UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-QSB

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

                  For the Quarterly Period Ended March 31, 2003

                                       OR

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

       For the transition Period from ________________ to ________________

                        Commission file number 000-24057

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

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

                 13355 Noel Road, Suite 300, Dallas, Texas 75240
                 -----------------------------------------------

                                  972-450-6000
                 -----------------------------------------------
                 (Issuer's telephone number, including area code)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes XXX No ____

         State the number of shares  outstanding of each of the issuer's classes
of common equity as of March 31, 2003:  9,698,710 shares of common stock,  $0.01
par value.

         Transitional Small Business Disclosure Format;

                                 Yes ___ No XXX


<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.           Financial Statements










                                       2
<PAGE>
<TABLE>
<CAPTION>

                 RUSHMORE FINANCIAL GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                                 (Unaudited)
                                                                                  March 31,        December 31,
                                   ASSETS                                           2003               2002
                                                                             ----------------   ----------------
<S>                                                                          <C>                <C>
Cash and cash equivalents                                                           $   6,153         $   64,278
Accounts receivable                                                                    36,908             31,816
Prepaid expenses and deposits                                                         112,030            164,847
Capitalized software development costs, at cost, net of accumulated
    amortization                                                                    1,723,458          1,869,555
Property and equipment, net of accumulated depreciation                               118,366            133,893
Intangibles, net                                                                      113,167             65,000
Deferred financing fees, net                                                           30,022             33,486
                                                                             ----------------   ----------------
             Total assets                                                         $ 2,140,104        $ 2,362,875
                                                                             ================   ================

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities:
     Bank overdraft                                                                $   44,077         $   37,750
     Accounts payable                                                                 806,561            757,134
     Accrued expenses and other liabilities                                           705,236            620,166
     Liabilities acquired in 2001 acquisition                                         332,098            332,098
     Advances from related parties                                                     95,000                  -
     Notes payable                                                                     45,025             52,400
     Convertible notes payable (including $298,252 due to related parties),
         net of unamortized debt discount of $24,710 and $27,656 at March
         31, 2003 (unaudited) and December 31, 2002, respectively                     460,290            457,344
     Convertible bonds payable (including $300,000 due to related parties)            690,000            540,000
                                                                             ----------------   ----------------
             Total liabilities
                                                                                    3,178,287          2,796,892
                                                                             ----------------   ----------------

Shareholders' deficit:
     Preferred stock - cumulative; $10 par value; 14,063 shares issued and
         outstanding                                                                  140,630            140,630
     Preferred stock - convertible cumulative; $10 par value;
         55,480 and 63,980 shares issued and outstanding at March 31, 2003
         (unaudited) and December 31, 2002, respectively                              554,800            639,800
     Common stock - $0.01 par value, 10,000,000 shares authorized;
         9,895,588 shares issued                                                       98,956             98,956
     Common stock subscriptions receivable                                             (3,277)            (3,277)
     Common stock issued for assets not yet received                                 (176,000)          (230,000)
     Additional paid in capital                                                    12,402,078         12,419,638
     Treasury stock, at cost - 196,878 shares issued                                 (120,652)          (120,652)
     Accumulated deficit                                                          (13,934,718)       (13,379,112)
                                                                             ----------------   ----------------
             Total shareholders' deficit                                          (1,038,183)          (434,017)
                                                                             ----------------   ----------------
             Total liabilities and shareholders' deficit                          $ 2,140,104       $ 2,362,875
                                                                             ================   ================

</TABLE>

           See accompanying notes to consolidated financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>

                 RUSHMORE FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2003 and 2002
                                   (unaudited)

                                                                          2003                 2002
                                                                    ----------------     ----------------
<S>                                                                 <C>                  <C>
Revenue:
       Investment services                                            $      173,798       $    1,646,026

Expenses:
       Investment services                                                   116,996            1,411,488
       General and administrative                                            387,886              482,626
       Depreciation and amortization                                         188,438               58,577
                                                                    ----------------     ----------------
                   Total expenses                                            693,320            1,952,691
                                                                    ----------------     ----------------

