UNITED STATES
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                  FORM 10-QSB/A

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

                  For the Quarterly Period Ended March 31, 2004

                                       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

                        Rush Financial Technologies, 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 September 30, 2004:  21,615,250  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>

               RUSH FINANCIAL TECHNOLOGIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                                                       (Unaudited)
                                                                                        March 31,     December 31,
                                  ASSETS                                                  2004            2003
                                                                                      ------------    ------------
<S>                                                                                   <C>             <C>
Current assets
         Cash and cash equivalents                                                    $    148,951    $    171,088
         Accounts receivable                                                                43,154          17,008
         Prepaid expenses and deposits                                                      93,337          84,043
                                                                                      ------------    ------------
             Total current assets                                                          285,442         272,139
                                                                                      ------------    ------------

Capitalized software development costs, net of accumulated amortization                  1,145,184       1,288,245
Property and equipment, net of accumulated depreciation                                     82,457          81,359
Intangibles, net                                                                           340,953         213,500
Deferred financing fees, net                                                                16,166          19,630
Goodwill                                                                                   200,247            --
                                                                                      ------------    ------------
             Total assets                                                             $  2,070,449    $  1,874,873
                                                                                      ============    ============

                   LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
         Accounts payable                                                             $    804,271    $    788,826
         Accrued expenses and other liabilities                                          1,187,580         967,817
         Common stock pending issuance (including $513,045 to related parties)                --         1,007,319
         Liabilities acquired in 2001 acquisition                                          332,098         332,098
         Notes payable                                                                      26,387            --
         Convertible notes payable to related parties                                      185,000         185,000
         Advances from related parties                                                      55,000          55,000
                                                                                      ------------    ------------
             Total current liabilities                                                   2,590,336       3,336,060
                                                                                      ------------    ------------

Long-term notes payable                                                                       --            31,452

Convertible notes payable (including $130,867 and $122,007 due to related parties),
         net of unamortized debt discount of $5,683 and $15,872, respectively              294,317         284,128

Convertible bonds payable, net of unamortized debt discount of $49,884
             and $107,649, respectively                                                    462,116         564,351
                                                                                      ------------    ------------
             Total liabilities                                                           3,346,769       4,215,991
                                                                                      ------------    ------------

Commitments and contingencies

Shareholders' deficit
         Preferred stock - cumulative; $10 par value; 14,063 shares
             issued and outstanding; liquidation preference of $10 per share               140,630         140,630
         Preferred stock - convertible cumulative; $10 par value; 54,480
             shares issued and outstanding, liquidation preference of $10 per share        544,800         544,800
         Common stock - $0.01 par value, 50,000,000 shares authorized;
             18,261,934 and 9,960,444, shares issued and outstanding, respectively         182,619          99,604
         Common stock subscriptions receivable                                              (3,277)         (3,277)
         Common stock issued for assets not yet received                                      --           (36,000)
         Additional paid in capital                                                     14,465,122      12,768,184
         Accumulated deficit                                                           (16,606,214)    (15,855,059)
                                                                                      ------------    ------------
             Total shareholders' deficit                                                (1,276,320)     (2,341,118)
                                                                                      ------------    ------------
             Total liabilities and shareholders' deficit                              $  2,070,449    $  1,874,873
                                                                                      ============    ============

</TABLE>

        See accompanying notes to consolidated financial statements

                                       3
<PAGE>

               RUSH FINANCIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three Months ended March 31, 2004 and 2003
                                   (unaudited)

                                                        2004           2003
                                                    ------------   ------------
Revenue:
        Investment services                         $    528,991   $    173,798
        Software services                                 44,790           --
                                                    ------------   ------------
                     Total revenue                       573,781        173,798

Expenses:
        Investment services                              464,378        116,996
        Software services                                268,876           --
        General and administrative                       254,897        382,053
        Depreciation and amortization                    208,392        194,271
        Loss on settlement of liabilities                 25,030           --
                                                    ------------   ------------
                     Total expenses                    1,221,573        693,320
                                                    ------------   ------------

Operating loss                                          (647,792)      (519,522)

Other expenses:
         Interest expense                               (103,363)       (36,084)
                                                    ------------   ------------


 Net loss                                           $   (751,155)  $   (555,606)
                                                    ============   ============


Basic and diluted net loss per share attributable
         to common shareholders  shareholders       $      (0.05)  $      (0.06)
                                                    ============   ============

Weighted average common shares outstanding,
         basic and diluted                            16,833,181      9,698,710
                                                    ============   ============




           See accompanying notes to consolidated financial statements

                                       4
<PAGE>
<TABLE>
<CAPTION>

               RUSH FINANCIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months ended March 31, 2004 and 2003
                                   (unaudited)

                                                                                2004           2003
                                                                            -----------    -----------
<S>                                                                         <C>            <C>
Cash flows from operating activities:
     Net loss                                                               $  (751,155)   $  (555,606)
     Adjustments to reconcile net loss to net cash used in operating
          activities:
          Common stock issued for compensation and services                      25,245           --
          Depreciation and amortization                                         186,392        188,438
          Loss on settlement of liabilities                                      25,030           --
          Amortization of deferred financing fees                                 3,464          3,464
          Amortization of debt discount                                          67,954          2,946
          Amortization of intangible                                             22,000          5,833
          Change in assets and liabilities, net of effect of acquisition:
              (Increase) decrease in assets:
                  Accounts receivable                                           (13,533)        (5,092)
                  Prepaid expenses and deposits                                  (9,294)        52,817
               Increase in liabilities:
                 Accounts payable                                                13,454         49,427
                 Accrued expenses and other liabilities                         226,621         67,510
                                                                            -----------    -----------
Net cash used in operating activities                                          (203,822)      (190,263)
                                                                            -----------    -----------

Cash flows from investing activities:
     Cash acquired in acquisition                                                 4,446           --
     Purchase of equipment                                                       (5,678)          --
     Capitalization of software development costs                               (30,018)       (26,814)
                                                                            -----------    -----------
Net cash used in investing activities                                           (31,250)       (26,814)
                                                                            -----------    -----------

Cash flows from financing activities:
     Bank overdraft                                                                --            6,327
     Proceeds from sale of common stock                                         175,000           --
     Payments on notes payable                                                   (5,065)        (7,375)
     Advances from related parties                                                 --           95,000
     Proceeds from convertible bonds                                             43,000         65,000
                                                                            -----------    -----------
Net cash provided by financing activities                                       212,935        158,952
                                                                            -----------    -----------

Net decrease in cash and cash equivalents                                       (22,137)       (58,125)
Cash and cash equivalents at beginning of period                                171,088         64,278
                                                                            -----------    -----------
Cash and cash equivalents at end of period                                  $   148,951    $     6,153
                                                                            ===========    ===========

Supplemental Disclosure of Cash Flow Information:
     Cash paid for interest                                                 $      --      $      --
     Cash paid for income taxes                                             $      --      $      --

Supplemental Disclosure of Non-Cash Information:
     Preferred stock dividend accrued                                       $    15,422    $    17,560
     Preferred stock converted into convertible bonds                       $      --      $    85,000
     Common stock issued as payment for accrued interest
          and accrued dividends                                             $    47,310    $      --
     Common stock issued in the Lostview acquisition                        $   337,500    $      --
     Receipt of asset purchased with common stock                           $    36,000    $      --
     Conversion of bonds into common stock                                  $   203,000    $      --
     Common stock issued for pending issuances                              $ 1,007,319    $      --

</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 Rush
Financial  Technologies,   Inc.,  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, 2003,  included in the
Company's annual report on Form 10-KSB/A for the year ended December 31, 2003.

     Rush Financial  Technologies,  Inc.,  (formerly  Rushmore  Financial Group,
Inc.) dba RushTrade Group and Subsidiaries (the "Company"), is a holding company
of the financial services and software  development  companies  described below.
Rushmore Financial Group, Inc. changed its name to Rush Financial  Technologies,
Inc. effective January 26, 2004.

     RushTrade Securities, Inc. ("RushTrade"),  a wholly-owned subsidiary of the
Company,   is  registered   under  federal  and  state   securities  laws  as  a
broker-dealer and is a member of the National  Association of Securities Dealers
("NASD"). RushTrade does not offer advice or trade recommendations. All customer
accounts are self-directed and strict suitability  requirements along with other
disclosures  must be met and  agreed to before the firm  accepts a new  account.
RushTrade is a "fully disclosed introducing broker-dealer," meaning that it does
not hold any customer funds or securities nor have a seat on any stock exchange.
RushTrade  "clears" its  securities  trades  through a third party,  which holds
customer funds and securities and executes trades for such transactions.

     RushGroup  Technologies,  Inc. formerly RushTrade Software Services,  Inc.,
("RushGroup"),  a  wholly-owned  subsidiary  of  the  Company,  is  the  primary
technology  development unit of the Company, and is expected to become a Service
Bureau and a licensor of real-time  market data  services  and various  software
applications  of the RushTrade  platform to  broker-dealers  and other financial
institutions.  Through  December 31, 2003,  RushGroup had generated only minimal
revenue.

