingly, the actual amounts could differ
from those estimates.

3.   Industry Segment Information

     The Company's  segments have been identified based on products and services
offered as well as risks assumed in a manner  consistent  with the data utilized
by the Chief Executive Officer in evaluating operations. Rushmore Securities and
RushTrade Securities offer broker/dealer services and their operations have been
included  in the  Investment  Services  segment.  Rushmore  Insurance  Service's
operations,  for the most  part  inactive,  have  been  included  in  Investment
Services.  The Software  Services  segment is  comprised  of RushTrade  Software
Services,  Inc.,  which offers licensing of the RushTrade direct access software
and other arrangements and is expected to become a significant stream of revenue
for the  Company in the  future.  There is ongoing  development  activity on the
software to enhance its use to outside  entities;  however,  the Company has not
received any revenue to date related to the Software  Services  segment.  During
the first six months of 2002 the  Company did not incur any  expenses  from this
source since all costs related to this activity were being capitalized.

     The assets of the parent company,  Rushmore Financial Group, Inc., are used
to support the  operations  of the two primary  operating  divisions:  RushTrade
Software Services,  the Company's financial  technology  development company and
RushTrade  Securities,  the Company's  direct access online  broker/dealer.  The
expenses  of the parent  company  are  included  in general  and  administrative
expenses.

     This segment  allocation  reflects the Company's  repositioning to a direct
access  online  financial   services  and  a  real  time  financial   technology
development  company from a more traditional  financial services holding company
with traditional insurance and broker/dealer services.


                                                                               7
<PAGE>
<TABLE>
<CAPTION>

     The  following  summarizes  the  Company's   identifiable  assets,  capital
expenditures  and  depreciation  and  amortization by industry segment as of the
dates indicated:

                                                     June 30,
                                           ---------------------------
                  Identifiable Assets          2003           2002
               -------------------------   ------------   ------------
               Investment Services         $    336,754   $    943,763
               Software Services              1,578,657      2,076,417
               Corporate                         63,056        287,540
                                           ------------   ------------
                         Total             $  1,978,467   $  3,307,720
                                           ============   ============

                                  Three Months Ended June 30,    Six Months Ended June 30,
                                  ---------------------------   ---------------------------
        Capital Expenditures          2003           2002           2003           2002
     --------------------------   ------------   ------------   ------------   ------------
<S>  <C>                          <C>            <C>            <C>            <C>
     Investment Services          $       --     $      2,105   $       --     $     14,322
     Software Services                  28,110        151,347         54,924        337,160
     Corporate                            --             --             --            6,578
                                  ------------   ------------   ------------   ------------
               Total              $     28,110   $    153,452   $     54,924   $    358,060
                                  ============   ============   ============   ============

                                  Three Months Ended June 30,    Six Months Ended June 30,
         Depreciation and         ---------------------------   ---------------------------
           Amortization               2003           2002           2003           2002
     --------------------------   ------------   ------------   ------------   ------------
     Investment Services          $      8,823   $     35,983   $     18,605   $     72,887
     Software Services                 172,911           --          345,822           --
     Corporate                          23,438         22,570         41,426         44,243
                                  ------------   ------------   ------------   ------------
               Total              $    205,172   $     58,553   $    405,853   $    117,130
                                  ============   ============   ============   ============

     The following  summarizes the Company's industry segment operating data for
the periods indicated:

                                  Three Months Ended June 30,    Six Months Ended June 30,
                                  ---------------------------   ---------------------------
               Revenue                2003           2002           2003           2002
     --------------------------   ------------   ------------   ------------   ------------
     Investment Services          $    264,389   $  1,610,722   $    438,187   $  3,256,748
     Software Services                    --             --             --             --
     Corporate                          10,016           --           10,016           --
                                  ------------   ------------   ------------   ------------
               Total              $    274,405   $  1,610,722   $    448,203   $  3,256,748
                                  ============   ============   ============   ============

                                  Three Months Ended June 30,    Six Months Ended June 30,
                                  ---------------------------   ---------------------------
               Expense                2003           2002           2003           2002
     --------------------------   ------------   ------------   ------------   ------------
     Investment Services          $    372,037   $  1,634,581   $    763,468   $  3,293,381
     Software Services                 172,911           --          351,655           --
     Corporate                         303,910      1,660,067        463,139      1,961,835
                                  ------------   ------------   ------------   ------------
               Total              $    848,858   $  3,294,648   $  1,578,262   $  5,255,216
                                  ============   ============   ============   ============


                                  Three Months Ended June 30,    Six Months Ended June 30,
                                  ---------------------------   ---------------------------
               Net Loss               2003           2002           2003           2002
     --------------------------   ------------   ------------   ------------   ------------
     Investment Services          $   (107,648)  $    (23,859)  $   (325,281)  $    (36,633)
     Software Services                (172,911)          --         (351,655)          --
     Corporate                        (293,894)    (1,660,067)      (453,123)    (1,961,835)
                                  ------------   ------------   ------------   ------------
               Total              $   (574,453)  $ (1,683,926)  $ (1,130,059)  $ (1,998,468)
                                  ============   ============   ============   ============

</TABLE>


                                                                               8
<PAGE>
<TABLE>
<CAPTION>

4.   Capitalized Software Development Costs

     The Company  capitalizes  certain costs  associated with the development of
the  RushTrade  software  products in  accordance  with  Statement  of Financial
Accounting Standards No. 86, "Accounting for the Cost of Computer Software to be
Sold, Leased or Otherwise  Marketed" ("SFAS 86"). During the first six months of
2003,  the  Company  capitalized  $54,924 in cost versus  $337,160  for the same
period  in 2002.  As of June 30,  2003,  the total of all  capitalized  software
development costs was $2,270,301. Upon release of each of the RushTrade products
or modules,  additional  costs  related to that  product or module,  that do not
represent  significant  improvements or modifications,  are charged to operating
expenses instead of being capitalized.  Additionally,  all presently capitalized
costs  relating to a released  product or module are amortized by the greater of
the revenue method or the straight-line method over a three-year period. For the
six months ended June 30, 2003 and 2002, the Company  amortized  $345,822 and $0
of software costs, respectively,  using an estimated useful life of three years.
At June 30, 2003 and 2002,  accumulated  amortization  of  capitalized  software
development costs totaled $691,644 and $0, respectively.

