As filed with the Securities and Exchange Commission on February 1, 2007
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                -----------------

                        TERRA NOVA FINANCIAL GROUP, INC.
             (Exact name of the Company as specified in its charter)

             Texas                                              75-2375969
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                             Identification No.)
                                -----------------

                         100 S. Wacker Drive, Suite 1550
                                Chicago, IL 60606
                    (Address of principal executive offices)

                                -----------------

                           2006 WARRANT INCENTIVE PLAN
                            (Full title of the plan)


                                M. Patricia Kane
                        Terra Nova Financial Group, Inc.
                         100 S. Wacker Drive, Suite 1550
                                Chicago, IL 60606
                     (Name and address of agent for service)
                                 (312) 827-3600
          (Telephone number, including area code, of agent for service)

                                 With copies to:

                              Ronald L. Brown, Esq.
                                Andrews Kurth LLP
                          1717 Main Street, Suite 3700
                               Dallas, Texas 75201
                                 (214) 659-4400
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------- -------------- -------------------- -------------------- ------------------
Title of Securities   Amount to be    Proposed Maximum     Proposed Maximum        Amount of
 to be Registered      Registered    Offering Price per   Aggregate Offering   Registration Fee
                                           Share               Price (1)
-------------------- -------------- -------------------- -------------------- ------------------
<S>                  <C>            <C>                  <C>                  <C>
Common Stock, $0.01    35,000,000          $0.25              $8,750,000           $1,029.88
-------------------- -------------- -------------------- -------------------- ------------------
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
          ------------------

Item 2.  Registrant Information and Employee Plan Annual Information. *
         --------------------------------------------------------------

*The document(s) containing the information specified in Part 1 of Form S-8 will
be sent or given to participants as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"). Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Act.







                                       2
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         ------------------------------------------------

         The following documents previously or concurrently filed by Terra Nova
Financial Group, Inc. (formerly known as Rush Financial Technologies, Inc.) (the
"Company") with the Commission are hereby incorporated by reference into this
Registration Statement:

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2005 (the "Annual Report") filed by the
                  Company (SEC File No. 000-24057) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission on April 17, 2006.

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Annual Report referred to in (a) above.

         (c)      The description of the Company's Common Stock set forth under
                  the caption "Description of Capital Stock" in the Company's
                  Registration Statement on Form SB-2, File No. 333-136194,
                  filed with the Commission and effective on July 31, 2006, as
                  amended, is hereby incorporated by reference.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

Item 4.  Description of Securities.
         --------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         In accordance with the Texas Business Corporation Act, Article IV of
the Company's Bylaws provides that the Company may advance expenses to and
indemnify directors, officers, employees, agents and other persons who may have
advanced expenses and be indemnified under applicable law.

         Section 2.02-1 of the Texas Business Corporation Act permits
indemnification of directors and officers of the Company and officers and
directors of another corporation, partnership, joint venture, trust, or other
enterprise who serve at the request of the Company, against expenses, including
attorneys fees, judgments, fines and amounts paid in settlement actually and
reasonable incurred by such person in connection with any action, suit or
proceeding in which such person is a party by reason of such person being or
having been a director or officer of the Company or at the request of the
Company, if he conducted himself in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and with

                                       3
<PAGE>

respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The Company may not indemnify an officer or a director
with respect to any claim, issue or matter as to which such officer or director
shall have been adjudged to be liable to the Company, unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application, that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. The extent that
an officer or director is successful on the merits or otherwise in defense on
the merits or otherwise in defense of any action, suit or proceeding with
respect to which such person is entitled to indemnification, or in defense of
any claim, issue or matter therein, such person is entitled to be indemnified
against expenses, including attorney's fees, actually and reasonably incurred by
him in connection therewith.

         The circumstances under which indemnification is granted in an action
brought on behalf of the Company are generally the same as those set forth
above; however, expenses incurred by an officer or a director in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of final disposition upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount if it is ultimately determined
that such officer or director is not entitled to indemnification by the Company.

