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 fiscal quarter ended March 31, 2007

                                       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

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

          Texas                                           75-2375969
(State of incorporation)                    (I.R.S. employer identification no.)

                       100 South Wacker Drive, Suite 1550
                             Chicago, Illinois 60606
                    (Address of principal executive offices)
                                 (312) 827-3600
                         (Registrant's telephone number)

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. |X| Yes |_| No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act) |_| Yes |X| No

State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date: 271,863,564 shares of common stock,
$0.01 par value (as of May 15, 2007).

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|

<PAGE>


                TERRA NOVA FINANCIAL GROUP, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS
                                -----------------



PART I   FINANCIAL INFORMATION                                          Page No.
------                                                                  --------
Item 1.  Unaudited Consolidated Financial Statements:
         Consolidated Balance Sheets at March 31, 2007(unaudited) and
          December 31, 2006                                                  3
         Consolidated Statements of Operations for Three Months ended
          March 31, 2007 and 2006 (unaudited)                                4
         Consolidated Statements of Cash Flows for Three Months ended
          March 31, 2007 and 2006 (unaudited)                                5
         Notes to Consolidated Financial Statements                          6
Item 2.  Management Discussion and Analysis of Financial Condition and
          Results of Operations                                             12
Item 3.  Controls and Procedures                                            17

PART II OTHER INFORMATION
-------
Item 1.  Legal Proceedings                                                  18
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds        18
Item 3.  Defaults upon Senior Securities                                    18
Item 4.  Submission of Matters to a Vote of Security Holders                18
Item 5.  Other Information                                                  18
Item 6.  Exhibits                                                           18

Signatures                                                                  19
Exhibit 31.1 Certification of Chief Executive Officer                       20
Exhibit 31.2 Certification of Chief Financial Officer                       21
Exhibit 32.1 Certification of Chief Executive Officer                       22
Exhibit 32.2 Certification of Chief Financial Officer                       23




                                       2
<PAGE>
<TABLE>
<CAPTION>

                          PART I FINANCIAL INFORMATION
                          ----------------------------
Item 1.  Unaudited Financial Statements

                TERRA NOVA FINANCIAL GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                                                                March 31,      December 31,
                                     ASSETS                                       2007             2006
                                     ------                                  -------------    -------------
                                                                              (Unaudited)
<S>                                                                          <C>              <C>
Cash and cash equivalents                                                    $   1,231,834    $   5,733,813
Cash segregated in compliance with federal regulations                         138,191,785      156,751,025
Receivables from brokers, dealers and clearing organizations                    84,813,819       55,397,271
Receivables from customers and non-customers                                    51,330,456       56,969,549
Property and equipment, net                                                      1,059,660          614,746
Capitalized software development costs, net                                      1,943,544        1,754,114
Intangible assets, net                                                           6,044,726        6,221,871
Goodwill                                                                         9,583,480        9,583,480
Other assets                                                                     2,323,676        1,693,392
                                                                             -------------    -------------
          Total assets                                                       $ 296,522,980    $ 294,719,261
                                                                             =============    =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Line of credit                                                               $  15,970,000    $  18,625,000
Payables to brokers, dealers and clearing organizations                          1,189,185          911,261
Payables to customers and non-customers                                        240,828,567      238,622,993
Accounts payable and accrued expenses (including $52,866 and
  $49,611 of accrued interest due to related parties at
  March 31, 2007 and December 31, 2006, respectively)                            5,602,221        5,074,011
Accrued preferred stock dividends                                                  272,817          258,520
Income tax liability                                                               440,070             --
Convertible notes payable                                                          300,000          300,000
Convertible bonds payable (net of unamortized debt discount of
  $2,704 and $8,853 at March 31, 2007 and December 31, 2006, respectively)         327,296          321,147
                                                                             -------------    -------------
          Total liabilities                                                    264,930,156      264,112,932

Commitments and contingencies

Shareholders' equity
Preferred stock - cumulative; $10 par value; 38,792 shares authorized;
  14,063 shares issued and outstanding at March 31, 2007 and
  December 31, 2006; liquidation preference of $10 per share                       140,630          140,630
Preferred stock - convertible cumulative; $10 par value; 835,000 shares
  authorized; 49,480 shares issued and outstanding at March 31, 2007 and
  December 31, 2006; liquidation preference of $10 per share                       494,800          494,800
Common stock - $0.01 par value, 800,000,000 shares authorized;
  271,863,564 and 271,842,939 shares issued and outstanding at
  March 31, 2007 and December 31, 2006, respectively                             2,718,636        2,718,429
Additional paid-in capital                                                      49,731,070       49,616,099
Accumulated deficit                                                            (21,492,312)     (22,363,629)
                                                                             -------------    -------------
       Total shareholders' equity                                               31,592,824       30,606,329
                                                                             -------------    -------------
       Total liabilities and shareholders' equity                            $ 296,522,980    $ 294,719,261
                                                                             =============    =============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                TERRA NOVA FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                         Three Months Ended March 31,
                                                        ------------------------------
                                                             2007             2006
                                                        -------------    -------------
                                                         (Unaudited)      (Unaudited)
<S>                                                     <C>              <C>
REVENUES
Commissions and fees                                    $   8,169,553    $     635,230
Interest income                                             3,499,050            4,744
Software fees                                                 103,119           33,066
Other income                                                  134,282           15,098
                                                        -------------    -------------

       Total revenues                                      11,906,004          688,138

OPERATING EXPENSES
Commissions, execution and exchange fees                    2,726,290          321,202
Employee compensation                                       2,392,612          397,310
Quotations and market data                                  1,471,349          114,327
Interest expense on brokerage accounts                      1,985,529             --
Advertising and promotional                                   241,617            6,774
Professional fees                                             417,619           97,027
Communications and information technology                     187,474           61,637
Depreciation and amortization                                 378,035          105,714
Other general and administrative expense                      769,265           93,419
                                                        -------------    -------------

       Total operating expenses                            10,569,790        1,197,410
                                                        -------------    -------------

Operating income (loss)                                     1,336,214         (509,272)

Interest expense                                               24,827           47,333
                                                        -------------    -------------

Income (loss) before income taxes                           1,311,387         (556,605)

Income tax provision                                          440,070             --
                                                        -------------    -------------

Net income (loss)                                       $     871,317    $    (556,605)
                                                        =============    =============