Operating loss                                                              (519,522)            (306,665)

Interest expense                                                             (36,084)              (7,877)
                                                                    ----------------     ----------------

Net loss                                                              $     (555,606)      $     (314,542)
                                                                    ================     ================


Basic and diluted net loss per share of common stock                  $       (0.06)       $       (0.05)
                                                                    ================     ================

Weighted average common shares outstanding                                 9,698,710            6,705,239
                                                                    ================     ================

</TABLE>

           See accompanying notes to consolidated financial statements

                                       4
<PAGE>
<TABLE>
<CAPTION>

                 RUSHMORE FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months ended March 31, 2003 and 2002
                                   (unaudited)

                                                                                  2003                 2002
                                                                            ---------------       --------------
<S>                                                                         <C>                   <C>
Cash flows from operating activities:
    Net loss                                                                  $    (555,606)        $   (314,542)
    Adjustments to reconcile net loss to net cash used in operating
    activities:
         Common stock issued for compensation, services and expenses                      -               30,494
         Depreciation and amortization                                              188,438               58,577
         Amortization of deferred financing fees                                      3,464                    -
         Amortization of debt discount                                                2,946                    -
         Amortization of intangible                                                   5,833                    -
         Change in assets and liabilities:
             (Increase) decrease in assets:
                 Accounts receivable                                                 (5,092)             159,270
                 Prepaid expenses and deposits                                       52,817               35,904
              Increase (decrease) in liabilities:
                Accounts payable                                                     49,427                    -
                Accrued expenses and other liabilities                               67,510                7,497
                                                                            ---------------       --------------
Net cash used in operating activities                                              (190,263)             (22,800)
                                                                            ---------------       --------------

Cash flows from investing activities:
    Purchase of equipment                                                                 -              (18,795)
    Capitalization of software development costs                                    (26,814)            (185,813)
                                                                            ---------------       --------------
Net cash used in investing activities                                               (26,814)            (204,608)
                                                                            ---------------       --------------

Cash flows from financing activities:
    Increase in bank overdraft                                                        6,327                    -
    Proceeds from sale of common stock                                                    -                  390
    Proceeds from sale of preferred stock                                                 -               65,000
    Preferred stock dividends paid                                                        -             (17,806)
    Payments on notes payable                                                        (7,375)             (22,003)
    Proceeds from notes payable                                                           -              200,000
    Advances from related parties                                                    95,000                    -
    Proceeds from convertible bonds                                                  65,000                    -
                                                                            ---------------       --------------
Net cash provided by financing activities                                           158,952              225,581
                                                                            ---------------       --------------

Net decrease in cash and cash equivalents                                           (58,125)              (1,827)
Cash and cash equivalents at beginning of period                                     64,278              261,761
                                                                            ---------------       --------------
Cash and cash equivalents at end of period                                    $       6,153         $    259,934
                                                                            ===============       ==============

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

Supplemental Disclosure of Non-Cash Information:
    Preferred stock dividend accrued                                          $      17,560         $          -
    Preferred stock converted into convertible bonds                          $      85,000         $          -
    Common stock issued as dividends on preferred stock                       $           -         $      2,126
    Common stock issued for assets                                            $           -         $    300,000

</TABLE>

          See accompanying notes to consolidated financial statements

                                       5
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation and Company Information

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

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

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

     In 2000, RushTrade launched a $5 million proprietary technology development
initiative  in  response  to the  burgeoning  market  for direct  access  online
trading.  After more than two years of development  and successful  beta testing
the Company  introduced  its direct  access  technology  platform in August 2002
under its RushTrade(R)  brand. Into 2003 and beyond,  management expects to ramp
up revenues of RushTrade with that business unit becoming the Company's  primary
source of revenue and profit.