         No director of the Company shall be personally liable to the Company or
any of its shareholders for damages for any act or omission in such capacity
except to the extent Texas law expressly precludes limitation of such personal
liability, which it does when the director is found liable for a breach of duty
of loyalty, an act or omission not in good faith that constitutes a breach of
duty or intentional misconduct or knowing violation of law, a transaction from
which the director received an improper benefit or any other case where
liability is provided by statute.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not Applicable.

Item 8.  Exhibits.
         ---------

Exhibit No.       Description
-----------       -----------

3.1               Articles of Incorporation, as amended, of the Registrant
                  (reference is made to Registrant's Registration Statement No.
                  333-136194 on Form SB-2, as amended, filed on October 31,
                  2006, together with any exhibits thereto, which are
                  incorporated herein by reference)

5.1               Opinion of Andrews Kurth LLP

10.1              2006 Warrant Incentive Plan

10.2              Form of Warrant Agreement

23.1              Consent of KBA Group LLP

23.2              Consent of Ryan & Juraska

23.3              Consent of Andrews Kurth LLP (included in Exhibit 5.1)

24.1              Power of Attorney (included on Signature Page to the
                  Registration Statement)



                                       4
<PAGE>

Item 9.  Undertakings.
         -------------

         (a)  The undersigned Registrant hereby undertakes:

              (1)    To file, during any period in which offers or sales are
                     being made, a post-effective  amendment to the Registration
                     Statement:

                     (i)    To include any prospectus required by Section
                            10(a)(3) of the Securities Act;

                     (ii)   To reflect in the prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the Registration Statement.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high end of the estimated maximum
                            offering range may be reflected in the form of a
                            prospectus filed with the Commission pursuant to
                            Rule 424(b) if, in the aggregate, the changes in
                            volume and price represent no more than a 20% change
                            in the maximum aggregate offering price set forth in
                            the "Calculation of registration Fee" table in the
                            effective Registration Statement.

                     (iii)  To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;
                            provided however, that provisions (i) and (ii) of
                            this undertaking do not apply if the information
                            required to be included in a post-effective
                            amendment thereunder is contained in periodic
                            reports filed with or furnished to the Commission by
                            the Company pursuant to Section 13 or Section 15(d)
                            of the Exchange Act that are incorporated by
                            reference in the Registration Statement.

              (2)    That, for the purpose of determining any liability under
                     the Securities Act, each such post-effective amendment
                     shall be deemed to be a new registration statement relating
                     to the securities offered therein, and the offering of such
                     securities at that time shall be deemed to be the initial
                     bona fide offering thereof.

              (3)    To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing of
              the Registrant's annual report pursuant to Section 13(a) or
              Section 15(d) of the Exchange Act (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Exchange Act) that is incorporated by
              reference in the Registration Statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.



                                       5
<PAGE>


         (c)  Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the Registrant has been advised that in
              the opinion of the Commission such indemnification is against
              public policy as expressed in the Securities Act and is,
              therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than director,
              officer or controlling person in the successful defense of any
              action, suit or proceeding) is asserted by such director, officer
              or controlling person in connection with the securities being
              registered, the Company will, unless in the opinion of its counsel
              the matter has been settled by controlling precedent, submit to a
              court of appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in the
              Securities Act and will be governed by the final adjudication of
              such issue.





                                       6
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on February 1, 2007.

                                     TERRA NOVA FINANCIAL GROUP, INC.


                                     By:  /s/ Michael G. Nolan
                                          --------------------------------------
                                              Michael G. Nolan
                                              Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature to the
Registration Statement appears below hereby appoints M. Patricia Kane, as such
person's attorney-in-fact with full power to act alone, with full power of
substitution or resubstitution, for such person and in such person's name, place
and stead, in any and all capacities to sign on such person's behalf,
individually and in the capacities stated below, and to file any and all
amendments and post-effective amendments to this Registration Statement, which
amendment or amendments may make such changes and additions as such
attorney-in-fact may deem necessary or appropriate.