     Rushmore Securities  Corporation ("RSC"), a wholly-owned  subsidiary of the
Company,  was also  registered  under  federal  and state  securities  laws as a
broker-dealer and was a member of the National Association of Securities Dealers
("NASD")  during the years prior to and including  2003. It is largely  inactive
due to the Company's  decision to transition  away from the  traditional  retail
brokerage  business with its lower  operation  margins and the inherent risks of
outside   independent   registered    representatives    offering   advice   and
recommendations.  RSC filed a  broker-dealer  withdrawal  of  membership  ("Form
BD/W") with the NASD in December 2003. RSC has no substantial  revenue-producing
assets and no longer has any outside independent registered representatives.

     Rushmore  Insurance  Services,   Incorporated  ("Rushmore  Agency")  is  an
insurance agency and an affiliate of the Company by means of service agreements.
The agency formerly offered life, health, and disability insurance and annuities
through a network of agents,  most of which were terminated during 2002 and 2003
in accordance  with the Company's  repositioning  plan.  Rushmore Agency is 100%
owned by D. M. "Rusty" Moore, Jr. The Company and Mr. Moore have entered into an
administrative  services agreement whereby net revenues and expenses are charged
via a management fee to Rushmore  Agency by the Company as allowed by regulatory
requirements.   Rushmore  Agency  has  been  consolidated  in  the  accompanying
consolidated  financial  statements.  Rushmore Agency is largely inactive due to
the Company's decision to transition away from the traditional financial service
businesses.

                                       6
<PAGE>

     The Company was founded as a traditional financial services company,  which
grew  from a  start-up  into a  retail  brokerage  organization  for the sale of
insurance and investment products.  Management  completed numerous  acquisitions
and  integrated  them into a retail  brokerage  organization  with a  nationwide
account base and network of agents and registered representatives. The Company's
common stock began trading on the Nasdaq SmallCap Market under the symbol "RFGI"
following  its initial  public  offering  in April 1998.  On August 23, 2002 the
stock moved to the Nasdaq OTC Bulletin Board Market.

     In  2000,  we  launched  a  multi-million  dollar  proprietary   technology
development  initiative in response to the  burgeoning  market for direct access
online  trading.  After more than three years of development and successful beta
testing,  we  introduced  our direct access  technology  platform in August 2002
under our RushTrade(R) brand. Currently,  management expects RushTrade revenues,
growth in new accounts and trade  volumes to continue  their  quarter-to-quarter
increases, now that the RushTrade business unit has become our primary source of
revenue.

     As  part  of  our  repositioning  as  a  real-time   financial   technology
development and direct access online financial  services  company,  the board of
directors  approved a name change to Rush Financial  Technologies,  Inc.,  which
became effective upon shareholder approval and the filing of amended articles of
incorporation with the Secretary of the State of Texas in January 2004. With the
name change,  our ticker symbol on the OTC Bulletin  Board Market was changed to
"RSHF."

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue as a going  concern.  At March 31, 2004,  the  Company's
current liabilities exceeded its current assets by $2,304,894. Also, the Company
had net losses of $2,475,947 in 2003 and $3,131,636 in 2002, and $751,155 in the
first  quarter of 2004.  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  by the use of
borrowings  and  equity.  In  February  2004,  the  Company  commenced a private
placement of common stock to raise  operating  capital.  The offering  closed in
March 2004, and the Company sold 538,178 shares at an average price of $0.32 per
share for total net proceeds of  approximately  $175,000.  Additionally,  in the
second quarter of 2004, the Company sold an additional  401,666 shares for total
net proceeds of approximately $128,000.

     On May 4,  2004,  the  Company  filed  with  the  Securities  and  Exchange
Commission (the  "Commission") a Registration  Statement on Form SB-2,  together
with all amendments,  schedules and exhibits thereto, pursuant to the Securities
Act for the purpose of raising  additional  capital.  The Company  retained  the
services of Invest Linc Securities,  LLC (the "Placement  Agent"),  to offer and
sell  the  common  stock  of the  Company  on a "best  efforts"  basis  which is
contingent  upon the sale of a minimum of  1,000,000  shares of our common stock
and up to a maximum of  11,000,000  shares of common  stock.  The  offering  was
withdrawn on September 28, 2004 without raising any funds.

     We are  executing  a low cost  "guerrilla"  sales  and  Internet  marketing
strategy in addition to our strategic  alliances  that are  producing  sustained
rates of sales growth.  This strategy employs,  among other things, the use of a
targeted keyword search Internet advertising program,  with a timing strategy to
maximize  its  effectiveness  that is,  we  believe,  more cost  efficient  than
traditional  advertising  programs.  In addition, we have received the exclusive
endorsement of Steve  Crowley's  nationally  syndicated  American Scene Business
Talk Radio,  which has been heard live daily in over 75 major  markets from over
250 radio stations  across the USA.  Through our Internet  advertising,  we have
been seen on Google,  CBS Market Watch,  Big Charts,  Kiplinger,  CNN.com,  MSN,
C/Net, Ask Jeeves,  Elite Trader, Info Space, AOL, Alta Vista and Yahoo Finance.
Visits to our web domains, www.daytrade.com and www.rushtrade.com,  have created
a growing web traffic that generates most of our current sales leads. We believe
that we can position  ourselves as a low cost leader in the retail direct access
market as we prepare to launch our products  and  services in the  institutional
marketplace.

                                       7
<PAGE>

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

Our 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.  RushTrade  offers  broker/dealer
services,  and its  operations  have been  included in the  Investment  Services
segment.  The Software Services segment is comprised of RushGroup  Technologies,
Inc., formerly RushTrade Software Services,  Inc., which offers licensing of the
RushTrade  direct  access  software  and other  arrangements  and is expected to
become a new stream of revenue for us. There is ongoing development  activity on
the software to enhance its use to outside entities;  however,  we have received
only minimal revenue to date related to the Software  Services  segment.  During
the first six  months of 2002 we did not  incur  any  expenses  related  to this
source since all direct costs related to this activity were being capitalized.

     The assets of the parent company,  Rush Financial  Technologies,  Inc., are
used to support the  operations  of the two  primary  operating  divisions.  The
expenses  of the parent  company  are  included  in general  and  administrative
expenses.

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

                                                  March 31,
                                --------------------------------------------
    Identifiable Assets                2004                    2003
----------------------------    --------------------    --------------------
Investment Services               $         181,043       $         345,626
Software Services                         1,764,375               1,723,458
Corporate                                   125,031                  71,020
                                --------------------    --------------------
           Total                  $       2,070,449       $       2,140,104
                                ====================    ====================

                                        Three Months Ended March 31,
                                --------------------------------------------
   Capital Expenditures                2004                    2003
----------------------------    --------------------    --------------------
Investment Services               $               -       $               -
Software Services                            30,018                  26,814
Corporate                                     5,678                       -
                                --------------------    --------------------
           Total                  $          35,696       $          26,814
                                ====================    ====================

                                        Three Months Ended March 31,
     Depreciation and           --------------------------------------------
       Amortization                    2004                    2003
----------------------------    --------------------    --------------------
Investment Services               $           7,632       $           9,782
Software Services                           173,672                 172,911
Corporate                                    27,088                  11,578
                                --------------------    --------------------
           Total                  $         208,392       $         194,271
                                ====================    ====================

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

                                        Three Months Ended March 31,
                                --------------------------------------------
          Revenue                      2004                    2003
----------------------------    --------------------    --------------------
Investment Services               $         528,991       $         173,798
Software Services                            44,790                       -
Corporate                                         -                       -
                                --------------------    --------------------
           Total                  $         573,781       $         173,798
                                ====================    ====================


                                       8
<PAGE>

                                        Three Months Ended March 31,
                                --------------------------------------------
     Interest Expense                  2004                    2003
----------------------------    --------------------    --------------------
Investment Services               $               -       $             379
Software Services                                 -                       -
Corporate                                   103,363                  35,705
                                --------------------    --------------------
           Total                  $         103,363       $          36,084
                                ====================    ====================

                                        Three Months Ended March 31,
                                --------------------------------------------
     Net Income (Loss)                 2004                    2003
----------------------------    --------------------    --------------------
Investment Services               $          56,981       $        (149,975)
Software Services                          (397,758)               (172,911)
Corporate                                  (410,378)               (232,720)
                                --------------------    --------------------
           Total                  $        (751,155)      $        (555,606)
                                ====================    ====================

4.   Capitalized Software Development Costs

     In  accordance  with SFAS No.  86,  "Accounting  for the Costs of  Computer
Software  to be  Sold,  Leased  or  Otherwise  Marketed,"  internally  generated
software   development  costs  associated  with  new  products  and  significant
enhancements  to existing  software  products  are  expensed  as incurred  until
technological feasibility has been established.  Software development costs that
qualify for  capitalization  include the  salaries  and benefits of the software
engineers  assigned to the  products,  internal and external  quality  assurance
testing  costs,   overhead  allocations   primarily  associated  with  rent  and
facilities costs and the costs of outsourced  development  activities.  Software
development  costs not  qualifying  for  capitalization  are recorded as product
development expense. Capitalized software development costs, including purchased
software,  if any, are amortized  using the greater of the revenue method or the
straight-line method generally with useful lives of three years or less. At each
balance sheet date the Company  evaluates the estimated net realizable  value of
each software product and when required,  records  write-downs of net book value
to net  realizable  value of any  products  for which  the net book  value is in
excess of net realizable value. The net realizable value is the estimated future
gross  revenue  of  each  product  reduced  by the  estimated  future  costs  of
completing  and disposing of that product,  including the costs of completing in
process  development  and  customer  support.  The  Company  determined  that no
write-down of capitalized  software  development  costs was required  during the
years ended  December 31, 2003 and 2002.  As of December 31, 2003 and 2002,  the
gross total of all  capitalized  software  development  costs was $2,326,383 and
$2,215,377,  respectively.  During 2003 and 2002, the Company amortized $692,316
and $345,822 of software cost,  respectively,  using an estimated useful life of
three years.