5.   Reclassifications

     Certain  2002  balances  have  been  reclassified  to  conform  to the 2003
presentation.

6.   Net Loss Per Share

     Basic  and  diluted  loss  per  share  is  computed  by  dividing  net loss
applicable  to common  stock by the  weighted  average  number of common  shares
outstanding for the year. Stock options to purchase common stock outstanding for
the three and six months  ended June 30, 2003 and 2002 were not  included in the
computation of diluted loss per share because they were antidilutive.

     Loss per share applicable to common  shareholders for the periods indicated
are computed using the following information:

                                  Three months ended June 30,    Six months ended June 30,
                                  ---------------------------   ---------------------------
                                      2003           2002           2003           2002
                                  ------------   ------------   ------------   ------------
<S>                               <C>            <C>            <C>            <C>
Net loss                          $   (574,453)  $ (1,683,926)  $ (1,130,059)  $ (1,998,468)
Dividends on preferred
     stock                             (15,647)       (18,252)       (33,207)       (40,310)
                                  ------------   ------------   ------------   ------------
Net loss applicable to
     common shareholders          $   (590,100)  $ (1,702,178)  $ (1,163,266)  $ (2,038,778)
                                  ============   ============   ============   ============
Net loss per share applicable
     to common shareholders       $      (0.06)  $      (0.22)  $      (0.12)  $      (0.28)
                                  ============   ============   ============   ============

</TABLE>

7.   Intangibles

     In March 2002, the Company entered into an Agreement, as an amendment to an
earlier  revenue-sharing  agreement,  with NewportX.com,  an affiliate of Online
Trading  Academy of Irvine,  CA.  ("OTA") to acquire a block of up to 150 active
trader  accounts  which were to be referred or  directed to  RushTrade  over six
months in exchange for 1,200,000 shares of RFGI common stock.  These shares were
issued  during March 2002 and the Company  recorded a prepaid asset of $300,000,
the fair  value  of the  stock on the date of  issuance.  As the  active  trader
accounts are received and certified,  the Company  reclassifies these amounts to
an  intangible  asset.  During the six months  ended  June 30,  2003,  44 trader
accounts  were  certified  and  accordingly  $88,000  has been  reclassified  to
intangible  assets.  In total as of June 30, 2003, 79 trader  accounts have been
certified and $158,000 has been  reclassified to intangible  assets and is being
amortized  over  three  years,  the  estimated  life  of  the  trader  accounts.
Amortization  of this  intangible  for the six months ended June 30,  2003,  was
$16,166. At June 30, 2003,  accumulated  amortization of this intangible totaled
$21,166.  OTA is behind  schedule in delivering  trader accounts to the Company.
All 150 trader accounts were to have been delivered by September 30, 2002 but as
of June 30, 2003 only 79 have been delivered and  certified.  OTA had originally
projected training 50 traders per month but during the term of the agreement has
only  trained 20 or fewer  traders  per month.  The  Company  has  extended  the
agreement and expects OTA to fulfill the  agreement by the end of 2003.  Through
September  30, 2002 the  undelivered  trader  accounts were carried as a prepaid
asset; however,  since the agreement was to be fulfilled by the end of September
2002 and the accounts have been slower in  converting to the RushTrade  platform
than was originally  anticipated,  the asset was reclassified as a contra equity
account.


                                                                               9
<PAGE>
<TABLE>
<CAPTION>

8.   Convertible Bonds

     During the six months ended June 30, 2003,  the Company  issued fifteen 12%
Senior Secured Convertible Bonds ("convertible bonds") for proceeds of $233,000,
and  had  $85,000  of  preferred  stock  convert  into  convertible  bonds.  The
convertible  bonds bear interest at 12% per annum and are  convertible  into the
Company's  common stock at a rate of 50% of the market price of the stock at the
time of  conversion,  but not less than $0.15 per share.  Principal and interest
will be repaid on or before  December  27, 2007,  if not  converted  prior.  The
Company may force  conversion  if the stock  trades above $2.00 per share for 10
consecutive trading days. The bonds are secured by the RushTrade software, trade
names,  websites,  customer  accounts and other assets.  In accordance with EITF
00-27, the Company  determined that the conversion feature of these bonds is not
beneficial.

9.   Convertible Notes Payable

     The Company has $185,000 in unsecured notes payable,  convertible  into the
12% Senior Secured Convertible Bonds, to a related party that are currently due.
These  notes are  payable on  demand,  but the  Company  expects  conversion  or
restructure.

10.  Stock-Based Compensation

     The Company accounts for its stock-based  employee  compensation plan using
the intrinsic  value-based  method  prescribed by  Accounting  Principles  Board
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees,"  and  related
interpretations.  As such, compensation expense is recorded on the date of grant
to the extent the  current  market  price of the  underlying  stock  exceeds the
option  exercise  price.  The  Company did not record any  compensation  expense
related  to the  issuance  of stock  options to  employees  for the three or six
months  ended June 30, 2003 and 2002.  Had the Company  determined  compensation
based on the fair value at the grant date for its stock options under  Statement
of Financial  Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation,"  as  amended  by  SFAS  No.  148,   "Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure,"  net loss  attributable  to common
stockholders and loss per share would have been increased as indicated below:

                                                           Three Months                  Six Months
                                                          Ended June 30,                Ended June 30,
                                                   ---------------------------   ---------------------------
                                                       2003           2002           2003           2002
                                                   ------------   ------------   ------------   ------------
<S>                                                <C>            <C>            <C>            <C>
   Net loss attributable to common stockholders,
      as reported                                  $   (590,100)  $ (1,702,178)  $ (1,163,266)  $ (2,038,778)
   Add:  Stock-based employee compensation
      expense included in reported net loss                --             --             --             --
   Deduct:  Stock-based employee compensation
      expense determined under fair value based
      method                                               --          (13,012)          --          (26,024)
                                                   ------------   ------------   ------------   ------------
   Pro forma net loss                              $   (590,100)  $ (1,715,190)  $ (1,163,266)  $ (2,064,802)
                                                   ============   ============   ============   ============

   Net loss per share
   As reported                                     $      (0.06)  $      (0.22)  $      (0.12)  $      (0.28)
                                                   ============   ============   ============   ============
   Pro forma                                       $      (0.06)  $      (0.22)  $      (0.12)  $      (0.28)
                                                   ============   ============   ============   ============

</TABLE>

11.  Related Party Transactions

     During the first  quarter  of 2003,  the  Company  received  advances  from
related parties  totaling  $95,000.  The Company expects to repay these advances
later in 2003. The advances are non-interest  bearing and unsecured.  $60,000 of
the advances  was received  from  relatives of the Chief  Executive  Officer and
$35,000  was  received  from an  entity  controlled  by a member of the Board of
Directors.

     During the second quarter of 2003, the Company issued  convertible bonds to
a relative of the Chief Executive Officer totaling $10,000.


                                                                              10
<PAGE>

12.  Shareholders' Deficit

     During the current  quarter the Company issued 146,250  (valued at $20,162)
shares of common stock to employees as  additional  compensation.  Theses shares
were issued from treasury stock held by the Company.

     During the six months ended June 30, 2003,  the Company  granted  1,260,000
options to employees and  directors.  Theses  options have an exercise  price of
$0.15, a term of 5 years and vest 50% after six months and 50% after one year.

13.  Payroll Tax Obligation

     The Company has an estimated  federal and state  payroll tax  obligation of
$179,240 at June 30, 2003. The Company has estimated  this  obligation to be the
amounts  of tax  withheld  from  employees  and the  employer  portion of Social
Security Federal Tax Obligation in addition to an estimated accrual for interest
and penalties. This amount is included in accrued expenses and other liabilities
in the accompanying consolidated balance sheets.
















                                                                              11
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

1.   Recent Developments

     On February 24, 2003 the Company and Knobias Holdings, Inc., ("Knobias"), a
real-time news and content technology development company,  reached an agreement
in  principle  to form a  strategic  alliance.  During  the  first  phase of the
relationship,  the parties  entered  into a Product and  Services  Exchange  and
Software  License  Agreements  whereby  Knobias  agreed to supply  RushTrade its
"News, Research, Fundamental" and other data in exchange for RushTrade supplying
Knobias with  RushTrade's  "Real Time  Charts." To date,  the first phase of the
relationship  has  been  successfully  completed.  Knobias  news,  research  and
fundamentals have been  successfully  integrated into both the Direct and Direct
Pro products  replacing three separate  vendors that had been supplying  various
portions of the content.

     The second phase of the relationship is the formation of a Joint Venture to
jointly  build,  offer  and  market a  Knobias-RushTrade  co-branded  "top-line"
product to serve the  institutional  marketplace.  Both  RushTrade  and  Knobias
believe  that  this  co-branded   product  would  compete   effectively  in  the
institutional market.

2.   RushTrade Direct Access Online Services Software Development

     RushTrade offers two distinct and proprietary products to meet the needs of
active  online  investors,  semi-professional  traders and  portfolio  managers:
RushTrade  Direct,  a Level I browser-based  product and RushTrade Direct Pro, a
Level II software-based product.

     Both RushTrade Direct and RushTrade  Direct Pro provide  customers or other
users and licensees of the RushTrade  software with real-time quotes and charts,
fast  and  reliable  access  to  multiple   exchanges,   ECNs  or  market  maker
participants and other advanced decision support and portfolio management tools.

     Using the RushTrade products,  customers/users purchasing or selling shares
of stock receive the best possible price because orders are sent directly to the
particular Exchange or Electronic Communications Network (ECN) offering the best
price on any particular  stock at any given time. In contrast,  most traditional
on-line brokerage firms process customer orders through  browser-based  software
that  routes  the  order  through  the  firm's  trading  desk or to  third-party
wholesalers with "payment for order flow" arrangements that normally inhibit the
customers' price, speed and quality of execution.

     RushTrade  Direct  fulfills  the needs of online  investors  by  delivering
real-time quotes and aggregated  information from third party providers combined
with  RushTrade's  Direct  Access  Routing  Technology  (DART(TM)).  Experienced
registered   representatives  provide  customer  service.  RushTrade  Direct  is
delivered to customers via the Internet and can be accessed  from  virtually any
computer with a web browser.

RushTrade Direct features include:

     o    Intraday and historical charts
     o    A list of upcoming stock splits
     o    Analyst upgrades and downgrades
     o    News headlines and advanced news search
     o    Company and symbol lookup
     o    Market commentary
     o    Market summary
     o    Company fundamental data
     o    A calendar of upcoming economic events including estimates
     o    A listing of several market indices with quotes

     RushTrade  Direct Pro meets the requirements of more  sophisticated  online
investors,  semi-professional  traders and  portfolio  managers by providing the
latest trading  technologies  and services  available in an easy-to-use  trading
system.  Significant  features  of  the  Level  II  product  include  streaming,
real-time  Level  II  stock  quotes,  news,  charts,  research  and  RushTrade's
proprietary  Direct Access Routing Technology  (DART(TM)).  RushTrade Direct Pro
clients have access to the same customer  service support that RushTrade  Direct
users receive.

                                                                              12
<PAGE>

     The technological  advancements made in RushTrade Direct Pro constitute the
third  generation  (3G) of  trading  software  platforms.  RushTrade  Direct Pro
provides  a clean and  intuitive  user  interface  through  the use of  multiple
methods of accessing each tool and performing  each task and the  utilization of
advanced Windows(TM) functionality.  RushTrade's Level II product user interface
is designed to be much more efficient than that of the competition.