Dividends on preferred stock                                  (14,297)         (14,860)
                                                        -------------    -------------

Net income (loss) attributable to common shareholders   $     857,020    $    (571,465)
                                                        =============    =============

Net income (loss) per common share:
Basic                                                   $        0.00    $       (0.02)
                                                        =============    =============
Diluted                                                 $        0.00    $       (0.02)
                                                        =============    =============

Weighted average number of common shares:
Basic                                                     271,854,446       37,474,489
                                                        =============    =============
Diluted                                                   278,181,836       37,474,489
                                                        =============    =============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                TERRA NOVA FINANCIAL GROUP, INC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                         Three Months Ended March 31,
                                                                         ----------------------------
                                                                             2007            2006
                                                                         ------------    ------------
                                                                          (Unaudited)     (Unaudited)
<S>                                                                      <C>             <C>
OPERATING ACTIVITIES
Net income (loss)                                                             871,317    $   (556,605)
Adjustments to reconcile net income (loss) to
 net cash used in operating activities:
Share-based compensation                                                      126,664          40,597
Depreciation and amortization                                                 378,035         105,714
Amortization of debt discount                                                   6,149          20,996
Change in assets and liabilities
(Increase) decrease in assets:
Cash segregated in compliance with federal regulations                     18,559,240            --
Receivables from brokers, dealers and clearing organizations              (29,416,548)           --
Receivables from customers and non-customers                                5,639,093            --
Other assets                                                                 (630,284)        (28,029)
Increase (decrease) in liabilities:
Payables to brokers, dealers and clearing organizations                       277,926            --
Payables to customers and non-customers                                     2,205,574            --
Accounts payable and accrued expenses                                         528,208         271,758
Income tax liability                                                          440,070            --
                                                                         ------------    ------------

Net cash used in operating activities                                      (1,014,556)       (145,569)
                                                                         ------------    ------------

INVESTING ACTIVITIES
Purchase of property and equipment                                           (554,761)           (231)
Capitalization of software development costs                                 (280,474)           --
Capitalization of deferred acquisition costs                                     --           (58,461)
                                                                         ------------    ------------

Net cash used in investing activities                                        (835,235)        (58,692)
                                                                         ------------    ------------

FINANCING ACTIVITIES
Proceeds from issuance of preferred stock, net of fees                           --        28,176,000
Proceeds from exercise of stock options and warrants                            2,812            --
Proceeds from convertible note payable to related parties                        --           200,000
Net payments on line of credit                                             (2,655,000)           --
Change in restricted cash                                                        --       (28,176,000)
Proceeds from note payable to related parties                                    --           100,000
                                                                         ------------    ------------

Net cash (used in) provided by financing activities                        (2,652,188)        300,000
                                                                         ------------    ------------

Net increase (decrease) in cash and cash equivalents                       (4,501,979)         95,739
Cash and cash equivalents at beginning of period                            5,733,813          23,399
                                                                         ------------    ------------
Cash and cash equivalents at end of period                               $  1,231,834    $    119,138
                                                                         ============    ============
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest                                                   $  1,985,529    $       --
                                                                         ============    ============
Cash paid for income taxes                                               $       --      $       --
                                                                         ============    ============
Supplemental Disclosure of Non-Cash Information:
Preferred stock dividends accrued                                        $     14,297    $     14,860
Fair value of warrants with debt financing recorded as a debt discount           --           141,714
Liabilities accrued for intangible assets to be paid in common stock             --            22,500

</TABLE>

       See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>

Terra Nova Financial Group, Inc. and Subsidiaries

Note 1 - Nature of Operations and Basis of Presentation

The accompanying consolidated financial statements should be read in conjunction
with the Consolidated Financial Statements and Notes to Consolidated Financial
Statements included in the Annual Report on Form 10-KSB of Terra Nova Financial
Group, Inc. for the year ended December 31, 2006. In the opinion of management,
all adjustments, (consisting only of normal recurring adjustments), necessary to
present fairly the Company's consolidated financial position as of March 31,
2007 and the consolidated results of operations and cash flows for each of the
periods presented have been recorded. The results of operations and cash flows
for an interim period are not necessarily indicative of the results of
operations or cash flows that may be reported for the year or any subsequent
period.

Terra Nova Financial Group, Inc., formerly known as Rush Financial Technologies
Inc., (the "Parent"), is a holding company that operates through two primary
subsidiaries: a broker-dealer and a software development company as described
below:

Terra Nova Financial, LLC ("Terra Nova"), formerly known as Terra Nova Trading,
LLC, is a wholly-owned subsidiary of the Parent acquired on May 17, 2006. Terra
Nova Trading, LLC changed its name to Terra Nova Financial, LLC in February
2007. Terra Nova is a self-clearing broker-dealer registered with the following
exchanges and regulatory organizations:

    o    Securities and Exchange Commission as a broker-dealer
    o    National Association of Securities Dealers as a broker-dealer
    o    Securities Investor Protection Corporation
    o    National Futures Association as a futures commission merchant
    o    The Depository Trust Company
    o    National Securities Clearing Corporation
    o    The Options Clearing Corporation
    o    NASDAQ Stock Market
    o    Chicago Stock Exchange
    o    Boston Options Exchange
    o    Boston Stock Exchange
    o    International Securities Exchange
    o    National Stock Exchange
    o    NYSE Arca Options (pending)
    o    NYSE Arca Equities

Terra Nova offers a broad system of trading vehicles including equities,
options, futures and commodity options, ETFs, fixed income, mutual funds, and
foreign exchange. Terra Nova serves a diverse customer base of institutions,
active traders and investors as well as provides clearing and backoffice
services to correspondent introducing brokers, registered representatives,
registered investment advisors and foreign brokers. Terra Nova initiated an
Investment Banking Division in August of 2006.

RushGroup Technologies, Inc. ("RushGroup") is a wholly-owned subsidiary of the
Parent engaged in software development. RushGroup is a registered Service Bureau
and member of the Certified Partners program with the Nasdaq Stock Market.
RushGroup serves as the Parent's financial technology development subsidiary,
which develops and operates proprietary real-time portfolio management software
products, advanced order management systems, direct-access trading software
applications and a data service center. Utilizing a number of proprietary
technologies and its exclusive Direct Access Routing Technology (DART(TM)), an
intelligent order routing system, RushGroup offers real-time market data
platforms and direct access trading systems to National Association of
Securities Dealers member broker-dealers, institutional portfolio managers and
traders.

