<PAGE>   1
                                  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, 2001

                                       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.)

                5000 Quorum Drive, Suite 620, Dallas, Texas 75240
                -------------------------------------------------

                                  972-385-9595
                -------------------------------------------------
                (Issuer's telephone number, including area code)

         Check whether the issuer filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the court.

                                Yes [ ]   No [ ]

         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 [X]   No [ ]

         State the number of shares outstanding of each of the issuer's classes
of common equity as of June 30, 2001: 6,550,653 shares of common stock, $0.01
par value.

         Transitional Small Business Disclosure Format;

                                Yes [ ]   No [X]


<PAGE>   2


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                 RUSHMORE FINANCIAL GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<Table>
<Caption>
                                                                            (UNAUDITED)
                                                                             JUNE 30,         DECEMBER 31,
                               ASSETS                                          2001               2000
                                                                           ------------       ------------
<S>                                                                        <C>                <C>
Cash and cash equivalents                                                  $    386,129       $  1,218,317
Accounts receivable                                                             790,624            765,734
Prepaid expenses and deposits                                                   254,841            267,201
Property and equipment, net of accumulated depreciation                       1,859,709          1,037,723
Net assets of discontinued operations                                         3,171,831          3,267,574
Goodwill, net of accumulated amortization                                     1,189,039              1,486
                                                                           ------------       ------------
                Total assets                                               $  7,652,173       $  6,558,035
                                                                           ============       ============

                  LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
     Accounts payable                                                      $    907,368       $    318,749
     Notes payable                                                              480,817            169,741
     Accrued expenses & other liabilities                                       172,972             41,588
                                                                           ------------       ------------
                Total liabilities                                             1,561,157            530,078
                                                                           ------------       ------------

Shareholders' Equity:
     Preferred stock-9% cumulative preferred stock, $10 par value,
          2,000 shares issued and outstanding at June 30, 2001 and               20,000             20,000
          December 31, 2000
     Preferred stock-Series A cumulative preferred stock, $10 par
          value; 12,063 shares issued and outstanding at                        120,630            120,630
          June 30, 2001 and December 31, 2000
     Preferred stock-Series B convertible cumulative preferred stock:
          $10 par value; 13,520 shares issued and outstanding at                135,200            135,200
          June 30, 2001 and December 31, 2000
     Preferred stock-Series C convertible cumulative preferred stock:
          $10 par value; 40,460 shares issued and outstanding at                404,600                 --
          June 30, 2001; no shares issued at December 31, 2000
     Common stock-$0.01 par value, 10,000,000 shares authorized;
          6,550,653 shares issued at June 30, 2001; 4,644,253 shares             65,507             46,443
          issued at December 31, 2000
     Additional paid in capital                                              11,961,085         10,872,393
     Treasury stock-89,473 shares at cost                                      (116,345)          (116,345)
     Accumulated deficit                                                     (6,499,661)        (5,050,364)
                                                                           ------------       ------------
                Total shareholders' equity                                    6,091,016          6,027,957
                                                                           ------------       ------------

                                                                           ------------       ------------
                Total liabilities and shareholders equity                  $  7,652,173       $  6,558,035
                                                                           ============       ============
</Table>


           See accompanying notes to consolidated financial statements

                                                                               2
<PAGE>   3


                 RUSHMORE FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            For the Three and Six Months ended June 30, 2001 and 2000
                                   (unaudited)