     RushTrade   Direct  Pro  software  can  be  downloaded  with  less  than  a
1.6-megabyte requirement verses 8 to 10 megabytes required for most of the other
competitive  software  platforms.  While  other  competitive  platforms  require
broadband data  connections  such as ISDN, DSL or T-1  connections,  the Company
believes that RushTrade Direct Pro is the only Level II software  application of
its kind that will  operate  effectively  with as little as a 56K modem  dial up
connection.

     RushTrade  believes  that  its  data  center  can  host  200% to 300%  more
customers per server than its  competitors.  These features are expected to give
RushTrade a distinctive advantage in the marketplace and substantial  advantages
as a low cost services provider in its operations and in the proposed  licensing
of the RushTrade software to other broker/dealer firms.

     While improving upon the user interface, RushTrade simultaneously developed
decision  support  tools  that  provide  many  of the  latest  advanced  trading
technologies.   These   technologies   include  multiple  order  entry  methods,
sophisticated basket trading capabilities, conditional orders, parametric alerts
and a stock market screening tool. These advanced  decision support tools enable
traders and active investors to quickly make more informed decisions.

In addition, RushTrade Direct Pro features include:

     o    User defined alarms and screen alerts
     o    Most actives, top % gainers, top % decliners
     o    Streaming, real-time Level II Quotes
     o    Direct access trading utilizing DART(TM)
     o    Conditional Orders i.e.: Trailing Stops, Make Best, Reserve,
          Discression, etc.
     o    Market  Matrix(TM) stock screening tools
     o    Powerful  charting package including  intra-day  charts  and  studies
     o    3G Board View  (Watch  list)
     o    Real-time news available option and fully customizable  format
     o    A calendar of upcoming  economic  events  including  estimates
     o    A listing of several market indices with quotes

Technology

     RushTrade's  Direct Access Routing  Technology  (DART(TM)) is a proprietary
smart order routing  technology  that provides  advanced  Direct Access  trading
capabilities  to online  investors.  DART(TM) is directly  connected to multiple
Exchanges and Electronic Communication Networks (ECNs), which allow customers to
bypass  the  "middlemen",  brokers  or Market  Makers  that  have  traditionally
executed  customer  orders.  ECNs receive orders that are executed against other
orders within the ECN's electronic order book.

These market participants include:

     o    Nasdaq SuperMontage(TM) System
     o    New York Stock Exchange SuperDOT(TM) System
     o    American Stock Exchange SuperDOT(TM) System
     o    Archipelago/REDIBook ECN
     o    Instinet/Island ECN and others

     Utilizing  these  multiple  direct  connections,   DART  automatically  and
continuously  searches  the  entire  market  for the best  price  available  and
automatically  sends the order to that particular  market maker participant in a
fraction  of a  second.  DART(TM)  continues  to  send  the  order  until  it is
completed.

     DART's smart order routing is  accomplished  by an  innovative  proprietary
trading  algorithm  developed  by  RushTrade's   software  development  team  in
collaboration  with experienced day traders and  semi-professional  traders with
years of trading experience.


                                                                              13
<PAGE>

Market Opportunity

     Online  trading  remains  a  dynamic  force in  today's  financial  markets
representing  nearly  one-third  of total  trading  volume on the New York Stock
Exchange and Nasdaq.  According to Bear Stearns & Co. Inc., there were over 20.5
million online retail trading  accounts in the United States at the beginning of
2003, up 8% from 19 million in 2002 which was up from 17.4 million,  an increase
of 20% from 2001. "Semi-professionals" accounted for 83% of this trading volume.

     Many industry experts expect "direct-access to become an increasingly large
part of trading  operations and hedge funds in the US and abroad and continue to
dominate retail day trading with order volumes to steadily increase the next few
years, from over 300 million in 2002 to 400 million in 2003 to approximately 500
million  in  2005,"  according  to the  December  2002  issue of  Active  Trader
Magazine.  The Company believes it has a superior,  low cost product offering to
very  receptive  markets  in both  retail  direct  access  online  space and the
institutional market.

     The  convergence  of  these  market  forces  with the  availability  of new
technologies and regulatory  actions to improve market  efficiencies have caused
industry  analysts to view Direct  Access as the next  frontier in the brokerage
industry. Much like the traditional retail brokerage industry was revolutionized
by the introduction of online trading,  Direct Access is seen as the second wave
of  change  transforming  the  online  brokerage  business  according  to Keefe,
Bruyette  & Woods,  Inc.,  an  industry  specialist  in  banking  and  financial
services.

     A  strategic  partner  of the  Company,  Knobias.com,  LLC  is a  financial
information service provider which creates, consolidates, maintains and delivers
a complete  database of historical and real-time  information  covering the U.S.
equities market.  New technologies have begun to erode the dominance  previously
enjoyed by a few large  players.  These  giants have  profited  for years from a
product offering of expensive,  proprietary  technology platforms.  The Internet
Age has helped many small providers who can more efficiently  deliver  financial
tools and information.

     RushTrade  and Knobias have  combined  their  efforts to offer a co-branded
RushTrade Direct  Pro/Knobias  Desk Top Product,  which will provide to this $14
billion industry a new-age platform that the Company believes is more efficient,
complete, and extremely price competitive.  As the industry consolidates vendors
and costs,  both RushTrade and Knobias  believe that they are well positioned to
quietly chip away market share form the few industry leaders through  aggressive
marketing,  competitive  pricing,  flexible  deployment,  efficient delivery and
creative consolidation.