     For the three months ended March 31, 2004 and 2003,  the Company  amortized
$173,672 and $172,911 of software costs, respectively, using an estimated useful
life of three years. As of March 31, 2004 the total of all capitalized  software
development  costs  was  $2,356,401.  At March 31,  2004 and  2003,  accumulated
amortization of capitalized  software  development costs totaled  $1,211,217 and
$518,733, respectively.

5.   Reclassification

     Certain  2003  balances  have  been  reclassified  to  conform  to the 2004
presentation.

6.   Net Loss Per Share

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

                                                 Three months ended March 31,
                                               --------------------------------
                                                     2004              2003
                                               --------------    --------------
Net loss                                          $ (751,155)       $ (555,606)
Dividends on preferred stock                         (15,422)          (17,560)
                                               --------------    --------------
Net loss applicable to common shareholders        $ (766,577)       $ (573,166)
                                               ==============    ==============
Net loss per share applicable to common
         shareholders                             $    (0.05)       $    (0.06)
                                               ==============    ==============


                                       9
<PAGE>

7.   Acquisition

     The Company acquired LostView Development Corporation  ("LostView") through
a stock  purchase  agreement  effective  February  27,  2004,  where the Company
purchased  all of the  outstanding  stock of LostView  in  exchange  for 750,000
shares of the  Company's  restricted  common stock at closing and an  additional
750,000  shares to be issued all or in part on December 31, 2004,  to the extent
that  LostView's  primary  employees  fulfill  the  terms  of  their  employment
agreements.  LostView  is a financial  technology  and web  development  company
providing  professional  software  development  services for online  trading and
document  management  systems.  RushTrade  Group  expects  to  benefit  from the
addition  of LostView  in several  significant  ways.  By  utilizing  LostView's
resources,   RushGroup's  software   development   capabilities  will  increase,
accelerating its options and futures trading development. RushGroup will also be
better positioned to quickly add new product enhancements, including the ability
to  capture  market  data  directly  from  the  financial  exchanges.  Moreover,
RushTrade will gain additional  levels of redundancy and fault tolerance for its
products and  services.  RushGroup  will also retain key  employees of LostView,
bringing valuable experience in real-time financial software development, market
data collection and distribution.

     The consideration for the purchase of LostView has been valued at $337,500,
based on the fair value of the stock issued on February 27, 2004. The contingent
consideration  will  be  recorded  when  the  contingency  is  resolved  and the
consideration is transferred.  This will result in an additional  element of the
cost of the  acquired  entity and will be valued using the current fair value of
the stock issued.

     The  acquisition was accounted for using the purchase method of accounting.
As such,  the assets and  liabilities  of LostView  have been  recorded at their
estimated  fair value and the results of  operations  have been  included in the
consolidated  results of  operations  from the date of  acquisition.  The excess
purchase  price  over  the fair  value of the  tangible  and  intangible  assets
acquired in the acquisition totaled $200,247 and was allocated to goodwill.

Allocation of Purchase Price

     Following  is  a  summary  of  the  amounts  assigned  to  the  assets  and
liabilities of LostView:

      Cash                                                    $     4,446
      Accounts receivable                                          12,612
      Property and equipment                                        8,733
      Goodwill                                                    200,247
      Employment agreement                                         63,453
         (1 year amortization period)
      Intellectual Property (3 year amortization period)           50,000
      Accounts payable                                             (1,991)
                                                              -----------

      Total purchase price                                       $337,500
                                                              ===========

None of the goodwill  recorded as a result of the  acquisition is expected to be
deductible for tax purposes.

Pro Forma Results

     The following  unaudited pro forma consolidated  results of operations have
been prepared as if the acquisitions  discussed above had occurred at January 1,
2003:

                                                        For the Three Months
                                                          Ended March 31,
                                                   ----------------------------
                                                        2004           2003
                                                   ------------    ------------
  Revenues                                         $    605,668    $    177,890
  Net loss attributed to common shareholders       $   (766,577)   $   (573,166)
  Net loss per share attributed to common
          shareholders, basic and diluted          $      (0.04)   $      (0.05)
  Weighted average shares outstanding, basic and
          diluted                                    17,311,203      10,448,710


                                       10
<PAGE>

8.   Intangibles

     In January 2002, the Company  entered into a  non-exclusive  agreement with
NewportX.com,  an affiliate of OTA, for referral of active online  traders.  The
initial term of the agreement was for three years and cancelable by either party
after the initial term with twelve months notice.  The agreement  called for the
Company to pay to NewportX.com 50% of net commissions on a monthly basis for any
traders  referred  by OTA  for  which  RushTrade  agreed  to  open  an  account.
Additionally,  RushTrade agreed to reimburse the traders' tuition paid to OTA by
reducing RushTrade's standard published commission rate by 25%. In March 2002 an
alternate  method  of  payment  was  agreed  to by  amendment  to  the  original
agreement, whereby the Company agreed to pay OTA $2,000 in common stock for each
trader referred. The amendment was for six months, or until 150 traders had been
acquired by RushTrade.  The Company issued 1,200,000 shares of restricted common
stock to  NewportX.com  during  March  2002,  and  recorded  a prepaid  asset of
$300,000,  the fair value of the stock on the date of issuance.  This amount has
been  recorded  as  a  prepaid  asset  as  the  Company   issued  common  stock,
consideration in advance of receiving the assets acquired.  As the active trader
accounts are received and certified,  the Company  reclassifies these amounts to
an intangible asset. During the year ended December 31, 2003, 97 trader accounts
were  certified,  and accordingly  $194,000 has been  reclassified to intangible
assets. In total as of December 31, 2003, 132 trader accounts were certified and
$264,000 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 year ended December 31, 2003 and 2002 was $45,500 and $5,000,
respectively.  At December 31, 2003 and 2002,  accumulated  amortization of this
intangible totaled $50,500 and $5,000,  respectively.  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 December 31, 2003 only 132 had
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.  Through  September  30,  2002 the  undelivered  trader
accounts were carried as a prepaid  asset;  however,  due to the  uncertainty of
ultimately  receiving these assets,  and 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 during the fourth quarter of 2002.

     During the first  quarter of 2004, 25 trader  accounts  were  certified and
accordingly  $36,000 has been reclassified to intangible  assets. In total as of
March 31, 2004,  150 trader  accounts have been  certified and $300,000 has been
reclassified to intangible  assets and is being amortized over three years,  the
estimated life of the trader  accounts.  Amortization  of this intangible in the
first  quarter of 2004 and 2003 was $22,000 and $5,833,  respectively.  At March
31,  2004  accumulated  amortization  of this  intangible  totaled  $72,500  and
$10,833,  respectively. As of March 31, 2004 OTA has fulfilled the agreement and
no additional trader accounts are due.

9.   Convertible Bonds

     As of December  31,  2003 the  $1,500,000  offering  of 12% Senior  Secured
Convertible Bonds ("Bonds") was fully subscribed. The Bonds bear interest at 12%
per annum and are convertible  into the Company's  common stock at a rate of 50%
of the average market price of the stock for the ten days preceding  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 Company  calculated the beneficial  conversion feature embedded in the
Bonds in  accordance  with EITF 98-5 and EITF 00-27 and  recorded  $485,175 as a
debt discount. The debt discount is being amortized as interest expense over the
term of the Bonds.  Interest  expense  related to the  amortization  of the debt
discount  for the three months ended March 31, 2004 and 2003 was $57,765 and $0,
respectively.

     During the three months ended March 31, 2004,  $203,000 of Bonds  converted
into 989,664 shares of common stock and at March 31, 2004 Bonds payable  totaled
$462,116 net of unamortized debt discount of $49,884.

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 in
the quarters ended March 31, 2004 and 2003 as the exercise prices of the options

                                       11
<PAGE>

issued  equaled or exceeded  the fair  market  value of the stock on the date of
issuance. 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,  net loss and loss per share would have been  increased
as indicated below:

                                                         Three Months
                                                        Ended March 31,
                                                    ----------------------
                                                      2004          2003
                                                    ---------    ---------
   Net loss attributable to common shareholders,
        as reported                                 $(766,577)   $(573,166)
   Add:  Stock-based employee compensation
        expense included in reported net loss               -            -
   Deduct:  Stock-based employee compensation
        expense determined under fair value based
        method                                        (26,368)      (1,915)
                                                    ---------    ---------
   Pro forma net loss                               $(792,945)   $(575,081)
                                                    =========    =========

   Net loss per share
   As reported                                      $   (0.05)   $   (0.06)
                                                    =========    =========
   Pro forma                                        $   (0.05)   $   (0.06)
                                                    =========    =========

11.  Shareholders' Deficit

     During the first quarter of 2004 the Company issued 63,458 shares of common
stock (valued at $21,744  based on the fair value of the Company's  common stock
on the date of issuance) to  employees as  compensation,  holders of $203,000 of
convertible  bonds elected to convert their bonds into 989,664  shares of common
stock,  750,000  shares of common stock were issued for the purchase of LostView
Development  Corporation,  9,212 shares of common stock were issued as directors
fees  (valued at $3,501  based on the fair value of the  Company's  stock on the
date of issuance)  and $22,280 of accrued  interest and accrued  dividends  were
converted  into 99,195  shares of common  stock valued at $47,310 on the date of
issuance.  Since the fair  value of common  stock  issued for  accrued  interest
accrued  dividends was greater than the amount owed, a loss was recorded  during
the three months ended March 31, 2004 for the difference  which totaled $25,030.
Additionally,  538,178  shares of common  stock  were  issued  for  proceeds  of
approximately $175,000.