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

     The  Company's  common stock began  trading on the Nasdaq  SmallCap  Market
under the symbol "RFGI"  following  Rushmore's  initial public offering in April
1998. On August 23, 2002 the stock moved to the Nasdaq OTC Bulletin Board and is
expected to transition to the new Nasdaq Bulletin Board Exchange  (BBX(TM)) when
it debuts.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  At March 31, 2003,  the Company had
$3,178,287 in liabilities,  and cash and accounts  receivable of $43,061.  Also,
the Company had net losses from  continuing  operations  of  $2,203,896 in 2001,
$3,131,636  in 2002,  and  $555,606 in the first  quarter of 2003.  Although the
Company  believes that it will be able to continue to raise the necessary  funds
until it reaches a  sustainable  level of  profitability,  these  matters  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.


                                       6
<PAGE>

     The Company has taken  several  steps to increase  cash  through the use of
borrowings and equity.  Year to date, the Company raised $213,000  through a 12%
Senior Secured Convertible Bond offering and other short term borrowings.  These
bonds bear  interest  at 12% per annum,  principal  and  interest  are due on or
before  December 31, 2007 and are  convertible  into shares of common stock at a
rate of 50% of the market price of the stock at the time of conversion,  but not
less than $0.15 per share.  The Company may force conversion if the stock trades
above $2.00 per share for 10 consecutive  trading days. The bonds are secured by
the  RushTrade  software,  trade names,  websites,  customer  accounts and other
assets. The Company will attempt to raise additional capital through the ongoing
sales of the Bonds.

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

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

2.   Industry Segment Information

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

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

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

     The  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                     2003                  2002
      ---------------------------           -------------         -------------
      Investment Services                   $     345,626         $   1,801,545
      Software Services                         1,723,458             1,923,059
      Corporate                                    71,020               739,170
                                            -------------         -------------
                Total                       $   2,140,104         $   4,483,774
                                            =============         =============


                                       7
<PAGE>

                                                 Three Months Ended March 31,
                                            -----------------------------------
         Capital Expenditures                    2003                  2002
      ---------------------------           -------------         -------------
      Investment Services                   $           -         $      12,217
      Software Services                            26,814               185,813
      Corporate                                         -                 6,578
                                            -------------         -------------
                Total                       $      26,814         $     204,608
                                            =============         =============

                                                 Three Months Ended March 31,
           Depreciation and                 -----------------------------------
             Amortization                        2003                  2002
      ---------------------------           -------------         -------------
      Investment Services                   $       9,782         $      36,904
      Software Services                           172,911                     -
      Corporate                                     5,745                21,673
                                            -------------         -------------
                Total                       $     188,438         $      58,577
                                            =============         =============

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

                                                 Three Months Ended March 31,
                                            -----------------------------------
                Revenue                          2003                  2002
      ---------------------------           -------------         -------------
      Investment Services                   $     173,798         $   1,646,018
      Software Services                                 -                     -
      Corporate                                         -                     8
                                            -------------         -------------
                Total                       $     173,798         $   1,646,026
                                            =============         =============

                                                 Three Months Ended March 31,
                                            -----------------------------------
                Net Loss                         2003                  2002
      ---------------------------           -------------         -------------
      Investment Services                   $    (149,975)        $     (32,605)
      Software Services                          (172,911)                    -
      Corporate                                  (232,720)             (281,937)
                                            -------------         -------------
                Total                       $    (555,606)        $    (314,542)
                                            =============         =============