<Table>
<Caption>
                                                         FOR THE THREE MONTHS            FOR THE SIX MONTHS
                                                             ENDED JUNE 30,                 ENDED JUNE 30,
                                                      ---------------------------     ---------------------------
                                                          2001            2000           2001              2000
                                                      -----------     -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>             <C>
Revenue:
     Insurance Services:
        Insurance policy income                       $   132,934     $   372,749     $   300,916     $   726,012
        Agency management fee                              73,190         102,139         161,851         214,552
     Investment Services:
        Commissions and fees                            2,173,950         887,239       3,355,353       1,667,765
     Other                                                 14,211           5,286          37,062          12,890
                                                      -----------     -----------     -----------     -----------
           Total revenues                               2,394,285       1,367,413       3,855,182       2,621,219
                                                      -----------     -----------     -----------     -----------
Expenses:
     Insurance Services:
        Commission expense                                103,897         298,945         214,423         559,087
        Other insurance services expenses                   5,436           7,142          18,329          25,463
     Investment Services:
        Commission expense                              1,611,895         545,247       2,453,241       1,036,808
        Other investment services expenses                241,269          98,484         423,276         205,831
     General and administrative                           965,581         800,499       2,079,634       1,728,206
                                                      -----------     -----------     -----------     -----------
           Total expenses                               2,928,078       1,750,317       5,188,903       3,555,395
                                                      -----------     -----------     -----------     -----------
           Operating loss                                (533,793)       (382,904)     (1,333,721)       (934,176)
Other Income (Expense):
     Interest expense                                     (12,403)         (2,702)        (19,833)        (10,784)
                                                      -----------     -----------     -----------     -----------
Loss from continuing operations                          (546,196)       (385,606)     (1,353,554)       (944,960)
                                                      -----------     -----------     -----------     -----------

Discontinued operations
     Income (loss) from discontinued operations,
        net of tax benefits of $25,764 for the six
        month period in 2000 and $5,107 for the
        three month period in 2000                        (41,469)        (31,770)        (95,743)         79,223
                                                      -----------     -----------     -----------     -----------
Net loss                                              $  (587,665)    $  (417,376)    $(1,449,297)    $  (865,737)
                                                      ===========     ===========     ===========     ===========

Basic and diluted loss per share of common
    stock, continuing operations                      $     (0.10)    $     (0.10)    $     (0.25)    $     (0.25)
                                                      ===========     ===========     ===========     ===========

Basic and diluted net loss per share of
    common stock                                      $     (0.11)    $     (0.11)    $     (0.27)    $     (0.23)
                                                      ===========     ===========     ===========     ===========

   Weighted average common shares outstanding           5,664,538       3,829,651       5,411,793       3,769,988
</Table>


           See accompanying notes to consolidated financial statements


                                                                               3
<PAGE>   4


                 RUSHMORE FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the six months ended June 30,

<Table>
<Caption>
                                                                           2001            2000
                                                                       -----------     -----------
<S>                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Loss from continuing operations                                 $(1,353,554)    $  (944,960)
       Adjustments to reconcile loss from continuing operations
         to net cash used in operating activities
            Expenses paid by issuance of common stock                           --          82,238
            Depreciation and amortization                                   96,250         151,509
            CHANGE IN ASSETS AND LIABILITIES, NET OF EFFECT
               OF THE NORTHSTAR ACQUISITION IN 2001:
               (Increase) decrease in assets:
                 Accounts receivable                                       (14,596)         76,100
                 Prepaid expenses and deposits                             (91,956)        142,057
               Increase (decrease) in liabilities:
                 Accrued expenses and other liabilities                    131,920          (5,397)
                                                                       -----------     -----------
Net cash used in operating activities                                   (1,231,936)       (498,453)
                                                                       -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of equipment                                              (686,768)       (229,575)
       Sale of equity securities available for sale                             --          50,000
       Cash received on purchase of Northstar companies                     11,047              --
                                                                       -----------     -----------
Net cash used in investing activities                                     (675,721)       (179,575)
                                                                       -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from sale of Common Stock, net of offering costs           498,165         266,421
       Proceeds from sale of Preferred Stock, net of offering costs        355,929         255,200
       Preferred Stock dividends paid                                      (21,538)        (11,559)
       Payments on notes payable                                           (60,543)        (55,499)
       Proceeds from notes payable                                         303,456              --
                                                                       -----------     -----------
Net cash provided by financing activities                                1,075,469         454,563
                                                                       -----------     -----------

Net cash used in continuing operations                                    (832,188)       (223,465)

Net cash provided by discontinued operations                                    --          79,223

Change in cash and cash equivalents                                       (832,188)       (144,242)
Cash and cash equivalents at beginning of period                         1,218,317         378,745
                                                                       -----------     -----------
Cash and cash equivalents at end of period                             $   386,129     $   234,503
                                                                       ===========     ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
       Cash paid for interest                                          $    19,833     $    10,784
       Cash paid for income taxes                                      $        --     $        --
</Table>


           See accompanying notes to consolidated financial statements

                                                                               4
<PAGE>   5


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation

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 December 31, 2000, included in the Company's annual report
on Form 10-KSB for the year ended December 31, 2000.