     During the first quarter of 2004, the Company also issued  5,851,833 shares
of common stock to settle pending issuances from 2003.

     During the first quarter of 2004,  the Company  granted  70,000  options to
employees and directors.  The options have an exercise price of $0.38, a term of
10 years and vest immediately.

12.  Payroll Tax Obligation

     The Company has an estimated  federal and state  payroll tax  obligation of
$255,589 at March 31, 2004. 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 for the first,  second and fourth  quarters of
2003 and the first  quarter of 2004 in  addition  to an  estimated  accrual  for
interest and penalties. There is no obligation outstanding for the third quarter
2003,  as these  taxes have been  submitted.  This amount is included in accrued
expenses and other liabilities in the accompanying consolidated balance sheets.

13.  Legal Proceedings

     The  Company and its  subsidiaries  are  engaged in legal  proceedings  and
arbitrations  from time to time.  Management  believes some of these proceedings
could have a material  effect upon the operations or financial  condition of the
Company if the Company is unsuccessful in defending against the actions.

                                       12
<PAGE>

     Company  Proceedings.  On June 24, 2003, in Sumner Group Inc. d/b/a Datamax
Office  Systems  Leasing  Division  v.  Rushmore   Financial  Group;  Cause  No.
CC-03-7400-b;  County Court at Law No. 2, Dallas County,  Texas, a former vendor
filed a claim in the  Dallas  County  Court  claiming  that we failed to pay for
services  rendered  on a  copier  in the  amount  of  $39,710.  We have  filed a
counterclaim  alleging  overcharges  and  improper  installation  of a  software
product causing us incalculable  harm. A jury trial is set for January 24, 2005.
We believe  the range of  possible  loss is up to  $55,000.  The Company has not
recorded a liability  for this matter as we intend to  vigorously  defend  these
allegations and believe the payment is not probable.

     On February 10, 2004, in Great Southern Life Insurance  Company v. Dewey M.
Moore, Jr. and Rushmore Insurance Services, Inc.; Cause No. CC-04-01666-C in the
County  Court at Law No. 3,  Dallas  County,  Texas,  a  provider  of  insurance
products for whom Rushmore Agency and D. M. Moore, Jr. acted as an agent,  filed
a claim in the Dallas County Court for overpaid commissions in excess of $70,000
plus  attorney's fees and interest.  Rushmore  Agency and D. M. Moore,  Jr. have
filed a response  disputing the claim,  and a non-jury trial is set for February
10, 2005.  We believe the range of possible  loss is up to $95,000.  The Company
has not recorded a liability for this matter as we intend to  vigorously  defend
these allegations and believe the payment is not probable.

     On March 18, 2004,  in  Citicapital  Technology  Finance,  Inc. v. Rushmore
Financial Group, Inc.; Cause No. 04-02267; 101st Judicial District Court, Dallas
County,  Texas,  a vendor filed a claim in the Dallas  District Court claiming a
total of $39,810 in delinquent  lease  payments,  plus  interest and  attorney's
fees,  and return of  equipment.  We dispute  the claims and plan to  vigorously
defend  ourselves in this matter.  A non-jury trial is set for April 5, 2005. At
September  30, 2004 and December 31, 2003 we estimated  our  liability  for this
claim to be approximately $16,000, and accordingly have recorded a liability for
this amount.

     RSC was subject to a joint NASD and SEC  examination  in the second quarter
of 2002. As a result of this  examination the Company has accrued a liability of
$25,000 at  September  30, 2004 and  December 31, 2003 to account for a possible
NASD fine. This is management's best estimate of the ultimate liability to RSC.

     RSC Proceedings.  In May 2003, in Watson, et al. v. Rushmore Securities, et
al., a former  securities  account  customer  of RSC filed for NASD  arbitration
against his former account representative,  the account representative's account
manager,  their  local  office  and  their  successor  brokerage,  claiming  the
investments were unsuitable and speculative and that their accounts decreased in
value by  $125,000.  This  matter was  settled in the first  quarter of 2004 for
$5,000.

      In May 2003, in Jaffy v. Rushmore  Securities,  et al. a former securities
account  customer of RSC filed for NASD  arbitration  against her former account
representative  and their  successor  brokerage firm claiming their  investments
were unsuitable,  speculative,  negligent,  grossly negligent and with negligent
supervision. The complaint was settled in March 2004 for $1,500.

     RSC was subject to a joint NASD and SEC  examination  in the second quarter
of 2002. As a result of this  examination the Company has accrued a liability of
$25,000 at March 31, 2004 and December  31, 2003 to account for a possible  NASD
fine. This is management's best estimate of the ultimate liability to RSC.

     In the second quarter of 2004, we terminated the following  matters,  which
were disclosed in the second quarter 10QSB filed on August 17, 2004:

          1.   Eichhof, et al. v. Rushmore Securities Corporation;  NASD Dispute
               Resolution Arbitration No. 02-07677;
          2.   E.F. (Mickey) Long, II, et al. v. Rushmore Financial Group, Inc.,
               Rushmore Securities Corporation and D.M. "Rusty" Moore;
          3.   William E. McMahon v. Rushmore  Securities  Corporation,  Chicago
               Investment Group, LLC, et al.

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

1.   Recent Developments

     We have taken  several steps to increase cash through the use of borrowings
and equity.  In February 2004, we commenced a private  placement of common stock
to raise  operating  capital.  The  offering  closed in March 2004,  and we sold
538,178  shares at an average price of $0.32 per share for total net proceeds of
approximately  $175,000.  Subsequent  to the end of the  quarter,  approximately
$128,000 was received  under this placement for 401,666 shares that were sold to
subscribers  at an  average  price of $0.32,  for  total  offering  proceeds  of
$303,000.

                                       13
<PAGE>

     On May 4, 2004, we filed with the Securities and Exchange  Commission  (the
"Commission")  a  Registration   Statement  on  Form  SB-2,  together  with  all
amendments,  schedules and exhibits thereto,  pursuant to the Securities Act for
the purpose of raising  additional  capital.  We retained the services of Invest
Linc Securities, LLC (the "Placement Agent"), to offer and sell our common stock
on a "best  efforts"  basis  which is  contingent  upon the sale of a minimum of
1,000,000  shares of our  common  stock and up to a maximum of  11,000,000.  The
offering was withdrawn on September 28, 2004 without raising any funds.

     Effective  February 27, 2004 we acquired LostView  Development  Corporation
("LostView").  LostView is a financial  technology and web  development  company
providing  professional  software  development  services for online  trading and
document  management systems. We expect to benefit from the addition of LostView
in several ways. By utilizing  LostView's  resources,  our software  development
capabilities  will  increase,  accelerating  our  options  and  futures  trading
development.  We will also be  better  positioned  to  quickly  add new  product
enhancements,  including  the ability to capture  market data  directly from the
financial exchanges.  Moreover, we will gain additional levels of redundancy and
fault  tolerance  for  our  products  and  services.  Under  the  terms  of  the
acquisition  agreement,  up to 1,500,000  shares of our restricted  common stock
will be issued,  depending  on various  contingencies,  in exchange  for 100% of
LostView's outstanding common stock and intellectual property assets. LostView's
existing and ongoing  development  contracts and business  relationships will be
evaluated  in  light  of our own  development  plan.  We will  also  retain  key
employees of  LostView,  bringing  valuable  experience  in real-time  financial
software development, market data collection and distribution.

     The consideration for the purchase of LostView has been valued at $337,500,
based on the fair  value of the stock  issued on the date of the  purchase.  The
contingent  consideration  will be recorded when the contingency is resolved and
the consideration is transferred.  This will result in an additional  element of
the cost of the acquired  entity and will be valued using the current fair value
of the stock  issued.  The  results of  operations  of the  acquired  entity are
included in the  consolidated  operations  of the Company  from the  acquisition
date.

2.   RushTrade and RushGroup Business Summary

Overview

     Rush Financial Technologies,  Inc., dba RushTrade Group ("RSHF," "RushTrade
Group" or  "Rush")  is a holding  company  that  operates  through  two  primary
subsidiaries.  We are a Texas corporation  formed in September 1990,  commencing
operations in March 1991 as Rushmore Capital Corporation. In 1997 we changed our
name to Rushmore  Financial Group,  Inc., and on January 26, 2004 to our current
name.

     RushGroup   Technologies,   Inc.,  our  financial  technology   development
subsidiary,  develops and operates  proprietary  real-time portfolio  management
software  products,  order  management  systems,  direct access trading software
applications  and  data  services  center.  Utilizing  a number  of  proprietary
technologies  and its exclusive DART,  RushGroup  offers  real-time  market data
platforms  and  direct  access  products  to meet  the  needs of  active  online
investors,  semi-professional  traders and institutional  portfolio managers and
traders.

