SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



(Mark One)

(x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2005



OR



( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

EXCHANGE ACT



For the transition period from _____ to ______



Commission file number 0-29463



River Capital Group, Inc.

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

(Exact name of small business issuer as specified in its charter)



Delaware

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

(State or other jurisdiction of incorporation or organization)



51-0392750

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

(IRS Employer Identification No.)



130 King Street West #3680, Toronto, Canada M5X 1B1

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

(Address of principal executive offices)



416-366-2856

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

(Issuer'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.



Yes (X) No ( )



Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange
Act)



Yes (X) No ()





State the number of shares outstanding of each of the issuer's classes of

common equity, as of the latest practicable date. As of November 2, 2005 the

registrant had issued and outstanding 6,271,455 shares of common stock.



Transitional Small Business Disclosure Format (check one);



Yes ( ) No (x)



1



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Page No.

--------

PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



INDEX TO FINANCIAL STATEMENTS



Balance Sheet at

September 30, 2005(unaudited)and December 31, 2004

3



Statements of Operations

for the Three and Nine Months ended September 30, 2005

and 2004 and June 1, 2000 (inception)

to September 30, 2005(unaudited)

4 - 5



Statements of Cash Flows for

the Nine Months ended September 30, 2005

and 2004  and June 1, 2000 (inception)

to September 30, 2005(unaudited)                                       
6



Selected Notes to the Financial

Statements (unaudited)                                                 
7



Item 2. Management's Discussion and Analysis or Plan of Operation      
9





Item 3. Controls and Procedures

11



PART II - OTHER INFORMATION



Item 1. Legal Proceedings.

12



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

12



Item 3. Defaults Upon Senior Securities.

12



Item 4. Submission of Matters to a Vote of Security Holders.

12



Item 5. Other Information.

12



Item 6. Exhibits.

12



SIGNATURES

12

















2



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|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|---------------------------------------------------- | ------------------------------------------------------ | ----------------------------------------------------------- |  | ----------------- | ------------------- | ---------------- | ------------------
|RIVER
      CAPITAL GROUP, INC.                     
|(a
      development stage company)                 
|BALANCE
      SHEET                                 
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        |                                                             |  |                   | September
      30, |                  | December
      31,
|                                                     |                                                        |                                                             |  |                   | 2005                |                  | 2004              
|                                                     |                                                        |                                                             |  |                   | (unaudited)         |                  |                   
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|ASSETS                                               |                                                        |                                                             |  |                   |                    
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     | Cash                                                   |                                                             |  | $
        156,219 |                     | $
        95,554
|                                                     | Due
      from related party                           |                                                             |  | -                 |                     | 963             
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        | Total
      current assets                                  |  |                   | 156,219             |                  | 96,517            
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     | Total
      assets                                     |                                                             |  | $
        156,219 |                     | $
        96,517
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT) |                                                        |                                                             |  |                   |                    
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     | Accounts
      payable and accrued expenses            |                                                             |  | $
         20,362 |                     | $
        12,445
|                                                     | Accounts
      payable to related parties              |                                                             |  | 97,695            |                     | 38,885          
|                                                     | Convertible
      notes                                |                                                             |  | 184,480           |                     | -               
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        | Total
      current liabilities                             |  |                   | 302,537             |                  | 51,330            
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|Stockholders'
      equity (deficit:)                |                                                        |                                                             |  |                   |                    
|                                                     | Common
      stock, $.001 par value, 50,000,000 shares |                                                             |  |                   |                     |                 
|                                                     |                                                        | authorized:
      6,246,455 and 6,196,455 shares issued and |  |                   |                     |                  |                   
|                                                     |                                                        | outstanding
      in 2005 and 2004, respectively            |  |                   | 6,246               |                  | 6,196             
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     | Additional
      paid-in capital                       |                                                             |  | 1,237,436         |                     | 1,124,256       
|                                                     | Deficit
      accumulated during development stage     |                                                             |  | (1,390,000)       |                     | (1,085,265)     
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        | Total
      stockholders' equity (deficit)                  |  |                   | (146,318)           |                  | 45,187            
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     | Total
      liabilities and stockholders' equity       |                                                             |  | $
        156,219 |                     | $
        96,517
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   
|                                                     |                                                        |                                                             |  |                   |                     |                  |                   

|The
      accompanying notes are an integral part of these financial statements.
|--------------------------------------------------------------------------------