Rushmore Insurance Services, Incorporated ("Rushmore Agency") is an insurance
agency and an affiliate of the Company by means of service agreements. The
Company has entered into an administrative services agreement whereby net
revenues and expenses are charged via a management fee to the Company. Rushmore
Agency has been consolidated in the accompanying consolidated financial
statements.


2.  Industry Segment Information

The following summarizes the Company's identifiable assets by industry segment
as of the dates indicated:

<Table>
<Caption>
                        June 30,     December 31,
Identifiable Assets       2001           2000
-------------------    ----------    -----------
<S>                    <C>           <C>
Insurance Services     $  101,942    $  138,995
Investment Services     2,572,255     2,307,695
Corporate               1,806,145       843,771
                       ----------    ----------
          Total        $4,480,342    $3,290,461
                       ==========    ==========
</Table>


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


<Table>
<Caption>
                       Three Months Ended June 30,   Six months ended June 30,
                       ---------------------------   -------------------------
      Revenue             2001            2000          2001          2000
      -------          ----------      ----------    ----------    ----------
<S>                    <C>             <C>           <C>           <C>
Insurance Services     $  206,124      $  474,888    $  462,767    $  940,564
Investment Services     2,173,950         887,239     3,355,353     1,667,765
Corporate                  14,211           5,286        37,062        12,890
                       ----------      ----------    ----------    ----------
          Total        $2,394,285      $1,367,413    $3,855,182    $2,621,219
                       ==========      ==========    ==========    ==========
</Table>


<Table>
<Caption>
                       Three Months Ended June 30,   Six months ended June 30,
                       ---------------------------   -------------------------
      Expense             2001            2000          2001          2000
      -------          ----------      ----------    ----------    ----------
<S>                    <C>             <C>           <C>           <C>
Insurance Services     $  148,250      $  373,084    $  381,092    $  748,759
Investment Services     2,385,863       1,024,573     3,938,741     1,996,886
Corporate                 393,965         352,660       869,070       809,750
                       ----------      ----------    ----------    ----------
          Total        $2,928,078      $1,750,317    $5,188,903    $3,555,395
                       ==========      ==========    ==========    ==========
</Table>


                                                                               5
<PAGE>   6

<Table>
<Caption>
                           Three Months Ended June 30,      Six months ended June 30,
                           ---------------------------      -------------------------
         Interest            2001               2000          2001              2000
         --------          --------            -------      -------           -------
<S>                         <C>                <C>          <C>               <C>
Insurance Services          $    --            $    --      $    --           $    --
Investment Services              --                 --           --                --
Corporate                    12,403              2,702       19,833            10,784
                            -------            -------      -------           -------
          Total             $12,403            $ 2,702      $19,833           $10,784
                            =======            =======      =======           =======
</Table>


<Table>
<Caption>
                          Three Months Ended June 30,         Six months ended June 30,
Income (Loss) from       ----------------------------        ----------------------------
Continuing Operations        2001             2000              2001             2000
---------------------    -----------       ----------        -----------      -----------
<S>                      <C>               <C>               <C>              <C>
Insurance Services            57,874           101,804            81,675          191,805
Investment Services         (211,913)         (137,334)         (583,388)        (329,121)
Corporate                   (392,157)         (350,076)         (851,841)        (807,644)
                         -----------       -----------       -----------      -----------
          Total          $  (546,196)      $  (385,606)      $(1,353,554)     $  (944,960)
                         ===========       ===========       ===========      ===========
</Table>


3. Discontinued Operations

In June 2000, subject to certain conditions, the Company entered into an
agreement to "spin off" Rushmore Investment Advisors, Inc., ("Rushmore
Advisors"), a subsidiary of the Company engaged in investment portfolio
management and advice. In May 2001, the Company determined that a "spin-off" was
not the appropriate method to divest itself of Rushmore Advisors. The Company is
now exploring other options, and is still committed to the disposition of
Rushmore Advisors.