     RushTrade Securities, Inc., a wholly-owned subsidiary and a fully disclosed
introducing  broker/dealer  and member of NASD and SIPC,  offers  securities and
online brokerage services to its retail customers utilizing RushGroup's software
products.  RushTrade customer trades are cleared through,  and customer accounts
are held at, Penson Financial  Services,  Inc. RushTrade is registered in all 50
U.S. states and accepts customers from most foreign countries. Customer accounts
are  self-directed,  and  RushTrade  does  not  provide  advice  or  make  trade
recommendations.

Products

     We develop and support software  applications for active on-line  investors
who trade in the stock market. We offer three platforms: RushTrade Direct Pro--a
"Level  II"   software-based   product,   RushTrade  Direct  Plus--a  "Level  I"
software-based   platform,  and  RushTrade  Direct--a  "Level  I"  browser-based
product.

                                       14
<PAGE>

     Level I access systems  provide current inside market  quotations,  highest
bid price and lowest  offer  price that make up the best  available  price.  Our
Level  II  system  provides  this  same  service,  as  well as  detailed  quotes
(including  each Market  Maker and ECN  posting bid and ask and other  real-time
market data), and the most recently executed trades (including the size and time
of the transactions). Our trading platforms provide customers and licensees with
real-time quotes and charts,  fast and reliable access to various  markets,  and
many other advanced decision support tools and portfolio management tools.

     Using our products,  we believe that customers purchasing or selling shares
of stock receive the best possible  price,  because  orders are sent directly to
the  particular  Exchange  or ECN in most cases  offering  the best price on any
particular stock at any given time. In contrast,  most of the traditional online
brokerage firms process customer orders through standard  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  increase
the customers' price, and inhibit speed and quality of execution.

     RushTrade  Direct  Pro  meets  the  demands  of more  sophisticated  online
investors  and  semi-professional   traders  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,  advanced  charting,  time  and  sales,  research  and
RushTrade's   proprietary  DART.  Registered   securities   representatives  are
available by telephone to provide customer service.

     The technological  advancements made in RushTrade Direct Pro constitute the
third generation 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.  We believe that  RushTrade's  Level II product user
interface is designed to be much more efficient and "user friendly" than that of
the competition.

     RushTrade   Direct  Pro  software  can  be  downloaded  with  less  than  a
1.6-megabyte  requirement  versus 10 to 15  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, we believe that
RushTrade  Direct Pro is one of the only Level II software  applications  of its
kind that will operate effectively with as little as a 56K dial up connection.

     While  improving  upon  the user  interface,  we  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.

     RushTrade Direct Pro features include:

     o    User defined alarms and screen alerts
     o    Streaming, real-time Level II quotes
     o    Direct access order routing utilizing DART
     o    Conditional Orders, i.e., Trailing Stops, Make Best, etc.
     o    Powerful  charting  package  including  intra-day charts with numerous
          advanced studies
     o    3G Board View (Watch list)
     o    Real-time news available
     o    A listing of several market indices with quotes
     o    Multiple Level II books
     o    Customizable tickers
     o    Real-time portfolio and account balances
     o    Multiple account and sub-account management
     o    Advanced order management and automated trading features
     o    Customizable hot key setup
     o    Time and sales studies

     RushTrade Direct Plus is the newest member of our family of products. It is
a hybrid of the Direct Pro and Direct platforms,  is available without a monthly
software fee, and was developed for the active trader that needs streaming Level
I data,  advanced charting,  real-time news and other functions available on the
Direct Pro  platform.  RushTrade  Direct  Plus  clients  have access to the same
customer service support that RushTrade Direct Pro users receive.

                                       15
<PAGE>

     RushTrade Direct Plus features include:

     o    Streaming Level I data
     o    Advanced order execution
     o    User defined alarms and screen alerts
     o    Powerful  charting  package  including  intra-day charts with numerous
          advanced studies
     o    3G Board View (a customizable watch list for up to 30 securities)
     o    Real-time news

     RushTrade  Direct  fulfills  the needs of online  investors  by  delivering
real-time quotes and aggregated  information from third party providers combined
with RushTrade's DART. RushTrade Direct clients have access to the same customer
service  support that RushTrade  Direct Pro users receive.  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    Most active, % losers, % gainers
     o    News headlines by symbol and by industry
     o    Company and symbol lookup
     o    Market summary
     o    Online direct access order execution
     o    A listing of several market indices with quotes

Customers

     We market our products and services to the general  public via the Internet
and other media.  According to Bear Stearns & Co.,  Inc., the retail user market
is  estimated  at 20  million  and grew by 20% in 2001 and 8% in 2002  (during a
period of market decline).  Our target is the active traders in this market, who
we believe offer the greatest  profit  potential.  Since September 2002, when we
began opening  accounts in RushTrade,  until  December 2003, we have added 1,272
customer  accounts.  We are not  dependent  upon  any one  customer  or group of
customers. Our average customer account has a net asset value as of December 31,
2003 of  approximately  $30,600  and makes an average of more than 12 trades per
month.

     Our second target group of customers is expected to be persons and firms to
license  versions of  RushGroup  software,  which is still in  development.  See
"Growth Strategy" on page 17.

     RushTrade's  marketing and sales efforts are currently  underway to acquire
new  active  trader/customer   accounts  that  are  expected  to  generate  both
subscription-based and transaction-based  revenue. RushTrade believes it has the
low cost  operational  infrastructure  and a relatively  low  threshold to reach
profitability in the near future.  Since December 2002, we have begun hiring new
sales  representatives  to  produce  new  customer  accounts  from  sales  leads
generated  from our  Internet  advertising.  We  believe we have  embarked  on a
successful  marketing strategy to generate the necessary active  trader/customer
accounts  to  capture  customer  assets  with  trade  volumes  that can  produce
increased  revenues.  There can be no assurances that these steps will result in
our being able to settle our  liabilities  they  become  due, or that we will be
able to generate  revenues or cash flows from  financings  sufficient to support
our operations in the short term.

Technology

     DART is a proprietary smart order routing technology that provides advanced
direct  access  trading  capabilities  to  online  investors.  DART is  directly
connected to multiple  Exchanges and Electronic  Communication  Networks (ECNs),
allowing customers,  in most cases, 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.

                                       16
<PAGE>

     These market participants include:

     o     Nasdaq SuperMontage(TM)System
     o     ISI with connection to the NYSE SuperDOT
     o     ABN Amro
     o     Archipelago ECN
     o     Instinet/Island ECN
     o     BRUT ECN
     o     Globe NET ECN
     o     Crown Financial
     o     NITE Trading Group
     o     TRAC ECN

     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  participant  in a
fraction of a second. DART continues to send the order until it is completed.

Market Opportunities

     Demographic shifts and new technologies always drive change, and electronic
brokerage,  electronic  clearing and  electronic  order matching is changing the
retail  brokerage  and  institutional  trading  industry.  In  addition,  recent
regulatory  actions  are  opening  up new  opportunities  for our  products  and
services.  Various regulatory agencies are requiring changes in long established
practices, such as "payment-for-order-flow" between market makers, "soft dollar"
arrangements  to  trading  firms in  exchange  for  research  coverage  and more
recently, Mutual Fund managers' after-market hours trading practices. We believe
the dominant  market leaders can no longer rely on those  industry  practices to
justify the higher rates they generally obtained from their clients.  We believe
we are  positioning  ourselves to benefit from the convergence of these industry
trends in the  midst of all the  regulatory  changes  because  of our  efficient
proprietary product design and our low cost scalable system. We believe that new
technologies have begun to erode the dominance previously enjoyed by a few large
players  such as  Bloomberg,  ILX/Thompson  and  Reuters  and  that  new  market
opportunities  have opened up for new  providers,  like  RushGroup  who can more
efficiently and cost- effectively  deliver  financial tools and information.  We
believe that  RushTrade  will be able to capitalize  on this market  opportunity
with  our  easy-to-use,  multi-product  offering  and our low  cost  operational
infrastructure  and therefore can position RushTrade as a low cost leader in the
direct access market.

     Online trading remains a dynamic force today representing over 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 U.S.  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.  The more active,
self-directed  traders, also known as semi-professional  traders or day traders,
accounted for 83% of this trading volume.  The institutional  market consists of
proprietary and institutional  trading firms, hedge funds, mutual fund and other
private portfolio managers, banks, other financial institutions, broker/dealers,
market data vendors and media content providers.

     According to Active Trader,  an industry  magazine,  many industry  experts
expect  direct-access to become an increasingly large part of trading operations
and hedge  funds in the U.S.  and abroad and  continue  to  dominate  retail day
trading with order volumes to increase over the next few years.  We believe that
our market  opportunity can be maximized by our multi-product  offering with its
superior  functionality and ease of use; a low cost operational  infrastructure;
and a motivated and effective customer service support team to address receptive
markets in both retail direct  access online space as well as the  institutional
market.

Growth Strategy

     We have two core businesses with two primary  channels of distribution  for
our  products  and  services.  Currently  driving our revenue  growth is our new
generation,  direct-access broker/dealer subsidiary, RushTrade Securities, Inc.,
an NASD and SIPC member that is registered in all 50 U.S. states and accepts new
customers from most foreign countries. RushTrade does not provide advice or make
trade recommendations,  all accounts are self-directed and customers meet strict
suitability requirements.