Growth Strategy

     RFGI's growth plan involves several key components  including online trader
education  programs,   strategic   alliances,   target  marketing  and  software
licensing.  RFGI expects to use its status as a public  company and its stock as
publicly traded  "currency" to pursue strategic  acquisitions that would bolster
revenues  and cash flow.  This is  somewhat  hampered,  at  present,  due to the
Company's stock price

     RushTrade is pursuing two primary channels of distribution for its products
and  services:   business-to-consumer   (direct  retail  customers  through  its
broker/dealer subsidiary,  RushTrade Securities,  Inc.) and business-to-business
(licensing to other brokerage operations or institutional  customers through its
technology development subsidiary, RushTrade Software Services, Inc.).

     Strategic  relationships  with  industry  partners  such as Online  Trading
Academy are designed to source and secure  online  trading  customers  that have
received  training,  are the most active  participants and generate more revenue
per trader.  Online Trading  Academy is currently  providing  prime customers to
RushTrade under an earlier announced agreement.

     RushTrade is executing a low cost "guerrilla" sales and marketing  strategy
in addition to its strategic  alliances that is producing  outstanding  results.
RushTrade's  domain  names,  www.daytrade.com,  and  www.rushtrade.com  have web
traffic with as many as 750,000 hits per month.  RushTrade  believes that it can
position  itself as a low cost leader in the retail direct access  "space" as it
prepares to launch the co-branded  RushTrade Direct Pro/Knobias Desk Top Product
in the Institutional marketplace.

     Since the  release of the  RushTrade  products  in August  2002,  RushTrade
Securities,  Inc. has experienced  substantial month over month increases in new
accounts, shares traded volume and customer account assets.

                                                                              14
<PAGE>
<TABLE>
<CAPTION>

     The number of RushTrade active  trader/customer  accounts and corresponding
customer assets have grown as follows:

                                    Securities       Cash         Total        Margin         Total
           Accounts     Date          Value         Balance       Assets        Debt          Equity
         ---------------------------------------------------------------------------------------------
<S>      <C>         <C>           <C>           <C>           <C>           <C>           <C>
             95       9/30/2002    $ 1,492,474   $ 1,671,317   $ 3,163,790   $  (27,652)   $ 3,136,139
             140     12/31/2002      4,335,121     1,984,429     6,319,549     (318,152)     6,001,397
             190      1/31/2003      5,608,639     4,501,291    10,109,930     (829,355)     9,280,575
             225      2/28/2003     10,415,611     5,188,474    15,604,084   (1,426,446)    14,177,639
             301      3/31/2003     11,552,613     4,803,235    16,355,847   (1,169,472)    15,186,375
             421      4/30/2003     14,054,217     6,765,568    20,820,086   (1,468,478)    19,351,607
             522      5/31/2003     15,434,623     8,304,606    23,739,229   (1,799,998)    21,939,231
             636      6/30/2003     18,794,159     9,141,242    27,935,402   (2,598,923)    25,336,479
             751      7/31/2003     20,419,951     9,993,480    30,413,430   (2,701,092)    27,712,338

</TABLE>

     The  following  table shows the  activity  level for 2003 of the  RushTrade
Securities, Inc. customer base:

                                Number         Number        Number of
                              of Trades       of Shares     New Accounts
                             -----------    ------------   --------------
               January           3,414        3,596,532          50
               February          3,851        3,583,894          37
               March             4,521        3,039,325          76
               April             7,019        4,242,451         120
               May               8,178       10,029,062         101
               June             11,054        8,772,640         114
               July             10,839       11,632,790         115

3.   Results of Continuing Operations

Three Months Ended June 30, 2003 and 2002

Revenues

     The following table sets forth the components of the Company's revenues for
the periods indicated:

                                              Three Months Ended June 30,
                                              ---------------------------
                            Revenue               2003           2002
                   -----------------------    ------------   ------------
                   Investment Services        $    264,389   $  1,610,722
                   Software Services                  --             --
                   Corporate                        10,016           --
                                              ------------   ------------
                             Total            $    274,405   $  1,610,722
                                              ============   ============

     Total revenue for the second  quarter  decreased  $1,336,317,  or 83%, from
2002 to 2003. This decrease reflects the Company's  repositioning as a real time
financial  technology  development and direct access online  financial  services
company from a traditional  financial  services holding company with traditional
insurance and broker/dealer  services. The June 2002 sale and transfer of assets
to Empire Holdings is a significant cause for the decrease in revenue.

     Investment  Services  revenue  decreased  $1,346,333,  or 84%, from 2002 to
2003.  The  decrease in revenue is  primarily  due to  management's  decision to
reposition its retail securities brokerage and insurance marketing resources and
efforts to concentrate on the continued  development and launch of its RushTrade
direct access on-line  trading system.  Overall market  conditions may have also
contributed to the overall decline in the Investment Services revenue.

                                                                              15
<PAGE>

     RushTrade  Software  Services,  Inc.,  the Company's  financial  technology
development subsidiary,  plans to offer licensing of the RushTrade direct access
software and other  arrangements and is expected to become a significant  stream
of revenue  for the  Company  in the  future.  There is an  ongoing  development
initiative on the software to enhance its use to outside  entities,  however the
Company has not received any revenue from this source. The Company expects to be
able to market the software to other entities later in 2003.

     Corporate  revenue increased from 2002 to 2003 primarily due to the sale of
the URL www.gro.com for $10,000.  This was a one-time event and the Company does
not expect this to be repeated.

Expenses

     The following table sets forth the components of the Company's expenses for
the periods indicated:

                                              Three Months Ended June 30,
                                              ---------------------------
                           Expense                 2003           2002
                   -----------------------    ------------   ------------
                   Investment Services        $    372,037   $  1,634,581
                   Software Services               172,911           --
                   Corporate                       303,910      1,660,067
                                              ------------   ------------
                             Total            $    848,858   $  3,294,648
                                              ============   ============

     Total expenses decreased  $2,445,790 or 74%, from 2002 to 2003.  Investment
Services expenses  decreased 77%, or $1,262,544 and Corporate expenses decreased
82%, or $1,356,157.  Software Services expenses increased $172,911.  In 2002 the
Company had not begun to amortize the capitalized software development costs.