In December 2000, the Company entered into a sales agreement to sell Rushmore
Life Insurance Company ("Rushmore Life"), a subsidiary of the Company previously
engaged in the reinsurance of the life insurance policies written by the
Company's sales agents. This sales price of $266,997 represents the residual
value of Rushmore Life since the sale of several insurance blocks, or the
statutory net worth of Rushmore Life at December 31, 2000. Interest on this
amount will accrue from December 31, 2000 until paid.

The following table sets forth the assets, liabilities, revenue, and net (loss)
income for Rushmore Advisors at June 30, 2001. Rushmore Life was sold as of
December 31, 2000, and has no assets or liabilities.


<Table>
<Caption>
                Assets                   June 30, 2001
                ------                   -------------
<S>                                       <C>
Cash and Investments                      $    17,077
Accounts Receivable                           175,242
Prepaid Expenses & Deposits                    32,508
Property and Equipment, net                   161,442
Goodwill, net                               3,200,919
                                          -----------
             Total Assets                 $ 3,587,188
                                          -----------
              Liabilities
              -----------

Accounts Payable                          $   250,387
Notes Payable                                 164,970
                                          -----------
           Total Liabilities                  415,357
                                          -----------

                                          -----------
Net assets of discontinued operation      $ 3,171,831
                                          ===========

Revenue                                   $   533,821

Loss from discontinued operations         $   (95,743)
</Table>


The financial data relating to Rushmore Advisors and Rushmore Life is classified
as discontinued operations for all periods presented.

                                                                               6
<PAGE>   7


4. Earnings (Loss) Per Share

Earnings (loss) per share for the periods indicated are as follows:



<Table>
<Caption>
         LOSS FROM                           Three Months Ended June 30,            Six Months Ended June 30,
   CONTINUING OPERATIONS                        2001             2000              2001              2000
   ---------------------                     -----------       -----------       -----------       -----------
<S>                                         <C>               <C>               <C>               <C>
Loss from continuing operations             $  (546,196)      $  (385,606)      $(1,353,554)      $  (944,960)
Dividends on preferred stock                    (10,769)           (8,029)          (21,538)          (11,559)
                                            -----------       -----------       -----------       -----------
Loss from continuing operations
     applicable to common shareholders      $  (556,965)      $  (393,635)      $(1,375,092)      $  (956,519)
                                            ===========       ===========       ===========       ===========

Basic and diluted weighted average
    common shares outstanding                 5,664,538         3,829,651         5,411,793         3,769,988

Loss per common share, basic
     and diluted                            $     (0.10)      $     (0.10)      $     (0.25)      $     (0.25)
</Table>


<Table>
<Caption>
        INCOME (LOSS) FROM                  Three Months Ended June 30,            Six Months Ended June 30,
     DISCONTINUED OPERATIONS                    2001              2000             2001                2000
     -----------------------                -----------       -----------       -----------       -----------
<S>                                         <C>               <C>               <C>               <C>
Income (loss) from discontinued
     operations                             $   (41,469)      $   (31,770)      $   (95,743)      $    79,223

Basic and diluted weighted average
    common shares outstanding                 5,664,538         3,829,651         5,411,793         3,769,988

Income (Loss) per common share,
     basic and diluted                      $     (0.01)      $     (0.01)      $     (0.02)      $      0.02
</Table>



<Table>
<Caption>
                                            Three Months Ended June 30,            Six Months Ended June 30,
               NET LOSS                         2001              2000             2001                2000
               --------                     -----------       -----------       -----------       -----------
<S>                                         <C>               <C>               <C>               <C>
Net loss                                    $  (587,665)      $  (417,376)      $(1,449,297)      $  (865,737)
Dividends on preferred stock                    (10,769)           (8,029)          (21,538)          (11,559)
                                            -----------       -----------       -----------       -----------
Net loss applicable to
     common shareholders                    $  (598,434)      $  (425,405)      $(1,470,835)      $  (877,296)
                                            ===========       ===========       ===========       ===========

Basic and diluted weighted average
    common shares outstanding                 5,664,538         3,829,651         5,411,793         3,769,988

Net loss per common share, basic
     and diluted                            $     (0.11)      $     (0.11)      $     (0.27)      $     (0.23)
</Table>


5. Preferred Stock Sale

In February 2001 the Company issued a Private Placement memorandum offering for
sale its Series C Convertible Preferred Stock. The shares have a 9% cumulative
dividend, payable quarterly in cash, or in RFGI common stock, and are
convertible into common stock at a rate of $1.00 per share.


