RUSHMORE FINANCIAL GROUP INC
8-K, 1998-05-06
INSURANCE AGENTS, BROKERS & SERVICE
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                                   F O R M 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  April 29, l998
                                                 ------------------



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



                                      Texas
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

         000-24057                                      75-2375969
- ----------------------------------           -----------------------------------
(Commission file number)                     (IRS employer identification no.)


13355 Noel Road, Suite 650, Dallas, TX                              75240
- ----------------------------------------                       -----------------
(Address of principal executive offices)                           (Zip code)


Registrants telephone number, including area code              (972) 450-6000
                                                               -----------------


<PAGE>




Item 4.  Changes in Registrant's Certifying Accountant
- ------------------------------------------------------

On April 29, l998, Rushmore Financial Group, Inc. (the "Corporation")  appointed
the accounting firm of KPMG Peat Marwick LLP as its independent auditors for the
fiscal year ending  December 31, 1997,  and chose not to renew the engagement of
Cheshier & Fuller, L.L.P., who served as the Corporation's  independent auditors
for the  fiscal  year  ended  December  31,  l996.  The  Corporation's  Board of
Directors  approved the  selection  of KPMG Peat Marwick LLP as new  independent
auditors upon the recommendation of the Corporation's  Audit Committee.  Neither
management  nor anyone on its behalf has  consulted  with KPMG Peat  Marwick LLP
regarding the application of accounting  principles to a specified  transaction,
either  completed  or  proposed,  or the type of  audit  opinion  that  might be
rendered on the Corporation's financial statements, and neither a written report
nor oral  advice was  provided  to the  Corporation  that KPMG Peat  Marwick LLP
concluded was an important  factor  considered by the  Corporation in reaching a
decision as to the accounting  auditing or financial  reporting issue during the
Corporation's  two most recent  fiscal years prior to engaging KPMG Peat Marwick
LLP.

The Cheshier & Fuller, L.L.P. reports on the Corporation's  financial statements
for the years ended  December  31, l996 and December 31, 1995 did not contain an
adverse  opinion or  disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. Since January 1, l995, the
Corporation has not had any disagreements with Cheshier & Fuller,  L.L.P. on any
matter of accounting principles or practices,  financial statement disclosure or
auditing  scope or  procedures  that would  require  disclosure  in this Current
Report on Form 8-K.

Cheshier & Fuller, L.L.P. has furnished to the Corporation a letter addressed to
the SEC stating that it agrees with the statements in the immediately  preceding
paragraph. A copy of such letter, dated May 5,1998 is filed as exhibit 1 to this
Form 8-K.


<PAGE>



                                    SIGNATURE

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

                                            Rushmore Financial Group, Inc.

Dated: May 5, 1998                          By /s/ D. M. Rusty Moore Jr.
                                            ------------------------------------
                                            By D.M. Rusty Moore Jr., CEO



                                INDEX TO EXHIBITS

Letter  pursuant to Item 304 (a) (3) of  Regulation  S-K to the  Securities  and
Exchange Commission from Cheshier & Fuller, L.L.P., dated May 5, l998.


<PAGE>




                                                                       Exhibit 1





May 5, l998


Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC  20549

Gentlemen:

We have read Item 4 of Form 8-K dated May 5, 1998, of Rushmore  Financial Group,
Inc. and are in agreement  with the  statements  contained  therein.  We have no
basis to agree or disagree  with other  statements of the  registrant  contained
therein.



                                            By /s/ Cheshier & Fuller, L.L.P.
                                            ------------------------------------
                                            Cheshier & Fuller, L.L.P.












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