Primary sources of revenues for the Parent and it two primary wholly-owned
subsidiaries include commissions, account fees, interest and software licensing
fees. The Parent also maintains less active or inactive wholly-owned
subsidiaries which include:

    o    Market Wise Stock Trading School, LLC ("MW School"), a financial
         markets education provider
    o    Market Wise Securities, LLC ("MW Securities"), an NASD broker-dealer
    o    RushTrade Securities, Inc. ("RushTrade"), an NASD broker-dealer
    o    LostView Development Corporation ("LostView")
    o    Rushmore Securities Corporation ("Rushmore")
    o    RushTrade.com, Inc ("Rush")

The accompanying consolidated financial statements include the accounts of the
Parent and its wholly-owned subsidiaries (collectively, the "Company," "we",
"us" or "our").

                                       6
<PAGE>

Note 2 - Net Income (Loss) Per Share

Basic net income (loss) per share (EPS) is computed by dividing net income
(loss) by the weighted average common shares outstanding for the period. Diluted
EPS is computed by dividing net income by the weighted average common shares
outstanding plus the additional shares that would have been outstanding if
potentially dilutive shares had been issued.

For the three months ended March 31, 2007 and 2006, the components of basic and
diluted weighted average shares outstanding are as follows:

================================================================================
                                                For Three Months Ended March 31,
                                                --------------------------------
                                                     2007              2006
                                                --------------    --------------
Weighted average shares outstanding - Basic        271,854,446       37,474,489
Dilutive employee stock options                        249,389             --
Dilutive warrants                                    3,878,001
Dilutive convertible bonds                           2,200,000             --
                                                --------------   --------------
Weighted average shares outstanding - Diluted      278,181,836       37,474,489
================================================================================

Common stock equivalents totaling 125,781,904 are excluded from the calculation
of diluted EPS for the three months ended March 31, 2007 as their effect would
have been anti-dilutive. All common stock equivalents are excluded from diluted
EPS for the three months ended March 31, 2006 as their effect would have been
anti-dilutive.

Note 3 - New Accounting Pronouncement

On January 1, 2007, the Company adopted the Financial Accounting Standards Board
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- An
Interpretation of FASB Statement No. 109" (FIN 48). This Interpretation
clarifies the accounting for uncertainty in income taxes recognized in a
company's financial statements. FIN 48 requires companies to determine whether
it is "more likely than not" that a tax position will be sustained upon
examination by the appropriate taxing authorities before any part of the benefit
can be recorded in the financial statements. It also provides guidance on the
recognition, measurement and classification of income tax uncertainties, along
with any related interest and penalties. The Company did not recognize any
adjustments in the financial statements as a result of the implementation of FIN
48.

Note 4 - Reclassifications

Certain reclassifications have been made to prior period amounts to conform to
current period classifications.

Note 5 - Capitalization

(a) Common Stock

In the first quarter of 2007 the Company issued 5,000 shares of common stock for
director compensation with a fair value on the date of issuance of $1,000. In
addition, 15,625 shares of common stock were issued due to the exercise of stock
options for proceeds of $2,812.

(b) Non-Employee Warrants

Non-employee warrants outstanding as of March 31, 2007 totaled 144,921,620 with
a weighted average exercise price of $.28.

(c) Preferred Stock

The following table represents the outstanding shares of each series of
preferred stock:

================================================================================
Preferred Stock       December 31, 2006     Issued    Converted   March 31, 2007
-------------------   -----------------   ---------   ---------   --------------
9% Cumulative                     2,000           -           -            2,000
Series A                         12,063           -           -           12,063
Series B                          9,520           -           -            9,520
Series C                         37,960           -           -           37,960
Series E                              -           -           -                -
Series 2002A                      2,000           -           -            2,000
-------------------   -----------------   ---------   ---------   --------------
Total                            63,543           -           -           63,543
================================================================================

                                       7
<PAGE>

Total preferred stock dividends in arrears as of March 31, 2007 were $272,817.

(d) Restricted Stock

As of March 31, 2007, the Company has no outstanding non-vested shares related
to our equity incentive plans.

Note 6 - Debt

(a) Convertible Bonds

Total issued and outstanding convertible bonds as of March 31, 2007 comprised a
carrying value of $327,296.

(b) Past Due Convertible Notes

At March 31, 2007, the Company had four convertible demand notes totaling
$300,000 principal amount that were in default as a result of being past due in
the payment of principal and interest. On May 11, 2007, the Company paid
$190,000 to the holders of two of the notes as settlement of $166,000 of
principal and $74,466 of accrued interest. The Company intends to negotiate with
the holders of the remaining two notes with the intent to repay or restructure
the amount due.

Note 7 - Risks and Uncertainties

In the ordinary course of business, there are certain contingencies which are
not reflected in the financial statements. These activities may expose the
Company to off-balance-sheet credit risk in the event our broker-dealer
customers are unable to fulfill their contractual obligations.

Many of our customer accounts are margin accounts. In margin transactions, we
may be obligated for customer losses when credit is extended to customers
directly or by our clearing broker that is not fully collateralized by cash and
securities in the customers' accounts with us or a clearing broker. In
connection with securities activities, Terra Nova executes customer transactions
involving the sale of securities not yet purchased ("short sales"), all of which
are transacted on a margin basis subject to federal, self-regulatory
organization and individual exchange regulations and Terra Nova's and our
clearing broker's internal policies. In all cases, such transactions may expose
the Company to significant off-balance-sheet credit risk in the event customer
collateral is not sufficient to fully cover losses that customers may incur. In
the event customers fail to satisfy their obligations, Terra Nova may be
required to purchase or sell financial instruments at prevailing market prices
to attempt to fulfill the customers' obligations.

Terra Nova seeks to control the risks associated with its customers' activities
by requiring customers to maintain collateral in their margin accounts in
compliance with various regulatory requirements, internal requirements, and the
requirements of a third party clearing broker. Terra Nova and our clearing
broker monitor required margin levels on an intra-day basis and, pursuant to
such guidelines, require the customers to deposit additional collateral or to
reduce positions when necessary.

The Company's broker-dealer provides guarantees to clearing organization and
exchanges under their standard membership agreements, which require members to
guarantee the performance of other members. Under the agreements, if another
member becomes unable to satisfy its obligations to the clearing organization
and exchanges, other members would be required to meet shortfalls. The Company's
liability under these arrangements is not quantifiable and may exceed the cash
and securities it has posted as collateral. However, the possibility of being
required to make payments under these arrangements is remote. Accordingly, no
liability has been recorded for these potential events.