Name                         Office                            Date

 /s/ Michael G. Nolan        President and Chief Executive     February 1, 2007
------------------------     Officer (Principal Executive
Michael G. Nolan             Officer)

 /s/ M. Patricia Kane        Chief Financial Officer           February 1, 2007
------------------------     (Principal Financial and
M. Patricia Kane             Accounting Officer)

 /s/ Gayle C. Tinsley        Director                          February 1, 2007
------------------------
Gayle C. Tinsley
 /s/ Charles B. Brewer       Director                          February 1, 2007
------------------------
Charles B. Brewer

 /s/ Russell N. Crawford     Director                          February 1, 2007
------------------------
Russell N. Crawford

 /s/ Stephen B. Watson       Director                          February 1, 2007
------------------------
Stephen B. Watson

 /s/ Bernay Box              Chairman and Director             February 1, 2007
------------------------
Bernay Box

 /s/ Murrey Wanstrath        Director                          February 1, 2007
------------------------
Murrey Wanstrath



                                       7
<PAGE>


                        TERRA NOVA FINANCIAL GROUP, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT



EXHIBIT NO.       DESCRIPTION
-----------       -----------

3.1               Articles of Incorporation, as amended, of the Registrant
                  (reference is made to Registrant's Registration Statement No.
                  333-136194 on Form SB-2, as amended, filed on October 31,
                  2006, together with any exhibits thereto, which are
                  incorporated herein by reference)

5.1               Opinion of Andrews  Kurth LLP

10.1              2006 Warrant Incentive Plan

10.2              Form of Warrant

23.1              Consent of KBA Group, LLP

23.2              Consent of Ryan & Juraska

23.3              Consent of Andrews Kurth LLP (included in Exhibit 5.1)

24.1              Power of Attorney (included on Signature Page to the
                  Registration Statement)







                                       8
[{"type": "S-8", "sequence": "1", "filename": "terra1206s8.txt", "secsgml_size_bytes": 20355}]
{"company-data": {"conformed-name": "Terra Nova Financial Group Inc", "cik": "0000884892", "assigned-sic": "6211", "irs-number": "752375969", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-140398", "film-number": "07573236"}, "business-address": {"street1": "100 S WACKER DR", "street2": "STE 1550", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "8668666546"}, "mail-address": {"street1": "100 S WACKER DR", "street2": "STE 1550", "city": "CHICAGO", "state": "IL", "zip": "60606"}, "former-company": [{"former-conformed-name": "RUSH FINANCIAL TECHNOLOGIES INC", "date-changed": "20040301"}, {"former-conformed-name": "RUSHMORE FINANCIAL GROUP INC", "date-changed": "19971211"}, {"former-conformed-name": "RUSHMORE CAPITAL CORP", "date-changed": "19971209"}]}
As filed with the Securities and Exchange Commission on February 1, 2007
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                -----------------

                        TERRA NOVA FINANCIAL GROUP, INC.
             (Exact name of the Company as specified in its charter)

             Texas                                              75-2375969
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                             Identification No.)
                                -----------------

                         100 S. Wacker Drive, Suite 1550
                                Chicago, IL 60606
                    (Address of principal executive offices)

                                -----------------

                           2006 WARRANT INCENTIVE PLAN
                            (Full title of the plan)

                                M. Patricia Kane
                        Terra Nova Financial Group, Inc.
                         100 S. Wacker Drive, Suite 1550
                                Chicago, IL 60606
                     (Name and address of agent for service)
                                 (312) 827-3600
          (Telephone number, including area code, of agent for service)

                                 With copies to:

                              Ronald L. Brown, Esq.
                                Andrews Kurth LLP
                          1717 Main Street, Suite 3700
                               Dallas, Texas 75201
                                 (214) 659-4400
CALCULATION OF REGISTRATION FEE
-------------------- -------------- -------------------- -------------------- ------------------
Title of Securities   Amount to be    Proposed Maximum     Proposed Maximum        Amount of
 to be Registered      Registered    Offering Price per   Aggregate Offering   Registration Fee
                                           Share               Price (1)
-------------------- -------------- -------------------- -------------------- ------------------
Common Stock, $0.01    35,000,000          $0.25              $8,750,000           $1,029.88
-------------------- -------------- -------------------- -------------------- ------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
          ------------------

Item 2.  Registrant Information and Employee Plan Annual Information. *
         --------------------------------------------------------------

*The document(s) containing the information specified in Part 1 of Form S-8 will
be sent or given to participants as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"). Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Act.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         ------------------------------------------------

         The following documents previously or concurrently filed by Terra Nova
Financial Group, Inc. (formerly known as Rush Financial Technologies, Inc.) (the
"Company") with the Commission are hereby incorporated by reference into this
Registration Statement:

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2005 (the "Annual Report") filed by the
                  Company (SEC File No. 000-24057) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission on April 17, 2006.