                                       17
<PAGE>
<TABLE>
<CAPTION>

     We are  executing  a low cost  "guerrilla"  sales  and  Internet  marketing
strategy in addition to our strategic  alliances  that are  producing  sustained
rates of sales growth.  This strategy employs,  among other things, the use of a
targeted keyword search Internet advertising program,  with a timing strategy to
maximize  its  effectiveness  that is,  we  believe,  more cost  efficient  than
traditional  advertising  programs.  In addition, we have received the exclusive
endorsement of Steve  Crowley's  nationally  syndicated  American Scene Business
Talk Radio,  which has been heard live daily in over 75 major  markets from over
250 radio stations  across the USA.  Through our Internet  advertising,  we have
been seen on Google,  CBS Market Watch,  Big Charts,  Kiplinger,  CNN.com,  MSN,
C/Net, Ask Jeeves,  Elite Trader, Info Space, AOL, Alta Vista and Yahoo Finance.
Visits to our web domains, www.daytrade.com and www.rushtrade.com,  have created
a growing web traffic that generates most of our current sales leads. We believe
that we can position  ourselves as a low cost leader in the retail direct access
market as we prepare to launch our products  and  services in the  institutional
marketplace.

     Our sales and marketing  efforts are  beginning to show results.  Since the
release  of the  RushTrade  products  in late  2002  RushTrade  has  experienced
substantial quarter to quarter increases in new accounts, share/trade volume and
customer account assets.

     The number of RushTrade customer accounts and corresponding customer assets
has grown as follows:

               Total     Securities       Cash         Total        Margin         Total
    Date     Accounts       Value        Balance       Assets        Debt          Equity
 -------------------------------------------------------------------------------------------
<S>          <C>        <C>           <C>           <C>            <C>          <C>
   9/30/02       95     $ 1,492,474   $1,671,317     $3,163,790      $(27,651)  $3,136,139
  12/31/02      140       4,335,121    1,984,429      6,319,549      (318,152)   6,001,397
   1/31/03      190       5,608,639    4,501,291     10,109,930      (829,355)   9,280,575
   2/28/03      225      10,415,611    5,188,474     15,604,085    (1,426,446)  14,177,639
   3/31/03      301      11,552,613    4,803,235     16,355,848    (1,169,472)  15,186,375
   4/30/03      421      14,054,217    6,765,568     20,820,086    (1,169,472)  19,351,607
   5/31/03      522      15,434,623    8,304,606     23,739,229    (1,799,998)  21,939,231
   6/30/03      636      18,794,159    9,141,242     27,935,402    (2,598,923)  25,336,479
   7/31/03      751      20,419,951    9,993,480     30,413,430    (2,701,092)  27,712,338
   8/31/03      856      22,312,506   10,612,005     32,924,511    (3,148,393)  29,776,118
   9/30/03     1,001     20,740,815   10,992,947     31,733,762    (2,075,382)  29,658,382
  10/31/03     1,116     21,590,111   11,396,924     32,987,035    (1,261,640)  31,725,398
  11/30/03     1,185     23,325,859   12,693,979     36,019,838    (1,467,801)  34,552,041
  12/31/03     1,272     27,818,441   12,940,421     40,758,862    (1,811,751)  38,947,116
   1/31/04     1,465     28,824,596   14,083,292     42,907,889    (2,090,120)  40,817,774
   2/29/04     1,630     31,161,088   13,797,508     44,958,596    (2,327,977)  42,630,627
   3/30/04     1,798     31,222,653   16,627,495     47,850,149    (2,342,976)  45,507,172

</TABLE>

     The following table shows the 2003 and through March 2004 activity level of
the RushTrade Securities, Inc. customer base:

                  For the            Number            Number
                  Month of          of Trades        of Shares
               ---------------     -----------     ------------
               January 2003             3,414        3,596,532
               February 2003            3,851        3,583,894
               March 2003               4,521        3,039,325
               April 2003               7,019        4,242,451
               May 2003                 8,178       10,029,062
               June 2003               11,054        8,772,640
               July 2003               10,839       11,632,790
               August 2003             10,112       12,672,975
               September 2003          13,315       32,177,054
               October 2003            15,700       39,072,872
               November 2003           14,746       54,738,776
               December 2003           16,311       47,055,892
               January 2004            18,362       69,948,879
               February 2004           16,270       46,033,738
               March 2004              20,307       78,024,289


                                       18
<PAGE>

     Later in 2004,  we  expect  RushGroup  to begin to  produce  an  additional
revenue stream by licensing  versions of the RushGroup  Software products and by
providing  real-time  financial  data  services  to other  brokerage  firms  and
financial institutions.  RushGroup plans to offer to the institutional market, a
$14 billion industry,  a new-age platform that is efficient,  complete and price
competitive.  As the industry  consolidates  both vendors and costs,  we believe
that we can position  ourselves to obtain market share from the current industry
leaders through aggressive marketing,  competitive pricing, flexible deployment,
strategic alliances, efficient delivery and creative consolidation.

Financial Highlights

     With the launch of the  RushTrade  products  in the third  quarter of 2002,
RushTrade  began a marketing  effort to acquire new customer  accounts.  Despite
limited funds for advertising and marketing personnel,  RushTrade has grown from
a total of 95 customer  accounts at September 30, 2002 to a total of 1775 at the
end of the current  period,  representing a compound annual growth rate ("CAGR")
of  251%  in  customer   accounts.   Total  customer   assets  have  grown  from
approximately  $3,100,000 to over $47,000,000 in the same period, an increase of
over 1400%.  Trades  executed have grown from less than 3,500 in January 2003 to
over 20,000 in March 2004, an increase of 471%.

     Acceptance  of  the  RushTrade  trading  platforms,  as  evidenced  by  the
increases,  is the primary factor behind revenue growth from only $34,000 in the
third  quarter of 2002 to over  $519,000  in the  current  period,  a  quarterly
revenue growth at a CAGR of 228%.  RushTrade's  clearing costs,  including third
party clearing fees,  exchange fees and ECN order routing fees,  averaged 30% in
the current period giving RushTrade a gross operating margin of 70%.

     Continued growth of customer accounts,  customer assets and customer trades
are  necessary to drive  revenue  increases  and coupled with the current  gross
margins,  should  enable the  Company to become  cash flow  positive in the near
term.

3.   Results of Operations

Three Months Ended March 31, 2004 and 2003:

Revenues

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

                                       Three Months Ended March 31,
                                   ------------------------------------
               Revenue                    2004                2003
        -----------------------    ----------------    ----------------
        Investment Services          $     528,991       $     173,798
        Software Services                   44,790                   -
        Corporate                                -                   -
                                   ----------------    ----------------
                   Total             $     573,781       $     173,798
                                   ================    ================

     Total revenue for the first quarter increased $399,983,  or 230%, from 2003
to 2004. This increase  reflects the additional  Software  Services revenue from
the LostView  acquisition,  and reflects the increased  revenue from 1,775 total
customer accounts in the RushTrade  business unit in 2004 compared to 301 in the
same period of 2003.

     Investment Services revenue increased $355,193, or 204%, from 2003 to 2004.
The increase in revenue is primarily  due to our efforts to  concentrate  on the
continued  development,  launch and  marketing of the  RushTrade  direct  access
on-line  trading system.  The RushTrade  business unit continues to show revenue
growth from quarter to quarter.  For the quarter ending March 31, 2003 RushTrade
revenue  was  $95,925  compared  to  $519,018  for the same  period in 2004,  an
increase of $423,093 or 441%. The current period revenue increased $108,815 over
the quarter ending December 31, 2003, where RushTrade  revenue was $420,176,  an
increase of almost 26%. We expect  revenues from the RushTrade  business unit to
continue to increase during the remainder of 2004. However, RushTrade, like most
broker/dealers, is dependent on the overall activity in the United States equity
markets. RushTrade will continue to devote resources toward marketing its online
trading  platforms  and  increasing  the overall  customer  base,  which  should
continue to drive increases in trade volumes and revenues.

                                       19
<PAGE>

     RushGroup   Technologies,   Inc.,  our  financial  technology   development
subsidiary,  had revenue of $44,790,  an increase of $44,790  from 2003 to 2004.
The increase is due to the  acquisition  of LostView and its related  sources of
revenue.  When we launched the RushTrade  business  model and began our software
development  project in 2000, the intent was to develop for our own  proprietary
internal  use, a  software-trading  platform  for the  purpose  of  opening  new
customer accounts subscribing to the RushTrade software and making self-directed
trades.  However, as the RushTrade software applications  developed,  management
identified  other  opportunities  available  in the  marketplace  to  derive  an
additional  revenue stream from sale or licensing of "private label" versions of
the software to other users.  From this came the  introduction  of the RushGroup
software services business model.

     RushTrade began to add direct access online accounts in mid to late 2002 as
we moved  from  beta  test to  product  launch.  From  the  date of our  initial
marketing  efforts  through  year-end 2003 the  RushTrade  software has produced
total  revenue of  $1,170,610.  For the first quarter 2004 revenue was $462,915.
First quarter  revenue is almost 44% of the total  revenue  received in 2003. If
first  quarter  revenue were  annualized,  2004 revenue  would be  approximately
$1,850,000 without additional growth. Because of the intercompany  relationship,
RushGroup is not charging  RushTrade the software  license fees that it would an
unrelated  third  party.  Nonetheless,  the  RushTrade  revenues  are  a  direct
consequence  of the  RushGroup  software  asset  and we  believe  have more than
validated the asset value we carry on our balance sheet.