Note 8 - 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 management in
evaluating operations. The Company offers broker-dealer services and related
operations have been included in the Investment/Brokerage Services Segment. The
Software Services Segment is comprised of software licensing of the RushGroup
direct access software and related arrangements.

The Investment/Brokerage Services Segment includes RushTrade, Terra Nova and MW
Securities. The Other Service Segment includes MW School, the Parent and other
less active subsidiaries and the Software Services Segment is comprised solely
of RushGroup.

The assets of the Parent are used to support the operations of the two primary
subsidiaries, Terra Nova and RushGroup. The expenses of the Company are
allocated fully in general and administrative expenses. The following summarizes
the Company's segment information:

                                       8
<PAGE>

        =================================================================
                                         For Three Months Ended March 31,
        Revenues                              2007              2006
        ------------------------------   --------------    --------------
        Investment/Brokerage Services    $   11,789,473    $      674,051
        Software Services                       105,505             1,720
        Other Services                           11,026            12,367
        ------------------------------   --------------    --------------
        Total                            $   11,906,004    $      688,138
                                         ==============    ==============

        Operating Expenses                    2007              2006
        ------------------------------   --------------    --------------
        Investment/Brokerage Services    $    9,662,168    $      597,213
        Software Services                       433,053           374,787
        Other Services                          474,569           225,410
        ------------------------------   --------------    --------------
        Total                            $   10,569,790    $    1,197,410
                                         ==============    ==============


        Net Income (Loss) before taxes        2007              2006
        ------------------------------   --------------    --------------
        Investment/Brokerage Services    $    2,127,303    $       76,839
        Software Services                      (327,550)         (373,067)
        Other Services                         (488,366)         (260,377)
        ------------------------------   --------------    --------------
        Total                            $    1,311,387    $     (556,605)
                                         ==============    ==============

        Depreciation and Amortization         2007              2006
        ------------------------------   --------------    --------------
        Investment/Brokerage Services    $       76,532    $        6,707
        Software Services                        67,875            62,142
        Other Services                          233,628            36,865
        ------------------------------   --------------    --------------
        Total                            $      378,035    $      105,714
                                         ==============    ==============


        Capital Expenditures                  2007              2006
        ------------------------------   --------------    --------------
        Investment/Brokerage Services    $       66,941    $         --
        Software Services                       159,320              --
        Other Services                          608,974               231
        ------------------------------   --------------    --------------
        Total                            $      835,235    $          231
                                         ==============    ==============


                                            March 31,       December 31,
        Total Assets                          2007              2006
        ------------------------------   --------------    --------------
        Investment/Brokerage Services    $  293,871,546    $  293,499,829
        Software Services                       557,623           399,587
        Other Services                        2,093,811           819,845
        ------------------------------   --------------    --------------
        Total                            $  296,522,980    $  294,719,261
        =================================================================

Note 9 - Business Combination

On March 30, 2006, the Company and TAL Financial Services, LLC ("TFS") entered
into a Membership Interest Purchase Agreement (the "Purchase") providing for the
Company to purchase from TFS 100% of the outstanding membership interests of
Terra Nova Trading, LLC ("Terra Nova"), Market Wise Securities, LLC ("MW
Securities") and Market Wise Stock Trading School, LLC ("MW School") for a
purchase price of $25,493,122. Final approval for the Purchase was received on
May 15, 2006 and the Purchase was funded on May 17, 2006. There have been no
business combinations during the quarter ended March 31, 2007.

Unaudited Pro Forma Results

The following unaudited pro forma consolidated results of operations have been
prepared as if the acquisition discussed above had occurred as of January 1,
2006:


                                       9
<PAGE>

     ======================================================================
                                                           For Three Months
                                                            Ended March 31,
                                                           ----------------
                                                                 2006
                                                           ----------------
     Revenues                                              $     14,004,077
     Net income                                                      66,076
     Net income per common share, basic                    $           0.00
     Net income per common share, diluted                  $           0.00
     Weighted average common shares outstanding, basic          270,807,836
     Weighted average common shares outstanding, diluted        270,807,836
     ======================================================================

To arrive at the pro forma per share, we combined the actual operating results
for three months ended March 31, 2006 and included amortization expense related
to acquired intangibles.

Note 10 - Litigation

In the normal course of business, the Company is subject to legal actions that
involve claims for monetary relief. The Company's legal counsel has indicated
that it cannot evaluate with complete certainty the likelihood of an unfavorable
outcome. In the opinion of management, based on consultation with legal counsel,
none of these actions should result in any material loss to the Company.

Note 11 - Share-Based Compensation

The Company accounts for share-based compensation under SFAS No. 123 (revised
2004), Share-Based Payment ("SFAS 123R"). SFAS 123R requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the statement of operations based on their fair values.

Stock Options and Warrants

On April 19, 2007, the Board of Directors of the Company approved, subject to
shareholder approval, an amendment ("Plan Amendment") to the Company's 2005
Long-Term Equity Incentive Plan ("LTIP"). The LTIP provides that key employees,
consultants and non-employee Directors of the Company or an affiliate ("eligible
participants") may be granted: (1) incentive and non-qualified options to
acquire shares of the Company's common stock, (2) performance-based awards, (3)
shares of restricted common stock, (4) stock appreciation rights and (5)
"phantom" stock awards. The LTIP permits eligible participants to acquire a
proprietary interest in the growth and performance of the Company. The purpose
of the LTIP is to provide an incentive for employees, Directors and certain
consultants and advisors of the Company or its subsidiaries to remain in the
service of the Company or its subsidiaries, to extend to them the opportunity to
acquire a proprietary interest in the Company so they will apply their best
efforts for the benefit of the Company, and to aid the Company in attracting
able persons to enter the service of the Company and its subsidiaries.

In addition to the LTIP, the Company has issued options to employees, Directors
and consultants pursuant to the following stock-based plans, which were
instituted before the LTIP:

    o    The 1997 Stock Option Plan ("1997 Plan");
    o    The Incentive Stock Option Plan; ("ISO Plan");
    o    The 1999 Stock Bonus Plan ("1999 Plan");
    o    The 2000 Stock Option Plan ("2000 Plan"); and
    o    The 2002 Stock Option Plan ("2002 Plan" and, collectively with the
         other plans listed above, the "Old Plans").