     Investment  Services expenses  decreased  $1,262,544,  or 77%, from 2002 to
2003.  This  decrease is  primarily  due to a reduction in  commissions  paid to
independent sales representatives and reflects the Company's  repositioning as a
real time financial  technology  development and direct access online  financial
services company from a more traditional financial services holding company with
traditional insurance and broker/dealer services.

     Software  Services  has ongoing  development  activity  on the  software to
enhance its use to outside  entities;  however the Company has not  received any
revenue from this source

     Corporate  expenses decreased  $1,356,157,  or 82%, from 2002 to 2003, with
the primary  reason  being the  reduction  of the  infrastructure  necessary  to
support the retail brokerage operations.  Supporting the retail  representatives
required  several support  personnel.  As the retail activity was lessened,  the
Company was able to release or redeploy the personnel to other  activities along
with other assets devoted to supporting the representatives.

      During June 2002, the Company and Empire Financial  Holding Company,  Inc.
("Empire")  entered into an agreement  whereby  Empire  would  purchase  certain
assets of Rushmore  Securities  Corporation.  Remaining goodwill associated with
this business  totaled  $1,253,933 at the time of the sale. The  transaction was
completed  on August 9, 2002 with the  transfer  of $79,463  from  Empire to the
Company.  The total  consideration for the sale of these assets was to be 25% of
the gross revenues  generated by these assets for a 12-month period estimated at
$211,905.  As a result of this  transaction,  during the second quarter of 2002,
the Company wrote off  $1,042,028 of goodwill to state goodwill at its estimated
net realizable value of $211,905, which represents the total expected amounts to
be received in  connection  with the sale.  Empire  failed to make the  required
remaining  payments and thus Company wrote off the remaining  goodwill  totaling
$132,441, which was considered to be impaired.

Net loss

     The following table sets forth the components of the Company's net loss for
the periods indicated:

                                              Three Months Ended June 30,
                                              ---------------------------
                          Net Loss                2003           2002
                   -----------------------    ------------   ------------
                   Investment Services        $   (107,648)  $    (23,859)
                   Software Services              (172,911)          --
                   Corporate                      (293,894)    (1,660,067)
                                              ------------   ------------
                             Total            $   (574,453)  $ (1,683,926)
                                              ============   ============


                                                                              16
<PAGE>

     Net losses decreased  $1,109,473,  or 66%, from 2002 to 2003. The loss from
Investment  Services  increased  from  $23,859 to  $107,648 or 351% from 2002 to
2003.  This in part is a reflection of the lower level of business  activity due
to the  Company's  repositioning.  Corporate  operating  losses  decreased  from
$1,660,067 to $293,894.  The loss from Software  Services  increased  from $0 to
$172,911.  The  decrease  in  Corporate  operating  loss is in  part  due to the
Company's costs saving  initiatives and in part due to the reduction in business
activity and the requirements of managing a smaller level of business activity.


Six Months Ended June 30, 2002 and 2001

Revenues

     The following table sets forth the components of the Company's revenues for
the periods indicated:

                                               Six Months Ended June 30,
                                              ---------------------------
                            Revenue               2003           2002
                   -----------------------    ------------   ------------
                   Investment Services        $    438,187   $  3,256,865
                   Software Services                  --             --
                   Corporate                        10,016           --
                                              ------------   ------------
                             Total            $    448,203   $  3,256,865
                                              ============   ============

     Total revenue for the first six months decreased  $2,808,662,  or 86%, from
2002 to 2003. This decrease reflects the Company's  repositioning as a real time
financial  technology  development and direct access online  financial  services
company  from  a  more  traditional  financial  services  holding  company  with
traditional  insurance  and  broker/dealer  services.  The  June  2002  sale and
transfer of assets to Empire Holdings is a significant cause for the decrease in
revenue.

     Investment  Services  revenue  decreased  $2,818,678,  or 86%, from 2002 to
2003.  The  decrease in revenue is  primarily  due to  management's  decision to
reposition its retail securities brokerage and insurance marketing resources and
efforts to concentrate on the continued  development and launch of its RushTrade
direct access on-line  trading system.  Overall market  conditions may have also
contributed to the overall decline in the Investment Services revenue.

     RushTrade  Software  Services,  Inc.,  the Company's  financial  technology
development subsidiary,  plans to offer licensing of the RushTrade direct access
software and other arrangements which is expected to become a significant stream
of revenue for the Company in the future.  There is ongoing development activity
on the software to enhance its use to outside entities,  however the Company has
not received any revenue from this source.

     Corporate  revenue increased from 2002 to 2003 primarily due to the sale of
the URL www.gro.com for $10,000.  This was a one-time event and the Company does
not expect this to be repeated.

Expenses

     The following table sets forth the components of the Company's expenses for
the periods indicated:

                                               Six Months Ended June 30,
                                              --------------------------
                           Expense                2003           2002
                   -----------------------    ------------   ------------
                   Investment Services        $    763,468   $  3,293,381
                   Software Services               351,655           --
                   Corporate                       463,139      1,961,835
                                              ------------   ------------
                             Total            $  1,578,262   $  5,255,216
                                              ============   ============

     Total expenses decreased  $3,676,954 or 70%, from 2002 to 2003.  Investment
Services expenses  decreased 77%, or $2,529,913 and Corporate expenses decreased
76%, or $1,498,696. Software Services expenses increased $351,655. In 2002 , the
Company had not begun to amortize the software development costs.

                                                                              17
<PAGE>

     Investment  Services expenses  decreased  $2,529,913,  or 77%, from 2002 to
2003.  This  decrease is  primarily  due to a reduction in  commissions  paid to
independent sales representatives and reflects the Company's  repositioning as a
real time financial  technology  development and direct access online  financial
services company from a more traditional financial services holding company with
traditional insurance and broker/dealer services.

     Software  Services  has ongoing  development  activity  on the  software to
enhance its use to outside  entities;  however the Company has not  received any
revenue from this source.