3.   Capitalized Software Development Costs

     The Company  capitalizes  certain costs  associated with the development of
the  RushTrade  software  products in  accordance  with  Statement  of Financial
Accounting Standards No. 86, "Accounting for the Cost of Computer Software to be
Sold,  Leased or Otherwise  Marketed"  ("SFAS 86").  During the first quarter of
2003,  the  Company  capitalized  $26,814 in cost versus  $185,813  for the same
period in 2002.  As of March 31,  2003,  the total of all  capitalized  software
development costs was $2,242,191. Upon release of each of the RushTrade products
or modules,  additional  costs  related to that  product or module,  that do not
represent  significant  improvements or modifications,  are charged to operating
expenses instead of being capitalized.  Additionally,  all presently capitalized
costs  relating to a released  product or module are amortized by the greater of
the revenue method or the straight-line method over a three-year period. For the
three months ended March 31, 2003 and 2002, the Company  amortized  $172,911 and
$0 of software  costs,  respectively,  using an  estimated  useful life of three
years.  At March 31,  2003 and 2002,  accumulated  amortization  of  capitalized
software development costs totaled $518,733 and $0, respectively.

4.   Reclassification

     Certain  2001  balances  have  been  reclassified  to  conform  to the 2002
presentation.


                                       8
<PAGE>

5.   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,
                                                  -----------------------------
                                                       2003            2002
                                                  -------------   -------------
     Net loss                                     $    (555,606)  $    (314,542)
     Dividends on preferred stock                        17,560          19,932
                                                  -------------   -------------
     Net loss applicable to common shareholders   $    (573,166)  $    (334,474)
                                                  =============   =============
     Net loss per share applicable to common
          shareholders                            $       (0.06)  $       (0.05)
                                                  =============   =============

6.   Intangibles

     In March 2002, the Company entered into an Agreement, as an amendment to an
earlier  revenue-sharing  agreement,  with NewportX.com,  an affiliate of Online
Trading  Academy of Irvine,  CA.  ("OTA") to acquire a block of up to 150 active
trader  accounts  which were to be referred or  directed to  RushTrade  over six
months in exchange for 1,200,000 shares of RFGI common stock.  These shares were
issued  during March 2002 and the Company  recorded a prepaid asset of $300,000,
the fair  value  of the  stock on the date of  issuance.  As the  active  trader
accounts are received and certified,  the Company  reclassifies these amounts to
an intangible  asset.  During the first quarter of 2003, 27 trader accounts were
certified and accordingly $54,000 has been reclassified to intangible assets. In
total as of March 31, 2003, 62 trader  accounts have been certified and $124,000
has been  reclassified  to intangible  assets and is being  amortized over three
years,  the  estimated  life  of  the  trader  accounts.  Amortization  of  this
intangible the first quarter of 2003 was $5,833. At March 31, 2003,  accumulated
amortization  of this  intangible  totaled  $10,833.  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 March 31, 2003 only 62 have been
delivered and certified.  OTA had originally  projected  training 50 traders per
month but during the term of the  agreement has only trained 20 or fewer traders
per month. The Company has extended the agreement and expects OTA to fulfill the
agreement by the end of 2003.  Through September 30, 2002 the undelivered trader
accounts were carried as a prepaid asset; however, since the agreement was to be
fulfilled  by the end of  September  2002 and the  accounts  have been slower in
converting to the RushTrade platform than was originally anticipated,  the asset
was reclassified as a contra equity account.

7.   Convertible Bonds

     During  the first  quarter  of 2003,  the  Company  issued  five 12% Senior
Secured Convertible Bonds ("convertible bonds") for proceeds of $65,000, and had
$85,000 of preferred stock convert into convertible bonds. The convertible bonds
bear interest at 12% per annum and are  convertible  into the  Company's  common
stock  at a rate  of 50% of the  market  price  of  the  stock  at the  time  of
conversion,  but not less than $0.15 per share.  Principal  and interest will be
repaid on or before December 27, 2007, if not converted  prior.  The Company may
force  conversion  if the stock trades above $2.00 per share for 10  consecutive
trading days. In accordance  with EITF 00-27,  the Company  determined  that the
conversion feature of these bonds is not beneficial.