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Annual Report referred to in (a) above.

         (c)      The description of the Company's Common Stock set forth under
                  the caption "Description of Capital Stock" in the Company's
                  Registration Statement on Form SB-2, File No. 333-136194,
                  filed with the Commission and effective on July 31, 2006, as
                  amended, is hereby incorporated by reference.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

Item 4.  Description of Securities.
         --------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         In accordance with the Texas Business Corporation Act, Article IV of
the Company's Bylaws provides that the Company may advance expenses to and
indemnify directors, officers, employees, agents and other persons who may have
advanced expenses and be indemnified under applicable law.

         Section 2.02-1 of the Texas Business Corporation Act permits
indemnification of directors and officers of the Company and officers and
directors of another corporation, partnership, joint venture, trust, or other
enterprise who serve at the request of the Company, against expenses, including
attorneys fees, judgments, fines and amounts paid in settlement actually and
reasonable incurred by such person in connection with any action, suit or
proceeding in which such person is a party by reason of such person being or
having been a director or officer of the Company or at the request of the
Company, if he conducted himself in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and with

                                       3
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The Company may not indemnify an officer or a director
with respect to any claim, issue or matter as to which such officer or director
shall have been adjudged to be liable to the Company, unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application, that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. The extent that
an officer or director is successful on the merits or otherwise in defense on
the merits or otherwise in defense of any action, suit or proceeding with
respect to which such person is entitled to indemnification, or in defense of
any claim, issue or matter therein, such person is entitled to be indemnified
against expenses, including attorney's fees, actually and reasonably incurred by
him in connection therewith.

         The circumstances under which indemnification is granted in an action
brought on behalf of the Company are generally the same as those set forth
above; however, expenses incurred by an officer or a director in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of final disposition upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount if it is ultimately determined
that such officer or director is not entitled to indemnification by the Company.

         No director of the Company shall be personally liable to the Company or
any of its shareholders for damages for any act or omission in such capacity
except to the extent Texas law expressly precludes limitation of such personal
liability, which it does when the director is found liable for a breach of duty
of loyalty, an act or omission not in good faith that constitutes a breach of
duty or intentional misconduct or knowing violation of law, a transaction from
which the director received an improper benefit or any other case where
liability is provided by statute.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not Applicable.

Item 8.  Exhibits.
         ---------

Exhibit No.       Description
-----------       -----------

3.1               Articles of Incorporation, as amended, of the Registrant
                  (reference is made to Registrant's Registration Statement No.
                  333-136194 on Form SB-2, as amended, filed on October 31,
                  2006, together with any exhibits thereto, which are
                  incorporated herein by reference)

5.1               Opinion of Andrews Kurth LLP

10.1              2006 Warrant Incentive Plan

10.2              Form of Warrant Agreement

23.1              Consent of KBA Group LLP

23.2              Consent of Ryan & Juraska

23.3              Consent of Andrews Kurth LLP (included in Exhibit 5.1)

24.1              Power of Attorney (included on Signature Page to the
                  Registration Statement)

                                       4
Item 9.  Undertakings.
         -------------

         (a)  The undersigned Registrant hereby undertakes:

              (1)    To file, during any period in which offers or sales are
                     being made, a post-effective  amendment to the Registration
                     Statement:

                     (i)    To include any prospectus required by Section
                            10(a)(3) of the Securities Act;

                     (ii)   To reflect in the prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the Registration Statement.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high end of the estimated maximum
                            offering range may be reflected in the form of a
                            prospectus filed with the Commission pursuant to
                            Rule 424(b) if, in the aggregate, the changes in
                            volume and price represent no more than a 20% change
                            in the maximum aggregate offering price set forth in
                            the "Calculation of registration Fee" table in the
                            effective Registration Statement.

