RUSHMORE FINANCIAL GROUP INC
NT 15D2/A, 1998-05-18
INSURANCE AGENTS, BROKERS & SERVICE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 12b-25

                                                                       000-24057
                                                                 SEC FILE NUMBER

                                                                     782055-10-7
                                                                    CUSIP NUMBER

                           NOTIFICATION OF LATE FILING

[x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form
10-QSB [ ] Form N-SAR

For Period Ended: December 31, 1997 (due May 17, 1998 per Rule 15d-2)

[ ]  Transition  Report  on Form  10-K [ ]  Transition  Report  on Form 20-F [ ]
Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition
Report on Form N-SAR

For the Transition Period Ended:

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information  contained  herein.  If the  notification  relates to a
portion  of the  filing  checked  above,  identify  the  Item(s)  to  which  the
notification relates:

Part I - Registrant Information

         Full Name of Registrant: Rushmore Financial Group, Inc.
         Former Name if Applicable:
         Address of Principal Executive Office: 13355 Noel Road, Suite 650, 
           Dallas, Texas 75240

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

                                        1

<PAGE>



         (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

         (c) The accountant's statement or other exhibit required by Rule 12b-25
is attached.

Part III - Narrative

         A  registration  statement for  Registrant's  initial  public  offering
became effective  February 17, 1998, using financial  statements current through
September  30, 1997.  The Offering was on a best efforts basis and did not close
until April 24,  1998,  at which time  Registrant  obtained new  accountants  to
complete the audit of its  financial  statements  as of December 31, 1997.  Such
accountants are unable to complete the audit until approximately May 31, 1998.

Part IV - Other Information

         (1) Name and telephone number of person to contact in regard to this
 notification
 
   Robert W. Hendren   (972) 308-8847

         (2) Have all other periodic  reports required under section 13 or 15(d)
of the Securities  Exchange Act of 1934 or section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).

[x] Yes           [ ] No

         (3)  Is it  anticipated  that  any  significant  change  in  result  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

[ ] Yes           [x] No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.



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<PAGE>



         Rushmore Financial Group, Inc. has caused this notification to be 
signed on its behalf thereunto duly authorized.

Date: 5/15/98

                                RUSHMORE FINANCIAL GROUP, INC.


                                 By: /s/ Robert W. Hendren
                                     ---------------------------------
                                     Robert W. Hendren, Chief Financial Officer






<PAGE>


                                    EXHIBIT A



Rushmore Financial Group, Inc.
13355 Noel Road, Suite 650
Dallas, Texas 75240

Ladies and Gentlemen:

Pursuant  to  Rule  12b-25  of the  General  Rules  and  Regulations  under  the
Securities  Exchange  Act of 1934,  we inform you that we have been  furnished a
copy of Form 12b-25 to be filed by Rushmore  Financial  Group,  Inc. on or about
May 15, 1998, which contains notification of the registrant's  inability to file
its Form 10-KSB by May 17, 1998. We have read the Company's statements contained
in Part III therein and we agree with the stated  reasons as to why we have been
unable to complete our audit and report on the financial statements for the year
ended December 31, 1997, to be included in Form 10-KSB.

                                                     Very truly yours,



                                                     /s/ KPMG Peat Marwick, LLP
                                                     ---------------------------
                                                         KPMG Peat Marwick, LLP






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