8.   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,  2003  and  2002.  Had the  Company  determined
compensation  based on the fair  value at the grant  date for its stock  options
under Statement of Financial  Accounting Standards ("SFAS") No. 123, "Accounting
for Stock-Based Compensation," as amended by SFAS No. 148, net loss and loss per
share would have been increased as indicated below:


                                       9
<PAGE>
<TABLE>
<CAPTION>

                                                                           Three Months
                                                                          Ended March 31,
                                                                  ------------------------------
                                                                      2003              2002
                                                                  ------------      ------------
<S>                                                               <C>               <C>
              Net loss attributable to common stockholders,
                 as reported                                        $ (573,166)       $ (334,474)
              Add:  Stock-based employee compensation
                 expense included in reported net loss                       -                 -
              Deduct:  Stock-based employee compensation
                 expense determined under fair value based
                 method                                                 (1,915)          (13,012)
                                                                  ------------      ------------
              Pro forma net loss                                    $ (575,081)       $ (347,486)
                                                                  ============      ============

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

</TABLE>

9.   Related Party Transactions

     During the first  quarter  of 2003,  the  Company  received  advances  from
related parties totaling $95,000. The Company expects to repay these advances in
the second quarter of 2003. $60,000 of the advances were received from relatives
of the  Chief  Executive  Office  and  $35,000  were  received  from  an  entity
controlled by a member of the Board of Directors.





                                       10
<PAGE>

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

1.   Recent Developments

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

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

2.   RushTrade(R)Direct Access Online Services Software Development

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

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

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

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

RushTrade Direct features include:

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

     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,  charts,  research and  RushTrade's  proprietary  Direct
Access Routing Technology  (DART(TM)).  RushTrade Direct Pro clients have access
to the same customer service support that RushTrade Direct users receive.

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

                                       11
<PAGE>

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

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

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

In addition, RushTrade Direct Pro features include:

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

Technology

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

These market participants include:

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

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

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


                                       12
<PAGE>

Market Opportunity

     Online  trading  remains  a  dynamic  force in  today's  financial  markets
representing  nearly  one-third  of total  trading  volume on the New York Stock
Exchange and Nasdaq.  According to Bear Stearns & Co. Inc., there were over 20.5
million online retail trading  accounts in the United States at the beginning of
2003  which  grew 8% from 19  million  in 2002,  (up from  17.4  million  at the
beginning  of  2001)  and 12.5  million  in April  2000  (an  increase  of 52%.)
According to the research,  "semi-professionals," the most active members of the
online trading segment,  accounted for 83% of total online trading volume during
2001.  These  "semi-professionals"  who  average  47  trades  daily are the most
aggressive  users of direct  access  trading  technology  and  require  the most
advanced systems, service and support.

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

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

     RushTrade  and Knobias have  combined  their  efforts to offer a co-branded
RushTrade Direct  Pro/Knobias Desk Top Product,  which will provide to this $6-7
Billion industry a new-age platform that the Company believes is more efficient,
complete, and extremely price competitive.  As the industry consolidates vendors
and costs,  both RushTrade and Knobias  believe that they are well positioned to
quietly chip away market share form the few industry leaders through  aggressive
marketing,  competitive  pricing,  flexible  deployment,  efficient delivery and
creative consolidation.

Growth Strategy

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

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

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

     RushTrade  also owns the domain name and web site  www.daytrade.com,  which
RushTrade  plans to develop into a financial  education  site for online traders
that   prominently   highlight   the   RushTrade   brand   and   links   to  the
www.rushtrade.com  site.  The  www.daytrade.com  site enhances  RushTrade's  web
traffic  and  serves as an  additional  tool for  generating  awareness  for the
RushTrade brand and product lines.