                                                                               7
<PAGE>   8



6. Related Party Transactions

In April 2001 the Company borrowed $250,000 at 9% interest from Mr. Dewey Moore
Sr., the father of Company President Dewey Moore, Jr. The note was secured by
the cash to be received upon the sale of Rushmore Life. The loan principal and
accrued interest was repaid in July upon receipt of the funds from the sale of
Rushmore Life.

On July 31 the Company again borrowed $250,000 at 9% interest from Mr. Moore Sr.
The transaction was approved by unanimous vote of the Company's Board of
Directors, except that Mr. Moore Jr. abstained from voting. The loan is secured
by a pledge of intellectual property rights on the Company's RushTrade on-line
trading software. Further, the loan is accompanied by the grant of warrants to
purchase 50,000 shares of Company common stock at $0.50 per share.

7. Acquisition

In January 2001, the Company acquired several of the companies formerly part of
the Northstar financial group of companies.

Chiatello & Powell, Inc., dba Northstar Financial Services, a Texas corporation
engaged in business as a registered investment advisor, was purchased for
606,400 shares of the Company's restricted common stock, and is now a
wholly-owned subsidiary of Rushmore Securities Corporation. As part of the
acquisition transaction the firm's name was changed to Rushmore Investment
Management Corporation. The transaction was accounted for as a purchase.

Dominion Agency, Inc., dba Northstar Agency, a Texas corporation engaged in the
business of marketing life and health insurance products to consumers, was
purchased by Mr. Dewey M. Moore, Jr. (Chief Executive Officer of the Company)
because Texas insurance regulations do not permit an insurance agency to be
owned by a corporation. However, pursuant to an Overhead Services Agreement all
revenues and expenses of Dominion Agency are passed through to the Company as
permitted by regulatory requirements. The transaction was consummated in
exchange for 100,000 shares of the Company's restricted common stock.

Northstar Agency of Arizona, an Arizona corporation engaged in the business of
marketing life and health insurance products to consumers, was purchased for
25,000 shares of the Company's restricted common stock, and was accounted for as
a purchase. As part of the acquisition transaction, the firm's name was changed
to Rushmore Agency of Arizona, Inc. The firm is now a wholly-owned subsidiary of
the Company.

The Company also acquired certain assets and liabilities of Dominion
Institutional Services Corporation (a Texas corporation). The purchase price of
these assets and liabilities was 175,000 shares of the Company's restricted
common stock.

The following table summarizes the transactions:

<Table>
<Caption>
     Description                   Amount
     -----------                   ------

<S>                             <C>
Purchase price:
  906,400 shares @ $0.75            679,800
Less: Net Assets Acquired       $  (514,627)
                                -----------
Goodwill recorded               $ 1,194,427
                                -----------
</Table>

8. New Pronouncements

In July 2001 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 (SFAS 141), Business Combinations, which
eliminates the pooling method of accounting for business combinations initiated
after June 30, 2001. In addition, SFAS 141 addresses the accounting for
intangible assets and goodwill acquired in a business combination. This portion
of SFAS 141 is effective for business combinations completed after June 30,
2001. The Company does not expect SFAS 141 to have a material effect on the
Company's financial position or results of operations.

In July 2001 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Intangible
Assets, which revises the accounting for purchased goodwill and intangible
assets. Under SFAS 142, goodwill and intangible assets with indefinite lives
will no longer be amortized, but will be tested for impairment annually, and
also in the event of an impairment indicator. SFAS 142 is effective for fiscal
years beginning after December 15, 2001, with early adoption permitted for
companies with fiscal years beginning after March 15, 2001 if their first
quarter financial statements have not previously been issued. The Company
expects that adoption of SFAS 142 will increase annual operating income by
approximately $79,000. The Company has not yet determined when it will adopt
SFAS 142.