     Although the RushGroup  software products are not yet ready for deployment,
the additional  revenue stream from RushGroup that management expects to develop
in the future is for the sale and  licensing of the software to unrelated  third
party  entities.  We have had contact with several  institutions  and brokerages
about the licensing  potential of various software components or applications of
the RushTrade  platforms when they are ready for deployment.  While there remain
additional development  requirements,  and we continue to enhance and strengthen
our  various  software  applications,   management  expects  RushGroup  software
services and licensing potential to be a new source of revenue in the future.

Expenses

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

                                     Three Months Ended March 31,
                                  ---------------------------------
               Expense                 2004               2003
        ----------------------    --------------    ---------------
        Investment Services         $   472,010       $    333,426
        Software Services               442,548            172,911
        Corporate                       410,378            223,067
                                  --------------    ---------------
                   Total            $ 1,324,936       $    729,404
                                  ==============    ===============

     Total  expenses  increased  $595,532 or 82%, from 2003 to 2004.  Investment
Services  expenses  increased  42%,  or  $138,584,  Software  Services  expenses
increased $269,637, or 156%, and Corporate expenses increased 84%, or $187,311.

     Investment Services expenses increased $138,584, or 42%, from 2003 to 2004.
In general  this is  attributable  to the  increase in  marketing  related  cost
associated with the new RushTrade business model and the increase in transaction
based  expenses.  In 2003  advertising  cost related to the  acquisition  of new
RushTrade customer accounts was approximately $8,000 compared to over $90,000 in
2004,  an  increase  of  $82,000.  From 2003 to 2004,  transactions  based  cost
increased due to the increase in shares traded from approximately  10,000,000 to
over 220,000,000. We are continuing to execute our business plan and accordingly
we expect the number of  employees  focused on sales,  marketing,  and  business
development  activities  to  increase  in future  periods  which  would cause an
increase in the related compensation and benefits expenses. We do not anticipate
a  proportionate  increase in the number of  administrative  personnel.  We will
continue  to  tightly  control  costs and  expenses  and limit  expenditures  to
necessary  items  to  support  the  addition  of  sales  and  sales   resources.
Discontinuing retail sales, RSC and Rushmore Insurance Services,  has caused our
revenue from this source to continue  its  decline.  Retail sales for the period
ending  March 31,  2004 was  $10,048  compared to $76,751 for the same period in
2003, and $1,423,147 in 2002. We expect residual  revenue to continue to decline
as the underlying revenue-producing stream continues to deplete.

                                       20
<PAGE>

     Software Services expenses increased 156% or $269,637 from 2003 to 2004. As
the business unit transitioned  from development stage to the  implementation of
the products through the RushTrade business unit it became necessary to increase
the  infrastructure  supporting the products.  Among the major  increases was an
increase in payroll of  approximately  $130,000,  $15,500 in subscription  fees,
$35,000 in quotation  services,  $4,000 in general  office  expenses,  $7,500 in
stock-based  compensation,  and an increase in data line costs of $45,000, which
includes the  incorporation of LostView  Development into this business unit. As
overall  market  activity and acceptance of the products  increases,  costs will
continue to increase.

     Corporate expenses increased  $187,311,  or 84%, from 2003 to 2004. In part
this is due to an  increase in  amortization  of deferred  financing  fee,  debt
discount and intangibles of $93,000, cost related to the shareholders meeting of
$32,000,  an  increase  in  accounting  fees of  $15,000,  an  increase in legal
expenses of $37,000 and an increase in payroll of $26,000.

     We have an estimated  federal and state payroll tax  obligation of $255,589
at March 31, 2004. We have  estimated  this  obligation to be the amounts of tax
withheld from employees and the employer  portion of Social Security Federal Tax
Obligation  for the first,  second and fourth  quarters of 2003,  along with the
first  quarter of 2004 in addition to an  estimated  accrual  for  interest  and
penalties.  There is no obligation  for the third  quarter,  as these taxes have
been  submitted.   This  amount  is  included  in  accrued  expenses  and  other
liabilities in the accompanying consolidated balance sheets.

Net loss

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

                                        Three Months Ended March 31,
                                    ------------------------------------
           Net Income (Loss)              2004                2003
        ------------------------    ----------------    ----------------
        Investment Services           $      56,981       $    (149,975)
        Software Services                  (397,758)           (172,911)
        Corporate                          (410,378)           (232,720)
                                    ----------------    ----------------
                   Total              $    (751,155)      $    (555,606)
                                    ================    ================

Net losses increased $195,549,  or 35%, from 2003 to 2004. The net income (loss)
from Investment  Services increased from a loss of $149,975 to income of $56,981
or 138% from 2003 to 2004.  This in part is a reflection of the margins  offered
by the direct access online business model. Software Services net loss increased
$224,847,  or 130% from  2003 to 2004.  This is due in part to the  increase  in
infrastructure  to support the  increased  activity  levels.  Corporate net loss
increased  from  $232,720 to $410,378.  The increase in Corporate net loss is in
part due to the Company's loss on the  settlement of liabilities of $25,030,  an
increase of $15,000 in accounting fees, $32,000 for the shareholder meeting held
on January 26, 2004, $37,000 in legal expenses, and the amortization of deferred
financing fee, debt discount and intangibles totaling $93,418.

Liquidity

    Cash Flows from Operating Activities - We had a net loss of $751,155 for the
quarter  ended March 31, 2004.  This amount was  adjusted for non-cash  expenses
totaling  $330,085,  as well as an increase  in accrued  expenses  and  accounts
payable of $240,075 and offset by an increase in accounts  receivable  and other
assets of $22,827; thus yielding a net cash flow used in operating activities of
$203,822.  Although our net loss in the quarter  ending March 31, 2004 increased
$195,549  from the same quarter in 2003,  we believe that we should be cash flow
positive  in the fourth  quarter  of 2004.  We believe  that as we  continue  to
execute our  business  plan and if we are able to maintain  our current  revenue
growth rate, we have the necessary  infrastructure  to support customer accounts
that will enable us to become cash flow positive in the fourth  quarter of 2004.
Our operating  margins are such that with current revenue growth we will be able
to meet fixed  costs and our current  customer  support  levels  will  support a
profitable operation.

     We had a net loss of $555,606 for the quarter  ended March 31,  2003.  This
amount was adjusted  for  non-cash  expenses  totaling  $200,681,  as well as an
increase in  receivables of $5,092 offset by a decrease in prepaids and deposits
of $52,817 and an increase in accounts payable and accrued expenses of $116,937;
thus yielding a net cash flow used in operating activities of $190,263.

                                       21
<PAGE>

     Cash  Flows  From  Investing  Activities  - Cash  flow  used  in  investing
activities  during  the  quarter  ended  March  31,  2004  was  $31,250,  due to
capitalizing $30,018 in development costs related to the RushTrade direct access
software,  purchasing  various fixed assets for $5,678 and from cash acquired in
the acquisition of LostView totaling $4,446.

     Cash flow used in investing  activities  during the quarter ended March 31,
2003 was $26,814,  due to capitalizing  $26,814 in development  costs related to
the RushTrade direct access software Back Office Management Tool.

     Cash Flows from  Financing  Activities - During the quarter ended March 31,
2004, we raised $175,000 from the sale of common stock, $43,000 from the sale of
the Bonds and paid $5,065 as payments on notes.

     During the quarter ended March 31, 2003, we raised $65,000 from the sale of
12% Senior  Secured  Convertible  Bonds and had advances  from  related  parties
totaling $95,000. We also had an increase in its bank overdraft of $6,327 during
the first quarter of 2003.  These  increases were off set by repayments of notes
payable totaling $7,375.

     The accompanying  financial  statements have been prepared assuming that we
will  continue as a going  concern.  At March 31,  2004,  we had  $2,590,336  in
current liabilities,  and current assets of $285,442. Also, we had net losses of
$2,475,947 in 2003 and  $3,131,636 in 2002, and $751,155 in the first quarter of
2004.  Although  we  believe  that we will be able  to  continue  to  raise  the
necessary  funds  until we reach a  sustainable  level of  profitability,  these
matters  raise  substantial  doubt  about our  ability  to  continue  as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

     We have received  minimal revenue from licensing our software  products and
services to outside  entities and do not expect any  additional  revenues  above
current levels during 2004.  Due to our lack of resources,  we have been limited
to only preliminary  marketing efforts.  If we are unable to successfully market
our products to outside  entities it will severely  restrict our revenue growth,
profitability and liquidity, and could impact our ability to continue as a going
concern.

     We are presently engaged in several legal proceedings, more fully described
on page 24,  which could have an adverse  effect on our ability to continue as a
going concern if the outcomes are  unfavorable.  The  outstanding  claims are in
excess of $1,050,000. We would be unable to pay the claims in total in the short
term.

     We have been  unable to meet many of our  obligations  as they have  become
due. We have two convertible notes due to a related party that are past due. The
convertible  notes were  convertible into the Bonds at the option of the holder.
The  holder  failed to  exercise  his  conversion  and the Bonds are  completely
subscribed. We are in discussion with the holder to repay, and we have agreed to
repay this note. Failure to negotiate repayment or conversion on terms favorable
to us will severely and adversely affect our liquidity.