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


                                       13
<PAGE>
<TABLE>
<CAPTION>

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

                                   Securities        Cash         Total         Margin           Total
         Accounts       Date         Value          Balance       Assets         Debt           Equity
        -------------------------------------------------------------------------------------------------
<S>     <C>          <C>          <C>            <C>           <C>            <C>            <C>
            95       9/30/2002    $ 1,492,474    $ 1,671,317   $ 3,163,790    $  (27,652)    $ 3,136,139
            140      12/31/2002     4,335,121      1,984,429     6,319,549      (318,152)      6,001,397
            190      1/31/2003      5,608,639      4,501,291    10,109,930      (829,355)      9,280,575
            225      2/28/2003     10,415,611      5,188,474    15,604,084    (1,426,446)     14,177,639
            301      3/31/2003     11,552,613      4,803,235    16,355,847    (1,169,472)     15,186,375
            421      4/30/2003     14,054,217      6,765,568    20,820,086    (1,468,478)     19,351,607

</TABLE>

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

                                    Number          Number       Number of
                                   of Trades      of Shares     New Accounts
                                  -----------    -----------   --------------
                    January          3,414        3,596,532          50
                    February         3,851        3,583,894          37
                    March            4,521        3,039,325          76
                    April            7,019        4,242,451          120

3.   Results of Operations

Three Months Ended March 31, 2003 and 2002:

Revenues

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

                                                  Three Months Ended March 31,
                                               --------------------------------
                      Revenue                       2003               2002
             ---------------------------       -------------      -------------
             Investment Services               $     173,798      $   1,646,018
             Software Services                             -                  -
             Corporate                                     -                  8
                                               -------------      -------------
                       Total                   $     173,798      $   1,646,026
                                               =============      =============

     Total revenue for the first quarter decreased $1,472,228, or 90%, from 2002
to 2003.  This  decrease  reflects the  Company's  repositioning  as a real time
financial  technology  development and direct access online  financial  services
company  from  a  more  traditional  financial  services  holding  company  with
traditional insurance and broker/dealer services.

     Investment  Services  revenue  decreased  $1,472,220,  or 89%, from 2002 to
2003.  The  decrease in revenue is  primarily  due to  management's  decision to
reposition its retail securities brokerage and insurance marketing resources and
efforts to concentrate on the continued  development and launch of its RushTrade
direct access on-line trading system. Overall market conditions also contributed
to the overall decline in the Investment Services revenue.

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

     Corporate  revenue  decreased  primarily  due to the  decrease  in interest
income from 2003 to 2002, as  interest-earning  assets such as  investments  and
notes receivable decreased.


                                       14
<PAGE>

Expenses

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


                                                  Three Months Ended March 31,
                                               --------------------------------
                      Expense                       2003               2002
             ---------------------------       -------------      -------------
             Investment Services               $     333,426      $   1,678,623
             Software Services                       172,911                  -
             Corporate                               186,983            274,068
                                               -------------      -------------
                       Total                   $     693,320      $   1,952,691
                                               =============      =============

     Total expenses decreased  $1,259,371 or 65%, from 2002 to 2003.  Investment
Services expenses  decreased 80%, or $1,345,197 and Corporate expenses decreased
32%, or $87,085.  Software Services  expenses  increased  $172,911.  In 2002 all
Software Services expenses were being capitalized.

     Investment  Services expenses  decreased  $1,345,197,  or 80%, from 2002 to
2003.  This  decrease is  primarily  due to a reduction in  commissions  paid to
independent sales representatives and reflects the Company's  repositioning as a
real time financial  technology  development and direct access online  financial
services company from a more traditional financial services holding company with
traditional insurance and broker/dealer services.

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

     Corporate expenses  decreased $87,085,  or 32%, from 2002 to 2003, with the
primary  reason being the reduction of the  infrastructure  necessary to support
the retail brokerage operations.  Supporting the retail representatives required
several support personnel.  As the retail activity was lessened, the Company was
able to release or redeploy the personnel to other  activities  along with other
assets devoted to supporting the representatives.