The 1997 Plan and ISO Plan have terminated according to the terms of the plans
and no additional options can be granted, although grants outstanding under
those plans remain in force. There are 290,000 shares, 330,000 shares and 65,000
shares, available for issuance under the 1997 Plan, the 2000 Plan and the 2002
Plan, respectively. Upon approval by the shareholders of the Plan Amendment at
the annual meeting, no further awards will be made under any of the Old Plans.

For administrative convenience and in order to streamline the time and costs
associated with administering the LTIP and the Old Plans, the Company is seeking
shareholder approval of the Plan Amendment in order to consolidate all of the
options granted under the Old Plans such that they are administered under, and
governed by, the LTIP. The stock option agreements pursuant to which options
were granted under the Old Plans will continue to govern the individual grants
of options under the Old Plans. In addition, the Plan Amendment will revise the
LTIP for the provision relating to the maximum number of awards that can be
outstanding under the LTIP at any one time.

The table below summarizes the Company's stock option and employee warrant plans
as of March 31, 2007:

                                       10
<PAGE>
<TABLE>
<CAPTION>

   ==========================================================================
   Option Plan                      Authorized     Outstanding     Available
   -----------------------------   ------------   ------------   ------------
   1997 Stock Option Plan               500,000        210,000        290,000
   2000 Stock Option Plan               500,000        170,000        330,000
   2002 Stock Option Plan             1,000,000        935,000         65,000
   2005 Long-Term Incentive Plan     15,207,805      1,477,631     13,730,174
   2006 Warrant Incentive Plan       35,000,000     28,715,000      6,285,000
   -----------------------------   ------------   ------------   ------------
   Total                             52,207,805     31,507,631     20,700,174
   ==========================================================================

As provided by SFAS123(R) the fair value of each share-based award is estimated
on the date of grant using the Black-Scholes option pricing model. Our expected
volatility is based on management's estimate of future volatility of the
Company's common stock. Expected life is determined based on historical
experience of similar awards, giving consideration to the contractual terms of
the share-based awards, vesting schedules and expectations of future employee
behavior. The interest rate for periods within the contractual life of the award
is based on the U.S. Treasury yield curve in effect at the time of grant.

A summary of employee stock option activity, under the Company's option plans
and the Long-Term Incentive Plan as of March 31, 2007 is presented below:

===========================================================================================================
                                                                    Weighted Average
                               Employee Stock                      Remaining Contract
                                  Options       Weighted Average          Term          Aggregate Intrinsic
Employee Stock Options           Outstanding     Exercise Price        (in years)              Value
----------------------------   --------------   ----------------   ------------------   -------------------
<S>                            <C>              <C>                <C>                  <C>
Balance at December 31, 2006       2,968,256               0.21                 2.58     $         117,386
Granted                                    0               0.00                    0                     0
Exercised                            (15,625)              0.18                    0                 2,031
Forfeited                           (160,000)              0.30                    0                     0
----------------------------   --------------   ----------------   ------------------   -------------------
Balance at March 31, 2007          2,792,631     $         0.21                 2.50     $         116,605
Options exercisable at
March 31, 2007                     1,860,131     $         0.19                 1.42     $         113,155
===========================================================================================================

The aggregate intrinsic value of stock options outstanding and stock options
exercisable at March 31, 2007 was calculated as the number of in the money
options times the difference between exercise price of the underlying awards and
the quoted closing market price our common stock at March 31, 2007. The
aggregate intrinsic value of stock options exercised during the three months
ended March 31, 2007 was calculated as the number of options times the
difference between the exercise price of the underlying awards and the quoted
closing market price on the exercise date.

As of March 31, 2007 there was $103,376 of total unrecognized compensation cost
related to unvested employee stock options. The unrecognized compensation cost
is expected to be recognized over a weighted-average period of approximately
1.25 years. During the three months ended March 31, 2007 and 2006 we recognized
compensation expense of $20,833 and $28,448, respectively, related to options
vesting under our LTIP and option plans. Cash received for the exercise of stock
options during the three months ended March 31, 2007 was $2,812.

During the three months ended March 31, 2007 and 2006 no stock options were
granted.

A summary of employee warrant activity under the 2006 Warrant Incentive Plan for
the three months ended March 31, 2007 is presented below:

===========================================================================================================
                                                                    Weighted Average
                                  Employee                         Remaining Contract
                                  Warrants      Weighted Average          Term          Aggregate Intrinsic
Employee Warrants                Outstanding     Exercise Price        (in years)              Value
----------------------------   --------------   ----------------   ------------------   -------------------
Balance at December 31, 2006      29,990,000     $         0.26                 4.42     $               -
Granted                                    0                  0                    0                     0
Exercised                                  0                  0                    0                     0
Forfeited                         (1,275,000)              0.25                 1.36                     0
----------------------------   --------------   ----------------   ------------------   -------------------
Balance at March 31, 2007         28,715,000     $         0.25                 4.31     $               -
Warrants exercisable at
March 31, 2007                     4,750,000     $         0.28                 4.14     $               -
===========================================================================================================
</TABLE>
                                       11
<PAGE>
<TABLE>
<CAPTION>

As of March 31, 2007, there was $1,398,292 of total unrecognized compensation
cost, after estimated forfeitures, related to unvested employee warrants. This
compensation cost is expected to be recognized over a weighted-average period of
approximately 3.5 years. During the three months ended March 31, 2007, we
recognized compensation expense related to warrants, after estimated
forfeitures, of $104,831.