     We have identified vendors that are critical to our day-to-day  operations.
For those we have  attempted to pay for their  services  within ninety days, and
for  RushTrade  within  45 days.  If we are  unable  to  maintain  this  payment
schedule,  we risk  losing  valuable  services  that could  limit our ability to
service new and existing  customers.  This could severely restrict our continued
revenue growth and prevent us from reaching profitability.

     There is a large group of vendors, not affecting our day-to-day operations,
which have not been paid and are  severely  past due. If these  vendors  were to
initiate  legal  proceedings,  it would  divert  our  attention  from day to day
operations  and  require  an  allocation  of  resources  to defend the action or
attempt to settle these obligations.

     We have  made it a  priority  to pay for goods and  services  necessary  to
operate our  business in a timely  manner.  When we have been able to  negotiate
settlements  on past due  obligations  on terms  that we have  determined  to be
favorable to us, we have made it a priority to pay those.  We have not made it a
priority to make payments to related parties.

                                       22
<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.


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 it 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.


                                       23
<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     The  Company and its  subsidiaries  are  engaged in legal  proceedings  and
arbitrations  from time to time.  Management  believes some of these proceedings
could have a material  effect upon the operations or financial  condition of the
Company if the Company is unsuccessful in defending against the actions.

     Company  Proceedings.  On June 24, 2003, in Sumner Group Inc. d/b/a Datamax
Office  Systems  Leasing  Division  v.  Rushmore   Financial  Group;  Cause  No.
CC-03-7400-b;  County Court at Law No. 2, Dallas County,  Texas, a former vendor
filed a claim in the  Dallas  County  Court  claiming  that we failed to pay for
services  rendered  on a  copier  in the  amount  of  $39,710.  We have  filed a
counterclaim  alleging  overcharges  and  improper  installation  of a  software
product causing us incalculable  harm. A jury trial is set for January 24, 2005.
We believe  the range of  possible  loss is up to  $55,000.  The Company has not
recorded a liability  for this matter as we intend to  vigorously  defend  these
allegations and believe the payment is not probable.

     On February 10, 2004, in Great Southern Life Insurance  Company v. Dewey M.
Moore, Jr. and Rushmore Insurance Services, Inc.; Cause No. CC-04-01666-C in the
County  Court at Law No. 3,  Dallas  County,  Texas,  a  provider  of  insurance
products for whom Rushmore Agency and D. M. Moore, Jr. acted as an agent,  filed
a claim in the Dallas County Court for overpaid commissions in excess of $70,000
plus  attorney's fees and interest.  Rushmore  Agency and D. M. Moore,  Jr. have
filed a response  disputing the claim,  and a non-jury trial is set for February
10, 2005.  We believe the range of possible  loss is up to $95,000.  The Company
has not recorded a liability for this matter as we intend to  vigorously  defend
these allegations and believe the payment is not probable.

     On March 18, 2004,  in  Citicapital  Technology  Finance,  Inc. v. Rushmore
Financial Group, Inc.; Cause No. 04-02267; 101st Judicial District Court, Dallas
County,  Texas,  a vendor filed a claim in the Dallas  District Court claiming a
total of $39,810 in delinquent  lease  payments,  plus  interest and  attorney's
fees,  and return of  equipment.  We dispute  the claims and plan to  vigorously
defend  ourselves in this matter.  A non-jury trial is set for April 5, 2005. At
September  30, 2004 and December 31, 2003 we estimated  our  liability  for this
claim to be approximately $16,000, and accordingly have recorded a liability for
this amount.

     RSC was subject to a joint NASD and SEC  examination  in the second quarter
of 2002. As a result of this  examination the Company has accrued a liability of
$25,000 at  September  30, 2004 and  December 31, 2003 to account for a possible
NASD fine. This is management's best estimate of the ultimate liability to RSC.

     RSC Proceedings.  In May 2003, in Watson, et al. v. Rushmore Securities, et
al., a former  securities  account  customer  of RSC filed for NASD  arbitration
against his former account representative,  the account representative's account
manager,  their  local  office  and  their  successor  brokerage,  claiming  the
investments were unsuitable and speculative and that their accounts decreased in
value by  $125,000.  This  matter was  settled in the first  quarter of 2004 for
$5,000.

      In May 2003, in Jaffy v. Rushmore  Securities,  et al. a former securities
account  customer of RSC filed for NASD  arbitration  against her former account
representative  and their  successor  brokerage firm claiming their  investments
were unsuitable,  speculative,  negligent,  grossly negligent and with negligent
supervision. The complaint was settled in March 2004 for $1,500.

                                       24
<PAGE>

     RSC was subject to a joint NASD and SEC  examination  in the second quarter
of 2002. As a result of this  examination the Company has accrued a liability of
$25,000 at March 31, 2004 and December  31, 2003 to account for a possible  NASD
fine. This is management's best estimate of the ultimate liability to RSC.

     In the second quarter of 2004, we terminated the following  matters,  which
were disclosed in the second quarter 10QSB filed on August 17, 2004:

          1.   Eichhof, et al. v. Rushmore Securities Corporation;  NASD Dispute
               Resolution Arbitration No. 02-07677;
          2.   E.F. (Mickey) Long, II, et al. v. Rushmore Financial Group, Inc.,
               Rushmore Securities Corporation and D.M. "Rusty" Moore;
          3.   William E. McMahon v. Rushmore  Securities  Corporation,  Chicago
               Investment Group, LLC, et al.

Item 2.  Changes in Securities and Use of Proceeds

     During the first quarter of 2004 the Company issued 63,458 shares of common
stock (valued at $21,744  based on the fair value of the Company's  common stock
on the date of issuance) to employees  as  additional  compensation,  holders of
$160,000 of convertible bonds elected to convert their bonds into 702,996 shares
of common stock,  750,000 shares of common stock were issued for the purchase of
LostView  Development  Corporation,  9,212 shares of common stock were issued as
directors fees (valued at $3,501 based on the fair value of the Company's  stock
on the date of issuance) and $22,280 of accrued  interest and accrued  dividends
were  converted into 99,195 shares of common stock valued at $47,310 on the date
of  issuance.  Additionally,  538,178  shares of common  stock  were  issued for
proceeds  of  approximately  $175,000.  During the first  quarter  of 2004,  the
Company also issued 6,138,501 shares of common stock to settle pending issuances
from 2003.

Item 3.  Defaults Upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders

     On January  26,  2004 the Company  held the annual  stockholders'  meeting.
Proxies  representing  7,513,935  of  9,960,396  shares  eligible  to vote  were
present. The security holders voted to approve the following:

          1)   To elect two classes of three  members of the Board of Directors.
               All six directors were affirmed as follows:

                 Directors            For        Against     Abstain
               -----------------------------------------------------
               Steve Watson        7,453,672        -          3,100
               Charles Brewer      7,453,672        -          3,100
               D. M. Moore         7,453,672        -          4,846
               Philip Ritz         7,458,672        -          3,100
               Gayle Tinsley       7,025,472        -        431,300
               James Keller        7,453,672        -          3,100

          2)   A majority of the stockholders  voted to approve KBA Group as the
               Company's auditors as follows:

                          For           Against        Abstain
                        --------------------------------------
                        7,446,572             -         10,200

          3)   A  majority  of the  stockholders  voted to amend  the  Company's
               Articles of  Incorporation  to increase the number of  authorized
               shares  to  50,000,000  from  10,000,000.  A copy of the  Amended
               Articles of  Incorporation is attached as Exhibit 3.1.1. The vote
               was as follows:

                           For          Against        Abstain
                        --------------------------------------
                        7,421,536        18,536         16,722


                                       25
<PAGE>

          4)   A  majority  of the  stockholders  voted to amend  the  Company's
               Articles  of  Incorporation  to change the name of the Company to
               Rush Financial Technologies,  Inc. from Rushmore Financial Group,
               Inc. A copy of the Amended  Articles of Incorporation is attached
               as Exhibit 3.1.1. The vote was as follows:

                           For          Against        Abstain
                        --------------------------------------
                        7,451,932         4,840              -

          5)   A  majority  of the  stockholders  approved  the  2000  and  2002
               Incentive Stock Option Plans as follows:

                           For          Against        Abstain
                        --------------------------------------
                        7,433,435         20,137         3,200

Item 5.   Other Information

     None.

Item 6.   Exhibits and Reports on Form 8K

     a.   Exhibits.

          Exhibit 3.1.1 Articles of Incorporation, as amended.

          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.

          On April 14,  2004,  the  Company  filed a Current  Report on Form 8-K
          reporting the filing of its 10K-SB Annual Report for year-end 2003.

          On May 3, 2004,  the Company  issued a press  release  announcing  its
          trade volume report for the month of April 2004.

          On May 6, 2004, the Company issued a press release announcing it filed
          a Registration Statement on Form SB-2 with the Securities and Exchange
          Commission ("SEC") for a secondary offering of up to 10,000,000 shares
          of its common stock  (excluding  shares which may be sold  pursuant to
          the  Placement  Agent's  over-  allotment  option).  The  offering was
          withdrawn on September 28, 2004 without raising any funds.


                                       26
<PAGE>

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.

                                            Rush Financial Technologies, Inc.

Dated: November 23, 2004                    By /s/ Dewey M. Moore, Jr.
                                            ------------------------------------
                                            Dewey M. Moore, Jr.
                                            Chief Executive Officer

Dated: November 23, 2004                    By /s/ Randy Rutledge
                                            ------------------------------------
                                            Randy Rutledge
                                            Chief Financial Officer









                                       27