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 Loss                      2003               2002
             ---------------------------       -------------      -------------
             Investment Services               $    (149,975)     $     (32,605)
             Software Services                      (172,911)                 -
             Corporate                              (232,720)          (281,937)
                                               -------------      -------------
                       Total                   $    (555,606)     $    (314,542)
                                               =============      =============

     Operating  losses increased  $241,064,  or 77%, from 2002 to 2003. The loss
from Investment Services increased from $32,605 to $149,975 or 360% from 2002 to
2003.  This in part is a reflection of the lower level of business  activity due
to the  Company's  repositioning.  Corporate  operating  losses  decreased  from
$281,937 to $232,720. The decrease in Corporate operating loss is in part due to
the  Company's  costs  saving  initiatives  and in part due to the  reduction in
business  activity and the  requirements of managing a smaller level of business
activity.

Liquidity

    Cash  Flows  from  Operating  Activities  -  The  Company  had a  loss  from
continuing  operations  of $555,606 for the quarter  ended March 31, 2003.  This
amount was adjusted for non-cash  expenses  totaling  $200,681.  Cash flows from
operating activities decreased by 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 by
operating  activities  of  $190,263.  The  Company  had a loss  from  continuing
operations  of $314,542 for the quarter  ended March 31,  2002.  This amount was
adjusted for  non-cash  expenses  totaling  $89,071.  Cash flows from  operating
activities  were  increased  by a decrease in  receivables  of  $159,270  and by
various other cash flow adjustments aggregating a net source of cash of $43,401;
thus yielding a net cash flow used by operating activities of $22,800.

    Cash  Flows  From  Investing  Activities  -  Cash  flow  used  by  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 Penson Back Office Tool. Cash flow used by investing  activities during
the quarter ended March 31, 2002 was $204,608,  due to capitalizing  $185,813 in
development costs related to the RushTrade direct access software and purchasing
various fixed assets for $18,795.


                                       15
<PAGE>

    Cash Flows from  Financing  Activities - During the quarter  ended March 31,
2003, the Company raised $65,000 from the sale of 12% Senior Secured Convertible
Bonds and had advances from related parties totaling  $95,000.  The Company 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. During the quarter ended March 31, 2002, the Company raised $65,390 from
the sale of common and preferred stock and $200,000 from borrowings. The Company
paid  $22,003 as  payments  on notes  payable  and  $19,932 as  preferred  stock
dividends.

     The Company's cash and cash  equivalents  available for operations at March
31,  2003 were  $6,153,  and the  Company's  liabilities  exceeded  its cash and
receivables  by  $3,135,226.   The  Company's   requirements   for  normal  cash
expenditures,  as well as costs for the further  development of the  proprietary
on-line RushTrade software,  have historically been supplemented with borrowings
and equity capital raised through the private placement of securities;  however,
there can be no  assurance  that these  sources of cash will be available in the
future.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  At March 31, 2003,  the Company had
$3,178,287 in liabilities,  and cash and accounts  receivable of $43,061.  Also,
the Company had net losses from  continuing  operations  of  $2,203,896 in 2001,
$3,131,636  in 2002,  and  $555,606 in the first  quarter of 2003.  Although the
Company  believes that it will be able to continue to raise the necessary  funds
until it reaches a  sustainable  level of  profitability,  these  matters  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

     The Company has taken  several  steps to increase  cash  through the use of
borrowings and equity.  Year to date, the Company raised $213,000  through a 12%
Senior Secured Convertible Bond offering and short term borrowings.  These bonds
bear  interest at 12% per annum,  principal  and  interest  are due on or before
December 31, 2007 and are  convertible  into shares of common stock at a rate of
50% of the  market  price of the stock at the time of  conversion,  but not less
than $0.15 per share. The Company may force conversion if the stock trades above
$2.00 per share for 10  consecutive  trading days.  The bonds are secured by the
RushTrade software,  trade names, websites,  customer accounts and other assets.
At March 31, 2003 the Company has outstanding bonds of $690,000 and will attempt
to raise additional capital through the ongoing sales of the Bonds.

