<PAGE>
As filed with the Securities and Exchange Commission on May 5, 1998
Registration No. 333-42225
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
POST-EFFECTIVE AMENDMENT NO. ONE
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
RUSHMORE FINANCIAL GROUP, INC.
(Name of small business issuer in its charter)
TEXAS 75-2375969
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13355 Noel Road, Suite 650
Dallas, Texas 75240
(972) 450-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________________________
D.M. MOORE, JR.
Chief Executive Officer
Rushmore Financial Group, Inc.
13355 Noel Road, Suite 650
Dallas, Texas 75240
(972) 450-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________________
Copy to:
RONALD L. BROWN, ESQ.
Glast, Phillips & Murray, P.C.
13355 Noel Road, Suite 2200
Dallas, Texas 75240
This Registration Statement shall hereafter become effective in accordance
with Section 8(c) of the Securities Act of 1933.
================================================================================
DEREGISTRATION OF SECURITIES
<PAGE>
DEREGISTRATION OF SECURITIES
----------------------------
On February 17, 1998, the Registration Statement on Form SB-2 (File No.
333-42225) (the "Registration Statement") of Rushmore Financial Group, Inc. (the
"Issuer") covering an aggregate of 1,250,000 shares of Common Stock, par value
$.01 per share (the "Common Stock"), of the Issuer to be sold in its initial
public offering, was declared effective by the Securities and Exchange
Commission.
Pursuant to the undertakings of the Issuer set forth in Part II of the
Registration Statement, the Issuer hereby deregisters an aggregate of 434,659
shares of Common Stock covered by the Registration Statement that remain unsold
as of the date of filing hereof pursuant to this Post-Effective Amendment No. 1
to the Registration Statement.
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<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on April 30, 1998.
Rushmore Financial Group, Inc.
By: /s/ D.M. Moore, Jr.
--------------------------------------
D. M. Moore, Jr., Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of
Rushmore Financial Group, Inc., a Texas corporation, which is filing a
Registration Statement on Form SB-2 with the Securities and Exchange Commission,
Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), hereby constitute and appoint D. M. Moore, Jr.
and Jim W. Clark, and each of them, the individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the person and in his or her name, place and stead, in any
and all capacities, to sign such Registration Statement and any or all
amendments, including post-effective amendments, to the Registration Statement,
including a Prospectus or an amended Prospectus therein and any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, and all other documents in connection
therewith to be filed with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact as agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ D. M. Moore, Jr. Chairman, President, Chief April 30, 1998
- --------------------------------------- Executive Officer and Director
D. M. Moore, Jr. (Principal Executive Officer)
/s/ Robert W. Hendren Controller and Chief Financial April 30, 1998
- --------------------------------------- Officer (Principal Financial
Robert W. Hendren and Accounting Officer)
*/s/ Jim W. Clark Director and Secretary April 30, 1998
- -----------------------------------------
Jim W. Clark
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
*/s/ F. E. Mowery Director April 30, 1998
- ----------------------------------------
F. E. Mowery
*/s/ Timothy J. Gardiner Director April 30, 1998
- -------------------------------------
Timothy J. Gardiner
*/s/ H. Gary Curry Director April 30, 1998
- -----------------------------------------
H. Gary Curry
*/s/ Mark S. Adler Director April 30, 1998
- ----------------------------------------
Mark S. Adler
*/s/ Harlan T. Cardwell, III Director April 30, 1998
- ------------------------------------
Harlan T. Cardwell, III
/s/ James Fehleison Director April 30, 1998
- --------------------------------------
James Fehleison
/s/ Gayle C. Tinsley Director April 30, 1998
- --------------------------------------
Gayle C. Tinsley
*By:/s/ D.M. Moore, Jr.
------------------------------------
D.M. Moore, Jr. Attorney-in-Fact
</TABLE>
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