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

Results of Operations

Three Months Ended June 30, 2001 and 2000

Revenues

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


<Table>
<Caption>
                         Three Months Ended June 30,
         Revenues           2001            2000
         --------        ----------      ----------
<S>                      <C>             <C>
Insurance Services       $  206,124      $  474,888
Investment Services       2,173,950         887,239
Corporate                    14,211           5,286
                         ----------      ----------
          Total          $2,394,285      $1,367,413
                         ==========      ==========
</Table>


Total revenue for the second quarter increased $1,026,872, or 75%, from 2000 to
2001. This increase was comprised primarily of an increase of $1,286,711 from
investment services operations, offset by a decrease of $268,764 in insurance
services operations.

Insurance Services revenue decreased $268,764, or 57%, from 2000 to 2001. This
decrease was generally the result of decreases of $238,793 in life and health
insurance products commissions and $19,284 in health association management
fees. This decrease is primarily due to management's decision to reposition the
Company, and divert its insurance marketing resources and efforts to concentrate
on the development and launch of its RushTrade direct access on-line trading
system.

Investment Services revenue increased $1,286,711, or 145%, from 2000 to 2001.
The increase consisted mainly of increases of $523,694 in brokerage commission
revenue, $362,414 in variable insurance and annuity commissions, $205,827 in
mutual fund commissions, and $143,976 in advisory fees, offset by a decrease of
$164,410 in RushTrade on-line brokerage revenue. These increases are generally
attributable to the 153 new sales representatives recruited by Rushmore
Securities in February and March from the former Northstar Securities firm.


Expenses

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

<Table>
<Caption>
                         Three Months Ended June 30,
         Expense            2001            2000
         -------         ----------      ----------
<S>                      <C>             <C>
Insurance Services       $  148,250      $  373,084
Investment Services       2,385,863       1,024,573
Corporate                   393,965         352,660
                         ----------      ----------
          Total          $2,928,078      $1,750,317
                         ==========      ==========
</Table>


Total expenses increased $1,177,761, or 67%, from 2000 to 2001. The investment
services and corporate divisions recorded expense increases of $1,361,290 and
$41,305 respectively, while the insurance services division recorded an expense
reduction of $224,834.


                                                                               8
<PAGE>   9


Insurance Services expenses decreased $224,834, or 60%, from 2000 to 2001.
Commission expense decreased from $298,945 to $103,897 primarily as a result of
the decrease in life and health insurance commission revenue. Other general and
administrative expenses decreased $29,786, with the primary reductions being in
the categories of marketing, payroll costs, office rent, and lead expenses.

Investment Services expenses increased $1,361,290, or 133%, from 2000 to 2001.
Commission expense increased from $545,247 to $1,611,895, primarily due to the
increase in commission revenue. The additional staff and overhead associated
with the Northstar acquisition in February 2001 generated an increase in nearly
all operating expense categories over the same period last year. One exception
are legal and professional fees, where expenses decreased $70,807 to $38,007.
This decrease is a result of litigation settlement costs of $11,452 in 2001
versus $101,056 in 2000.


Operating income (loss) from continuing operations

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


<Table>
<Caption>
 Income (Loss) from     Three Months Ended June 30,
Continuing Operations       2001            2000
---------------------    ---------       ---------
<S>                      <C>             <C>
Insurance Services       $  57,874       $ 101,804
Investment Services       (211,913)       (137,334)
Corporate                 (392,157)       (350,076)
                         ---------       ---------
          Total          $(546,196)      $(385,606)
                         =========       =========
</Table>

Six Months Ended June 30, 2001 and 2000

Revenues

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


<Table>
<Caption>
                         Six months ended June 30,
     Revenues               2001            2000
     --------            ----------      ----------
<S>                      <C>             <C>
Insurance Services       $  462,767      $  940,564
Investment Services       3,355,353       1,667,765
Corporate                    37,062          12,890
                         ----------      ----------
          Total          $3,855,182      $2,621,219
                         ==========      ==========
</Table>


Total revenue increased $1,233,963, or 47%, from 2000 to 2001. This increase was
comprised primarily of an increase of $1,687,588 from investment services
operations, offset by a decrease of $477,797 in insurance services operations.