     The Company has outstanding  convertible notes payable totaling $485,000 at
March 31, 2003. Of this $300,000 bear interest at 9%, are due April 1, 2005, and
are  unsecured.  $185,000 of the  convertible  notes payable are currently  due,
convertible into the 12% Senior Secured  Convertible  Bond, and bear interest at
7%. The Company also has outstanding  notes payable of $45,025.  Of this $18,675
is  currently  due and $26,350 is a capital  lease with a final  payment in July
2004.  Additionally,  during the first quarter of 2003, the Company was advanced
$95,000 from related parties. These advances are non interest bearing and do not
have a stated maturity date.

     The  Company  anticipates  that  it will  need  approximately  $500,000  to
$800,000 to fund operations and repay maturing debt during the next 12 months.

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

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


                                       16
<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.






                                       17
<PAGE>

Item 3.   Controls and Procedures

          (a)  Within the 90-day  period  prior to the date of this  report,  we
               carried out an  evaluation,  under the  supervision  and with the
               participation  of our  management,  including the Chief Executive
               Officer and Chief Financial Officer,  of the effectiveness of the
               design and operation of our  disclosure  controls and  procedures
               pursuant to Rule 13a-14 of the  Securities  Exchange  Act of 1934
               (the  "Exchange  Act").  Based  upon that  evaluation,  the Chief
               Executive  officer and Chief Financial Officer concluded that our
               disclosure  controls  and  procedures  are  effective  in  timely
               alerting  them to  material  information  relating to the Company
               (including 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.









                                       18
<PAGE>

PART II. OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8K

a.   Exhibits.

Exhibit  99.1  Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit  99.2  Certification  Pursuant  to 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 March 7,  2003 the  Company  filed a Report on Form 8-K to report a change in
accountants due to a merger of accounting  firms.  Effective March 1, 2003, King
Griffin & Adamson P.C.  merged with BDA&K Business  Services,  Inc. and formed a
new entity,  KBA Group LLP. The personnel  that the Registrant has dealt with at
King Griffin & Adamson  P.C. are now  employees of KBA Group LLP. As a result of
this merger, on March 1, 2003, King Griffin & Adamson P.C. resigned to allow its
successor  entity  KBA Group LLP to be engaged  as the  Registrants  independent
public accountants.


SIGNATURE

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

                                    Rushmore Financial Group, Inc.

Dated: May 15, 2003                 By /s/ Dewey M. Moore, Jr.
                                    ----------------------------------
                                    Dewey M. Moore, Jr.
                                    Chief Executive Officer

Dated: May 15, 2003                 By /s/ Randy Rutledge
                                    ----------------------------------
                                    Randy Rutledge
                                    Chief Financial Officer









                                       19
<PAGE>

                                  CERTIFICATION

I, Dewey M. Moore, Jr., certify that:

     1.   I have  reviewed  this  quarterly  report on Form  10-QSB of  Rushmore
          Financial Group, Inc.;

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

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

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

               a.   Designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this quarterly report is being prepared;
               b.   Evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this  quarterly  report (the  "Evaluation
                    Date"); and
               c.   Presented in this quarterly report our conclusions about the
                    effectiveness  of the  disclosures  controls and  procedures
                    based on our evaluation as of the Evaluation Date;

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

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

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

          Date: May 15, 2003


                                                    /s/ Dewey M. Moore, Jr.
                                                    -----------------------
                                                    Dewey M. Moore, Jr.
                                                    Chief Executive Officer


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<PAGE>

                                  CERTIFICATION

I, Randy Rutledge, certify that:

     1.   I have  reviewed  this  quarterly  report on Form  10-QSB of  Rushmore
          Financial Group, Inc.;

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

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

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

               a.   Designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this quarterly report is being prepared;
               b.   Evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this  quarterly  report (the  "Evaluation
                    Date"); and
               c.   Presented in this quarterly report our conclusions about the
                    effectiveness  of the  disclosures  controls and  procedures
                    based on our evaluation as of the Evaluation Date;

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

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

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

          Date: May 15, 2003


                                                   /s/ Randy Rutledge
                                                   -----------------------
                                                   Randy Rutledge
                                                   Chief Financial Officer







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