Note 12 - Receivables from and Payables to Brokers, Dealers, and Clearing
          Organizations

The components of receivables from and payables to brokers, dealers, and
clearing organizations are as follows:

======================================================================================
                                    As of March 31, 2007      As of December 31, 2006
                                 -------------------------   -------------------------
                                 Receivables     Payables    Receivables     Payables
                                 -----------   -----------   -----------   -----------
<S>                              <C>           <C>           <C>           <C>
Stock borrowed/loaned            $72,424,050   $      --     $48,026,075   $      --
Fails to deliver/receive           1,835,307          --       2,899,866          --
Clearing organizations            10,010,380           400     4,139,840           400
Commissions receivable/payable       544,082     1,188,785       331,490       910,861
                                 -----------   -----------   -----------   -----------

Total                            $84,813,819   $ 1,189,185   $55,397,271   $   911,261
======================================================================================
</TABLE>

Note 13 - Regulatory Requirements

Terra Nova, MW Securities, and RushTrade are subject to the Securities and
Exchange Commission Uniform Net Capital Rule (Rule 15c3-1) under the Securities
Exchange Act of 1934. Terra Nova and RushTrade are subject to the Commodity
Futures Trading Commission's financial requirement (Regulation 1.17). Terra Nova
calculates its net capital using the "alternative method", which requires the
maintenance of minimum net capital, as defined by the rules, equal to the
greater of (i) $500,000 and (ii) 2.0% of aggregate debit items. Since Terra Nova
is registered to accommodate prime brokerage business it is further subjected to
a minimum net capital requirement of $1.5 million. MW Securities is subject to a
minimum capital requirement of $5,000 as an NASD broker-dealer. RushTrade is
subject to $5,000 minimum capital requirement relative to the NASD broker-dealer
status and $45,000 relative to its future commission merchant status.

<TABLE>
<CAPTION>
=================================================================================================
                                               Capital Requirement          Excess Net Capital
                              Net Capital       NASD          CFTC          NASD          CFTC
                              -----------   -----------   -----------   -----------   -----------
<S>                           <C>           <C>           <C>           <C>           <C>
Terra Nova Financial, LLC     $12,850,293   $ 2,888,665   $   500,000   $ 9,961,628   $12,350,293
Market Wise Securities, LLC        17,396         5,000          --          12,396        17,396
RushTrade Securities, Inc.         96,899         5,000        45,000        91,899        51,899
                              -----------   -----------   -----------   -----------   -----------
                              $12,964,588   $ 2,898,665   $   545,000   $10,065,923   $12,419,588
=================================================================================================
</TABLE>

Note 14 - Income Taxes

Income tax provision for the three months ended March 31, 2007 was $440,070. We
estimated the income tax provision using an annualized effective income tax
rate.

Note 15 - 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. Actual amounts could differ from those estimates.

Item 2. Management's Discussion and Analysis and Interim Results of Operation

Overview

We operate through two primary subsidiaries: Terra Nova Financial, LLC, a
full-service self-clearing agency broker-dealer and RushGroup Technologies,
Inc., a real-time financial technology company. We offer trading in a broad
suite of securities including equities, options, commodity futures and options,

                                       12
<PAGE>

ETFs, fixed income securities, mutual funds and foreign exchange to a diverse
client base.

Terra Nova operates four divisions within the Investment/Brokerage Services
Segment: Direct Division which provides individual traders and investors
complete trading experience from front to back including trade execution through
state of the art direct market access trading platforms, trade clearing and
reporting; Institutional Division, which provides clearing services, prime
brokerage, agency-only brokerage, and state of the art direct market access
solutions to hedge funds, money managers, and registered investment advisors;
Broker Services Division, which provides correspondent clearing services, trade
execution and back office reporting and account management for introducing
broker-dealers, registered representatives, registered investment advisors and
foreign brokers; and Investment Banking Division, which supports domestic and
international emerging growth companies through capital raising, strategic
advice, and the development of institutional support.

Plan of Operation

In 2006, the Company changed significantly as a result of the acquisition of
Terra Nova. This is reflected in our customer base, product offering,
operations, number of employees and financial results. Through the acquisition
of Terra Nova, a significantly larger organization and self-clearing
broker-dealer, the Company increased all aspects of its financial statements
including but not limited to assets and liabilities resulting from payables and
receivables to customers, commission receivables and capital. As a result of the
acquisition, we feel the Company has laid the foundation for implementation of
our growth strategy as a financial services company specializing in trading and
brokerage services. 2007 marks an important year noting significant progress
with the integration and the restructuring of the Company. We plan to continue
integrating the companies, reduce expenses, and grow the business.

Critical Accounting Policies

The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States, which require us
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the consolidated financial statements, and revenues
and expenses during the periods reported. Actual results could differ from those
estimates. We believe the following are the critical accounting policies, which
could have the most significant effect on our reported results and require the
most difficult, subjective or complex judgments by management.

Goodwill

Goodwill is the excess of the purchase price paid and liabilities assumed over
the estimated fair market value of net assets acquired at the date of
acquisition. Goodwill is reviewed for impairment annually or more frequently if
impairment indicators arise. The first step of this process is to identify
potential goodwill impairment by comparing the fair value of the reporting unit
to its carrying value. The Company estimates fair value using a combination of
the market price of the Company's common equity and discounted cash flows. If
the carrying value is less than fair value, the Company would complete step two
in the impairment review process which measures the amount of goodwill
impairment. Management tests the reasonableness of the inputs and outcomes of
the discounted cash flow analysis and the evaluation of the market price of its
common equity against other available comparable market data. The Company
performed its annual impairment test of goodwill during the fourth quarter of
2006 and determined that there was no impairment.

Capitalization of 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 straight-line method over the estimated useful life of
the software. 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 carrying value to net realizable value of any products for which the net
carrying 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. As part of the
acquisition of Terra Nova, the Company obtained significant software systems and

                                       13
<PAGE>

processes which encompass their proprietary back office clearing system. The
acquired software was valued at $1,500,000, based on an independent third party
valuation, and assigned a useful life of 10 years based on the significance,
functionality, and longevity expected.

The Company expenses or capitalizes development costs for internally used
software in accordance with AICPA Statement of Position 98-1 ("SOP 98-1")
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." Internally used software includes software that is acquired,
internally developed or modified to meet the Company's internal needs and the
Company has no substantive plans to market the software externally. Application
development and modifications resulting in additional functionality is
capitalized. Expenses associated with preliminary project stage where business
requirements are defined, internal and external training costs and ongoing
maintenance are expensed as incurred. Capitalization of appropriate expenses
occurs when the preliminary project stage is complete and management authorizes
and commits to the completion of the project. Capitalization ceases when the
project is ready for its intented use. The capitalized expenses are amortized on
a straight-line basis over the estimated useful life of the asset. Impairment is
measured and recognized in accordance with FASB Statement No. 144.

Intangibles

The Company acquired $6,578,000 of intangible assets as part of the acquisition
of Terra Nova on May 17, 2006. The acquired intangible assets comprised the
values prescribed to the acquired customer lists and trade name of $4,749,000
and $1,829,000, respectively, determined based on an independent third party
valuation. The useful life of these intangibles has been determined to be ten
years.