Insurance Services revenue decreased $477,797, or 51%, from 2000 to 2001. This
decrease is generally attributable to decreases in life and health insurance
products of $425,011 and $31,395 in health association management fees. This
decrease is primarily due to management's decision to reposition the Company,
and divert its insurance marketing resources and efforts to concentrate on the
development and launch of its RushTrade direct access on-line trading system.

Investment Securities revenue increased $1,687,588, or 101%, from 2000 to 2001.
This increase consisted mainly of increases of $522,078 in brokerage revenue,
$405,734 in mutual fund commissions, $442,205 in variable life and annuity
revenue, and $263,406 in advisory fees, offset by a decrease of $217,809 in
RushTrade on-line brokerage revenue. These increases are generally attributable
to the 153 new sales representatives recruited by Rushmore Securities from the
former Northstar Securities firm.


                                                                               9
<PAGE>   10
Expenses

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

<Table>
<Caption>
                         Six months ended June 30,
     Expense                2001            2000
     -------             ----------      ----------
<S>                      <C>             <C>
Insurance Services       $  381,092      $  748,759
Investment Services       3,938,741       1,996,886
Corporate                   869,070         809,750
                         ----------      ----------
          Total          $5,188,903      $3,555,395
                         ==========      ==========
</Table>

Total expenses increased $1,633,508, or 46%, from 2000 to 2001. The investment
services and corporate divisions recorded expense increases of $1,941,855 and
$59,320 respectively, while the insurance services division recorded an expense
reduction of $367,667.

Insurance Services expenses decreased $367,667, or 49%, from 2000 to 2001.
Commission expense declined $344,664 to $214,423 primarily as a result of the
decrease in other life and health product revenue.

Investment Services expenses increased $1,941,855, or 97%, from 2000 to 2001.
Commission expense increased $1,416,433 to $2,453,241, generally as the result
the increase in sales volume. This increase is due primarily to the new sales
representatives from the former Northstar Securities firm. Administrative
support for these new agents generally caused increases of $252,783 in payroll
expenses, $161,146 in insurance costs, $177,594 in quotation service costs, and
equipment rental of $46,452. Legal and professional fees decreased $141,386
primarily due to paying legal and settlement payments in 2000.


Operating income (loss)

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

<Table>
<Caption>
 Income (Loss) from       Six months ended June 30,
Continuing Operations       2001              2000
---------------------    -----------       -----------
<S>                      <C>               <C>
Insurance Services       $    81,675       $   191,805
Investment Services         (583,388)         (329,121)
Corporate                   (851,841)         (807,644)
                         -----------       -----------
          Total          $(1,353,554)      $  (944,960)
                         ===========       ===========
</Table>


Liquidity

The Company's requirements for normal cash expenditures, as well as costs to
further develop the proprietary software to be used in the Company's on-line
trading division, RushTrade.com, are expected to be met through cash receipts
from operations, borrowings, and from equity capital raised through the private
placement of securities. There is currently no assurance that borrowing or
equity sales will be available. Cash flow from operations is not adequate to
meet current administrative expenses and other overhead expenses.


Forward looking statements

This document includes statements that may constitute "forward-looking"
statements, usually containing the words "believe", "estimate", "project",
"expect", or similar expressions. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements inherently involve risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements.
Factors that would cause or contribute to such differences include, but are not
limited to, continued

                                                                              10
<PAGE>   11


acceptance of the Company's products in the marketplace, competitive factors,
changes in regulatory environments, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange Commission. By making
these forward-looking statements, the Company undertakes no obligation to update
these statements for revisions or changes after the date of this filing.


                                                                              11
<PAGE>   12


PART II. OTHER INFORMATION


Item 5.  Other Information

On June 26, the Company received a communication from the Nasdaq stock exchange
regarding the minimum bid price of the Company's common stock. By rule, the
stock must maintain a minimum closing bid price of $1.00 per share for at least
one day within any consecutive 30-day trading period. Since the Company is not
in compliance with the Rule, it has until September 24 to regain compliance or
face possible delisting by the Nasdaq. To comply with the Rule, the closing bid
price of the stock must be at least $1.00 per share for a minimum of 10
consecutive trading days.


                                    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, 2001                      By /s/ Howard M. Stein
                                            -------------------------------
                                            Howard M. Stein
                                            Controller


                                                                              12