     Corporate  expenses decreased  $1,498,696,  or 76%, from 2002 to 2003, with
the primary  reason  being the  reduction  of the  infrastructure  necessary  to
support the retail brokerage operations.  Supporting the retail  representatives
required  several support  personnel.  As the retail activity was lessened,  the
Company was able to release or redeploy the personnel to other  activities along
with other assets devoted to supporting the representatives.

      During June 2002, the Company and Empire Financial  Holding Company,  Inc.
("Empire")  entered into an agreement  whereby  Empire  would  purchase  certain
assets of Rushmore  Securities  Corporation.  Remaining goodwill associated with
this business  totaled  $1,253,933 at the time of the sale. The  transaction was
completed  on August 9, 2002 with the  transfer  of $79,463  from  Empire to the
Company.  The total  consideration for the sale of these assets was to be 25% of
the gross revenues  generated by these assets for a 12-month period estimated at
$211,905.  As a result of this  transaction,  during the second quarter of 2002,
the Company wrote off  $1,042,028 of goodwill to state goodwill at its estimated
net realizable value of $211,905, which represents the total expected amounts to
be received in  connection  with the sale.  Empire  failed to make the  required
remaining  payments and thus Company wrote off the remaining  goodwill  totaling
$132,441, which was considered to be impaired.

Net loss

     The following table sets forth the components of the Company's net loss for
the periods indicated:

                                               Six Months Ended June 30,
                                              ---------------------------
                           Net Loss               2003           2002
                   -----------------------    ------------   ------------
                   Investment Services        $   (325,281)  $    (36,633)
                   Software Services              (351,655)          --
                   Corporate                      (453,123)    (1,961,835)
                                              ------------   ------------
                             Total            $ (1,130,059)  $ (1,998,468)
                                              ============   ============

     Net losses  decreased  $868,409,  or 43%, from 2002 to 2003.  The loss from
Investment  Services  increased  from  $36,633 to  $325,281 or 788% from 2002 to
2003.  This in part is a reflection of the lower level of business  activity due
to the  Company's  repositioning.  Corporate  operating  losses  decreased  from
$1,961,835 to $453,123. The decrease in Corporate net loss is in part due to the
Company's costs saving  initiatives and in part due to the reduction in business
activity and the requirements of managing a smaller level of business activity.

Liquidity

    Cash Flows from  Operating  Activities - The Company  incurred a net loss of
$1,130,059 for the six months ended June 30, 2003. This amount included non-cash
expenses totaling $426,015. Cash flows from operating activities increased by an
decrease in receivables of $14,521 and by a decrease in prepaids and deposits of
$51,353  offset by a increase  in  accounts  payable  and  accrued  expenses  of
$309,567 due to the Company's lack of available  cash;  thus yielding a net cash
flow used by operating  activities of $328,603.  The Company incurred a net loss
of  $1,998,468  for the six months  ended June 30,  2002.  This amount  included
non-cash expenses totaling $1,357,984. Cash flows from operating activities were
increased by a decrease in  receivables  of $168,009  and by various  other cash
flow adjustments  aggregating a net source of cash of $235,870;  thus yielding a
net cash flow used by operating activities of $236,605.

    Cash  Flows  From  Investing  Activities  -  Cash  flow  used  by  investing
activities  during  the six  months  ended  June  30,  2003  was  $54,924,  from
capitalized in development costs related to the RushTrade direct access software
RushTrade Back Office Tool.  Cash flow used by investing  activities  during the
six months ended June 30, 2002 was  $358,060,  due to  capitalizing  $337,160 in
capitalized  development  costs related to the RushTrade  direct access software
and purchasing various fixed assets for $20,900.

                                                                              18
<PAGE>

    Cash Flows from Financing  Activities - During the six months ended June 30,
2003,  the  Company  raised  $233,000  from  the  sale  of  12%  Senior  Secured
Convertible  Bonds and received  advances from related parties totaling $95,000.
The  Company  also had an increase in its bank  overdraft  of $5,636  during the
first  quarter of 2003.  These  increases  were off set by  repayments  of notes
payable totaling $11,606. During the six months ended June 30, 2002, the Company
raised  $100,390 from the sale of common and  preferred  stock and $300,000 from
borrowings. The Company paid $33,160 as payments on notes payable and $38,184 as
preferred stock dividends.

     The Company's cash and cash  equivalents at June 30, 2003 were $2,781,  and
the Company's  liabilities exceeded its cash and receivables by $3,472,398.  The
Company's  requirements for normal cash  expenditures,  as well as costs for the
further  development  of  the  proprietary  on-line  RushTrade  software,   have
historically been supplemented with borrowings and equity capital raised through
the private  placement of  securities;  however,  there can be no assurance that
these sources of cash will be available in the future.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  At June 30,  2003,  the Company had
$3,552,588 in liabilities,  and cash and accounts  receivable of $20,076.  Also,
the Company  incurred net losses from  continuing  operations  of  $2,203,896 in
2001,  $3,131,636  in 2002,  and  $1,130,059  in the first  six  months of 2003.
Although  the  Company  believes  that it will be able to  continue to raise the
necessary  funds until it reaches a sustainable  level of  profitability,  these
matters raise  substantial  doubt about the  Company's  ability to continue as a
going  concern.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.

     The Company has taken  several  steps to increase  cash  through the use of
borrowings and equity.  Year to date, the Company raised $318,000  through a 12%
Senior Secured Convertible Bond offering and short term borrowings.  These bonds
bear  interest at 12% per annum,  principal  and  interest  are due on or before
December 31, 2007 and are  convertible  into shares of common stock at a rate of
50% of the  market  price of the stock at the time of  conversion,  but not less
than $0.15 per share. The Company may force conversion if the stock trades above
$2.00 per share for 10  consecutive  trading days.  The bonds are secured by the
RushTrade software,  trade names, websites,  customer accounts and other assets.
At June 30, 2003 the Company has outstanding  bonds of $858,000 and will attempt
to raise additional capital through the ongoing sales of the Bonds.