Share-Based Compensation

We account for share-based payments under SFAS No. 123 (revised 2004),
Share-Based Payment ("SFAS123R"). SFAS123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
statement of income based on their fair values.

Long-lived Assets

The Company evaluates the carrying value of long-lived assets whenever events or
changes in circumstances indicate that the carrying amount may not be fully
recoverable. If the total of the expected future undiscounted cash flows is less
than the carrying amount of the asset, a loss is recognized based on the amount
by which the carrying value exceeds the asset's fair value.

Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense or
benefit is the tax payable or refundable for the period, plus or minus the
change during the period in deferred tax assets and liabilities.

Revenue Recognition

Revenues primarily consist of brokerage related commission and fees, interest
income, and software related licensing fees. Commission revenue and related
expenses on securities transactions are recorded on a settlement date basis.
Other brokerage related revenue consists of account and transaction fees and are
recorded on a settlement date basis as security transactions occur. Software
fees are charges for the use of the Company's software execution platform.
Revenues from software fees are recognized on a monthly basis as services are
provided to account holders. Interest income is primarily generated by charges
to customers on margin balances and revenue from customer cash held and invested
by Terra Nova as a clearing firm, offset by interest paid to customers on their
credit balances. Interest is recorded as earned at calendar month-end on settled
cash balances.

Results of Continuing Operations

The following table below represents total revenue and total expense from the
Consolidated Statements of Operations for three months ended March 31, 2007 and
2006, respectively. The financial information below is derived from the
unaudited consolidated financial statements and related notes in the Quarterly
Report on Form 10-QSB.

                                       14
<PAGE>

                                           For Three Months Ended March 31,
                                           --------------------------------
    Results of Operations (in thousands)        2007              2006
                                           --------------    --------------
    Total revenues                         $       11,906    $          688

    Total operating expenses                       10,570             1,197

    Interest expense                                   25                47

    Income tax provision                              440                 -

    Net income (loss)                      $          871    $         (557)
                                           ==============    ==============

Three months Ended March 31, 2007 and 2006

Since the May 2006 acquisition the Company continues to execute the integration
of the newly acquired entities. The integration plan includes the reduction of
expenses, capitalize on synergies and a reduction of operational duplications.
We have reduced overhead and personnel costs while continuing to identify
additional synergies throughout the Company as well as identify enhancements to
our product offering, thereby positioning the Company to attract additional
revenues and market share.

We have experienced significant growth, not only demonstrated through the
acquisition, but also through organic increase in revenues relating to
investment and software operations. We anticipate that with the recent
combination of the entities resulting from the acquisition, together with the
proper execution of our business and integration plans, the Company will be
positioned to further increase revenues.

First quarter highlights include:

    o    Non-cash related expenses were approximately $511,000, which include:
             o    Depreciation expense on property and equipment of $109,847
             o    Amortization expense on capitalized software of $91,044
             o    Amortization expense on intangible assets of $177,145
             o    Amortization expense on debt discount of $6,149
             o    Stock-based compensation of $126,664
    o    March 31st completion of a co-location facility in Chicago to better
         service the needs of the enterprise's overall infrastructure and reduce
         the reliance on third party providers. Beginning with the second
         quarter of 2007 we expect expenses to decrease by $210,000 per quarter.
         Beginning with the third quarter of 2007 we anticipate an additional
         reduction of expenses of $180,000 per quarter.
    o    Continue to gain synergies from the integration of operational
         efficiencies resulting from the 2006 business combination of Terra Nova
         Financial, LLC, including internal system conversions for the
         enterprise general ledger and external reporting.
    o    Significant system functionality was added to the Terra Nova's
         broker-dealer back office system creating operational efficiencies
         particularly as it pertains to option clearing functionality.
    o    Implementation of a new RushGroup Technology trading software release
         providing the following functionality:
             o    Created multi-broker functionality including support for
                  multiple MPID's & Giveups
             o    Support private-label platforms for banks and brokerages
             o    Created a flexible hierarchy to manage multiple customer
                  accounts
             o    Reduced latency in delivering market data
             o    Enhanced order handling architecture

Revenues

Total revenues increased $11.2 million or 1630.2% from $688,138 for three months
ended in 2006 to $11.9 million in 2007. The increase in revenues is primarily a
result of the business combination in 2006 between the Company and Terra Nova.
We have also experienced growth in new accounts, trade volume, software user
fees and other related revenues which reflect the increased acceptance of our
products.

Commissions and fees revenue are primarily online brokerage revenues showing a
1,186.1% increase from $635,230 for three months in 2006 to $8.2 million in
2007. The large change is primarily a result of the acquisition of Terra Nova.
Terra Nova is mainly dependent on the overall activity in the United States
equity and options markets. Terra Nova will continue to devote resources toward
marketing its online direct access trading platforms and increasing the overall
customer base, which should continue to drive increases in trade volumes and
revenues.

Interest income from overnight cash balances showed a large increase from $4,744
for three months ended in 2006 to $3.5 million in 2007. The large increase
reflects customer cash balances held by Terra Nova as a self-clearing
broker-dealer.

                                       15
<PAGE>

Other income increased from $15,098 for three months ended March 31, 2006
compared to $134,282 in 2007, a 789.4% increase and software fees increased
211.9% to $103,119. Other income consists of investment banking revenues, data
revenue and other miscellaneous operating fees charged to clients.

Expenses

Total expenses, including interest expense on brokerage accounts, increased $9.4
million or 782.7%, from $1.2 million for three months ended March 31, 2006 to
$10.6 million in 2007. The total expenses increased primarily due to the May
2006 acquisition of Terra Nova, MW School, and MW Securities by the Company.

Commissions, execution and exchange fees increased from $321,202 for three
months ended March 31, 2006 to $2.7 million in 2007, an increase of $2.4 million
or 748.8% which is consistent with our growth in revenue and relates to the
acquisition of Terra Nova and the corresponding increase of transactions and
related expenses. In addition, employee compensation increased from $397,310 to
$2.4 million, quotations and market data increased from $114,327 to $1.5
million, interest expense increased from $0 to $1.9 million, advertising
increased $6,774 to $241,617, professional fees increased from $97,027 to
$417,619, communications and information technology increased $125,837 between
the three months ended March 31, 2007 and 2006, depreciation and amortization
increased 257.6% to $378,035, and general and administrative expenses increased
to $769,265 for three months ended March 31 in 2007 compared to $93,419 in 2006.
The increase in general and administrative expenses is primarily due to an
increase in expenses associated with the acquisition of a self-clearing
broker-dealer and operating a public company. There was no income tax provision
or expense in the prior year ended December 31, 2006 due to the fact that the
firm incurred at net loss.