                     (iii)  To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;
                            provided however, that provisions (i) and (ii) of
                            this undertaking do not apply if the information
                            required to be included in a post-effective
                            amendment thereunder is contained in periodic
                            reports filed with or furnished to the Commission by
                            the Company pursuant to Section 13 or Section 15(d)
                            of the Exchange Act that are incorporated by
                            reference in the Registration Statement.

              (2)    That, for the purpose of determining any liability under
                     the Securities Act, each such post-effective amendment
                     shall be deemed to be a new registration statement relating
                     to the securities offered therein, and the offering of such
                     securities at that time shall be deemed to be the initial
                     bona fide offering thereof.

              (3)    To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing of
              the Registrant's annual report pursuant to Section 13(a) or
              Section 15(d) of the Exchange Act (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Exchange Act) that is incorporated by
              reference in the Registration Statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.

                                       5
(c)  Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the Registrant has been advised that in
              the opinion of the Commission such indemnification is against
              public policy as expressed in the Securities Act and is,
              therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than director,
              officer or controlling person in the successful defense of any
              action, suit or proceeding) is asserted by such director, officer
              or controlling person in connection with the securities being
              registered, the Company will, unless in the opinion of its counsel
              the matter has been settled by controlling precedent, submit to a
              court of appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in the
              Securities Act and will be governed by the final adjudication of
              such issue.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on February 1, 2007.

                                     TERRA NOVA FINANCIAL GROUP, INC.

                                     By:  /s/ Michael G. Nolan
                                          --------------------------------------
                                              Michael G. Nolan
                                              Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature to the
Registration Statement appears below hereby appoints M. Patricia Kane, as such
person's attorney-in-fact with full power to act alone, with full power of
substitution or resubstitution, for such person and in such person's name, place
and stead, in any and all capacities to sign on such person's behalf,
individually and in the capacities stated below, and to file any and all
amendments and post-effective amendments to this Registration Statement, which
amendment or amendments may make such changes and additions as such
attorney-in-fact may deem necessary or appropriate.

Name                         Office                            Date

 /s/ Michael G. Nolan        President and Chief Executive     February 1, 2007
------------------------     Officer (Principal Executive
Michael G. Nolan             Officer)

 /s/ M. Patricia Kane        Chief Financial Officer           February 1, 2007
------------------------     (Principal Financial and
M. Patricia Kane             Accounting Officer)

 /s/ Gayle C. Tinsley        Director                          February 1, 2007
------------------------
Gayle C. Tinsley
 /s/ Charles B. Brewer       Director                          February 1, 2007
------------------------
Charles B. Brewer

 /s/ Russell N. Crawford     Director                          February 1, 2007
------------------------
Russell N. Crawford

 /s/ Stephen B. Watson       Director                          February 1, 2007
------------------------
Stephen B. Watson

 /s/ Bernay Box              Chairman and Director             February 1, 2007
------------------------
Bernay Box

 /s/ Murrey Wanstrath        Director                          February 1, 2007
------------------------
Murrey Wanstrath

                                       7
TERRA NOVA FINANCIAL GROUP, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

EXHIBIT NO.       DESCRIPTION
-----------       -----------

3.1               Articles of Incorporation, as amended, of the Registrant
                  (reference is made to Registrant's Registration Statement No.
                  333-136194 on Form SB-2, as amended, filed on October 31,
                  2006, together with any exhibits thereto, which are
                  incorporated herein by reference)

5.1               Opinion of Andrews  Kurth LLP

10.1              2006 Warrant Incentive Plan

10.2              Form of Warrant

23.1              Consent of KBA Group, LLP

23.2              Consent of Ryan & Juraska

23.3              Consent of Andrews Kurth LLP (included in Exhibit 5.1)

24.1              Power of Attorney (included on Signature Page to the
                  Registration Statement)

                                       8