     The Company has outstanding  convertible notes payable totaling $485,000 at
June 30, 2003.  Of this amount,  $300,000  bear interest at 9%, are due April 1,
2005, and are unsecured. $185,000 of the convertible notes payable are currently
due, convertible into the 12% Senior Secured Convertible Bond, and bear interest
at 7%. The  Company  also has  outstanding  notes  payable of  $45,025.  Of this
amount,  $18,675 is  currently  due and $26,350 is a capital  lease with a final
payment  in July 2004.  Additionally,  during  the first  quarter  of 2003,  the
Company was  advanced  $95,000  from  related  parties.  These  advances are non
interest bearing and do not have a stated maturity date.

     The  Company  anticipates  that  it will  need  approximately  $800,000  to
$1,000,000 to fund operations and repay maturing debt during the next 12 months.
The Company believes that the continued  increase in revenue in conjunction with
the sales of the 12% Senior  Secured  Convertible  Bond or other  equity or debt
offering will provide sufficient funds.

     The  Company  has  undergone  an  extensive  internal   reorganization  and
reduction  of staff  related  to its  repositioning  and new  business  level of
activity  and has  implemented  additional  steps to closely  monitor  expenses.
Additional  marketing  efforts are being  implemented to increase revenues since
the  release  of the  RushTrade  software  products.  The  Company  is  pursuing
additional agreements to further increase revenue.

     RushTrade's  marketing and sales efforts are currently  underway to acquire
new  active  trader/customer  accounts  that  will  generate   transaction-based
revenue.  RushTrade believes that it has the low cost operational infrastructure
and a relatively low threshold to reach profitability in the near future.  Since
December 2002 new sales  representatives  have been hired to generate additional
sales leads. Additionally,  the Company is using Internet advertising to provide
leads for the sales  representatives,  at an average  cost of less than $100 per
new account. The Company believes that it has embarked on a successful marketing
strategy to generate the necessary  active  trader/customer  accounts to capture
customer assets with the trade volumes and related revenues necessary to reach a
sustainable  level of  profitability.  There can be no assurances that the steps
taken by the  Company  will  result in the  Company  being  able to  settle  its
liabilities  as they  become due or that the  Company  will be able to  generate
revenues or cash flows from  financings  sufficient to support its operations in
the short term.

                                                                              19
<PAGE>

Forward-looking statements

        Certain  statements  contained in this 10-QSB  Report and other  written
material and oral statements made from time to time by us do not relate strictly
to historical or current facts.  As such,  they are considered  "forward-looking
statements"  that provide  current  expectations  or forecasts of future events.
Such statements are typically  characterized  by terminology  such as "believe,"
"anticipate,"   "should,"   "intend,"  "plan,"  "will,"  "expect,"   "estimate,"
"project,"  "strategy" and similar expressions.  Our forward-looking  statements
generally  relate to the  prospects  for future sales of our  products,  and the
success of our strategic  corporate  relationships.  These  statements are based
upon  assumptions  and  assessments  made  by our  management  in  light  of its
experience and its perception of historical trends, current conditions, expected
future developments and other factors our management believes to be appropriate.
These  forward-looking   statements  are  subject  to  a  number  of  risks  and
uncertainties,  including  the  following:  our  ability to  achieve  profitable
operations and to maintain  sufficient cash to operate our business and meet our
liquidity  requirements;  our ability to obtain financing, if required, on terms
acceptable  to us, if at all;  the  success  of our  research  and  development;
competitive   developments  affecting  our  current  products;  our  ability  to
successfully  attract  strategic  partners  and to market both new and  existing
products;  exposure  to  lawsuits  and  regulatory  proceedings;  our ability to
protect our intellectual  property;  governmental laws and regulations affecting
operations; our ability to identify and complete diversification  opportunities;
and  the  impact  of   acquisitions,   divestitures,   restructurings,   product
withdrawals  and other unusual  items.  A further list and  description of these
risks,  uncertainties  and other matters can be found  elsewhere in this 10-QSB.
Except as required by  applicable  law, the Company  undertakes no obligation to
update any forward-looking  statements,  whether as a result of new information,
future events or otherwise.
















                                                                              20
<PAGE>

Item 3.   Controls and Procedures

          (a)  Within the 90-day  period  prior to the date of this  report,  we
               carried out an  evaluation,  under the  supervision  and with the
               participation  of our  management,  including the Chief Executive
               Officer and Chief Financial Officer,  of the effectiveness of the
               design and operation of our  disclosure  controls and  procedures
               pursuant to Rule 13a-14 of the  Securities  Exchange  Act of 1934
               (the  "Exchange  Act").  Based  upon that  evaluation,  the 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
               (including its consolidated subsidiaries) required to be included
               in our Exchange Act filings.

          (b)  There have been no significant  changes in our internal  controls
               or in other factors,  which could  significantly  affect internal
               controls subsequent to the date we carried out our evaluation.















                                                                              21
<PAGE>

PART II. OTHER INFORMATION

Item 2.  Changes in securities and use of proceeds

Recent Sales of Unregistered Securities

     During the  current  quarter the Company  issued  146,250  shares of common
stock to employees as additional compensation.

Item 6.  Exhibits and Reports on Form 8-K

     a.   Exhibits.

Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
or Rule 15d-14(a).

Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
or Rule 15d-14(a).

Exhibit 32.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)
or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)
or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

     b.   Reports on Form 8-K.

     None



                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                     Rushmore Financial Group, Inc.

Dated: August 14, 2003               By /s/ Dewey M. Moore, Jr.
                                     -----------------------------------
                                     Dewey M. Moore, Jr.
                                     Chief Executive Officer

Dated: August 14, 2003               By /s/ Randy Rutledge
                                     -----------------------------------
                                     Randy Rutledge
                                     Chief Financial Officer












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