Liquidity

Cash flow from operations was net cash used in of $1,014,556 for three months
ended March 31, 2007. We generated net income for the three months ended March
31, 2007 of $871,317. This amount was adjusted for non-cash expenses including
depreciation and amortization totaling $378,035, stock-based compensation of
$126,664 and amortization of debt discount of $6,149. There was a decrease in
receivable from customers of $5.6 million, a decrease in segregated cash of
$18.6 million, an increase in receivables to brokers, dealers, and clearing
organizations of $29.4 million, an increase in other assets of $630,284, an
increase in accounts payable of $528,208, an increase in payables to customers
of $2.2 million, an increase in payables to brokers and clearing organizations
of $277,924 and an increase in income tax liability of $440,070, thus yielding
net cash flows used in operating activities of $1,014,556.

Cash flow used in investing activities for three months ending March, 31 2007
was $835,235, due to the purchase of property and equipment of $554,761 and
$280,474 resulting from capitalization of software development costs.

Cash flow used in financing activities during the three months ending March 31,
2007 included $2,812 resulting from exercise on stock options and a net decrease
in line of credit of $2.7 million, thus yielding net cash flows used in
financing activities of $2.7 million.

We plan to grow organically and at the present time do not anticipate additional
cash needs, but to the extent opportunities are presented, we may need to raise
additional capital or issue additional equity. Our secured credit lines, used to
facilitate self-clearing of customer transactions, is $25 million with BMO
Capital Markets. We are pursuing additional lines to facilitate future growth.

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

                                       16
<PAGE>

operations; our ability to identify and complete diversification opportunities;
and the impact of acquisitions, divestitures, restructurings, product
withdrawals and other unusual items. 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.

Variability of Quarterly Results

The operating results for any quarter are not necessarily indicative of results
for any future period or for the full year. Our quarterly revenues and operating
results have varied in the past, and are likely to vary in the future. Such
fluctuations may result in volatility in the price of our common stock. For
information regarding the risks related to the variability of quarterly results,
see Risk Factors in Item 1 of the Annual Report on Form 10-KSB of Terra Nova
Financial Group, Inc. for the year ended December 31, 2006.

Item 3. Controls and Procedures

Introduction

"Disclosure Controls and Procedures" are defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) as the controls and procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized, and reported, within the time period specified by the SEC's rules
and forms. Disclosure Controls and Procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer's management,
including its principle executive and principal financial officers to all timely
decisions regarding disclosure.

"Internal Control over Financial Reporting" is defined in Exchange Act Rules
13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of,
an issuer's principal executive and principal financial officers, or persons
performing similar functions, and effected by an issuer's board of directors,
management, and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that: (1) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and disposition of an issuer: (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the issuer's assets that could have a
material adverse effect on the financial statements.

We have endeavored to design our Disclosure Controls and Procedures and Internal
Control over Financial Reporting to provide reasonable assurances that their
objectives will be met. A control system, no matter how well designed and
operated, can provide only reasonable, but not absolute, assurance that its
objectives will be met. All control systems are subject to inherent limitations,
such as resource constraints, the possibility of human error, lack of knowledge
or awareness, and the possibility of intentional circumvention of these
controls. Furthermore, the design of any control system is based, in part, upon
assumptions about the likelihood of future events, which assumptions may
ultimately prove to be incorrect. As a result, we cannot assure you our control
system will detect every error or instance of fraudulent conduct, including an
error or instance of fraudulent conduct which could have a material adverse
impact on our operations or results.

Changes in Internal Control Over Financial Reporting

During the three months ended March 31, 2007, there were no changes in our
Internal Control over Financial Reporting that have materially affected, or are
reasonably likely to materially affect, our Internal Control over Financial
Reporting. However, we have made, and are continuing to make, changes in our
Internal Control over Financial Reporting aimed at enhancing their effectiveness
and ensuring that our systems evolve with, and meet the needs of, our business.
We are also continually striving to improve our management and operational
efficiency, and we expect that our efforts in this regard will enhance and
strengthen our Internal Control over Financial Reporting. For example, we expect
to hire additional professionals, with the aim of upgrading and reinforcing the
technical resources available to our staff. We are also continuing our efforts
to upgrade our information technology capabilities and are preparing for the
implementation of a uniform consolidated accounting system at all of our
business units.

                                       17
<PAGE>

Evaluation of Disclosure Controls and Procedures.

The Company's management, with the participation of our chief executive officer
and chief financial officer, has evaluated the effectiveness of our Disclosure
Controls and Procedures as of March 31, 2007. Based upon that evaluation, the
Company's chief executive officer and chief financial officer concluded that the
Company's Disclosure Controls and Procedures were effective as of the end of the
period covered by this report to provide reasonable assurance that information
required to be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time period specified in the SEC rules and forms.


                            PART II OTHER INFORMATION
                            -------------------------

Item 1. Legal Proceedings

From time to time the Company is engaged in routine legal proceedings that are
incidental to the conduct of its business. None of such proceeding is deemed to
be material.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In the first quarter of 2007 the Company issued 5,000 shares of common stock for
director compensation which was paid on March 31, 2007. In addition, on January
26, 2007, 15,625 shares were issued resulting from exercising stock options.
These stock options were exercised by a former employee. These stock options
were exercised under the Company's 2005 Long-Term Equity Incentive Plan with an
exercise price of $.18 per share. All shares were issued pursuant to Section
4(2) of the Securities Act of 1933 providing exemption from the registration
requirements of such Act.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders No matters were
submitted to shareholders during the first quarter of 2007.

Item 5. Other Information

Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report on 10-QSB:

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



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<PAGE>

                                   SIGNATURES

In accordance with requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


         May 15, 2007                                /s/ Michael G. Nolan
         -------------                               ---------------------------
         Date                                        Michael G. Nolan
                                                     Chief Executive Officer


         May 15, 2007                                /s/ M. Patricia Kane
         -------------                               ---------------------------
         Date                                        M. Patricia Kane
                                                     Chief Financial Officer





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