3

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|                                    |                                          |                                |         |                     |         |                      |           |                     
|----------------------------------- | ---------------------------------------- | ------------------------------ | ------- | ------------------- | ------- | -------------------- | --------- | --------------------
|RIVER
      CAPITAL GROUP, INC.    
|(a
      development stage company)
|STATEMENTS
      OF OPERATIONS     
|(Unaudited)                        
|                                    |                                          |                                |         |                     |         |                      |           |                     
|                                    |                                          |                                |         | For
      the three |         | For
      the three  |           | June
      1, 2000  
|                                    |                                          |                                |         | months
      ended  |         | months
      ended   |           | (inception)
      to
|                                    |                                          |                                |         | September
      30, |         | September
      30,  |           | September
      30, 
|                                    |                                          |                                |         | 2005                |         | 2004                 |           | 2005                
|                                    |                                          |                                |         |                     |         |                      |           |                     
|Revenue                             |                                          | $
             -               |         | $ 
            -    |         | $ 
                -
|                                    |                                          |                                |         |                     |         |                      |           |                     
|                                    |                                          | Total
      revenue            |         | -                   |         | -                    |           | -                   
|                                    |                                          |                                |         |                     |         |                      |           |                     
|Expenses:                           |                                          |                                |         |                     |         |                     
|                                    | Selling
      general and administrative |                                | 70,320  |                     | 273,368 |                      | 1,264,777
|                                    | Impairment
      of goodwill             |                                | -       |                     | -       |                      | 97,997   
|                                    |                                          |                                |         |                     |         |                      |           |                     
|                                    |                                          | Total
      operating expenses |         | 70,320              |         | 273,368              |           | 1,362,774           
|                                    |                                          |                                |         |                     |         |                      |           |                     
|                                    |                                          | Total
      operating loss     |         | (70,320)            |         | (273,368)            |           | (1,362,774)         
|                                    |                                          |                                |         |                     |         |                      |           |                     
|Other
      income (expense):       |                                          |                                |         |                     |         |                     
|                                    | Miscellaneous
      income               |                                | -       |                     | -       |                      | 2,360    
|                                    | Interest
      expense                   |                                | (9,820) |                     | -       |                      | (29,586) 
|                                    |                                          |                                |         | (9,820)             |         | -                    |           | (27,226)            
|                                    |                                          |                                |         |                     |         |                      |           |                     

|                                                                                 |  |                   |  |                  |  |                      |  | 
|-------------------------------------------------------------------------------- |  | ----------------- |  | ---------------- |  | -------------------- |  | 
|Net
      loss                                                                   |  | $
       (80,140) |  | $(273,368)       |  | $
       (1,390,000)
|                                                                                 |  |                   |  |                  |  |                      |  | 
|Net
      loss per share - basic and diluted                                     |  | $
         (0.01) |  | $
        (0.04) |  |                     
|                                                                                 |  |                   |  |                  |  |                      |  | 
|Weighted
      average shares outstanding                                        |  | 6,226,455         |  | 6,121,455        |  |                     
|                                                                                 |  |                   |  |                  |  |                      |  | 
|                                                                                 |  |                   |  |                  |  |                      |  | 
|                                                                                 |  |                   |  |                  |  |                      |  | 
|                                                                                 |  |                   |  |                  |  |                      |  | 
|                                                                                 |  |                   |  |                  |  |                      |  | 
|                                                                                 |  |                   |  |                  |  |                      |  | 
|                                                                                 |  |                   |  |                  |  |                      |  | 
|                                                                                 |  |                   |  |                  |  |                      |  | 
|                                                                                 |  |                   |  |                  |  |                      |  | 
|                                                                                 |  |                   |  |                  |  |                      |  | 
|The
      accompanying notes are an integral part of these financial statements.







4

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|                                    |                                          |                                |         |                     |         |                      |           |                     
|----------------------------------- | ---------------------------------------- | ------------------------------ | ------- | ------------------- | ------- | -------------------- | --------- | --------------------
|RIVER
      CAPITAL GROUP, INC.    
|(a
      development stage company)
|STATEMENTS
      OF OPERATIONS     
|(Unaudited)                        
|                                    |                                          |                                |         |                     |         |                      |           |                     
|                                    |                                          |                                |         | For
      the nine  |         | For
      the nine   |           | June
      1, 2000  
|                                    |                                          |                                |         | months
      ended  |         | months
      ended   |           | (inception)
      to
|                                    |                                          |                                |         | September
      30, |         | September
      30,  |           | September
      30, 
|                                    |                                          |                                |         | 2005                |         | 2004                 |           | 2005                
|                                    |                                          |                                |         |                     |         |                      |           |                     
|Revenue                             |                                          | $
            -                |         | $
             -    |         | $
                 -
|                                    |                                          |                                |         |                     |         |                      |           |                     
|                                    |                                          | Total
      revenue            |         | -                   |         | -                    |           | -                   
|                                    |                                          |                                |         |                     |         |                      |           |                     
|Expenses:                           |                                          |                                |         |                     |         |                     
|                                    | Selling
      general and administrative |                                | 291,704 |                     | 532,273 |                      | 1,264,777
|                                    | Impairment
      of goodwill             |                                | -       |                     | -       |                      | 97,997   
|                                    |                                          |                                |         |                     |         |                      |           |                     
|                                    |                                          | Total
      operating expenses |         | 291,704             |         | 532,273              |           | 1,362,774           
|                                    |                                          |                                |         |                     |         |                      |           |                     
|                                    |                                          | Total
      operating loss     |         | (291,704)           |         | (532,273)            |           | (1,362,774)         
|                                    |                                          |                                |         |                     |         |                      |           |                     

|                                                                                 |                            |                  |          |                  |   |                      |          |         
|-------------------------------------------------------------------------------- | -------------------------- | ---------------- | -------- | ---------------- | - | -------------------- | -------- | --------
|Other
      income (expense):                                                    |                            |                  |          |                  |   |                     
|                                                                                 | Miscellaneous
      income |                  | 62       |                  | - |                      | 2,360   
|                                                                                 | Interest
      expense     |                  | (13,093) |                  | - |                      | (29,586)
|                                                                                 |                            |                  |          | (13,031)         |   | -                    |          | (27,226)
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|Net
      loss                                                                   |                            | $(304,735)       |          | $(532,273)       |   | $
       (1,390,000)
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|Net
      loss per share - basic and diluted                                     |                            | $
        (0.05) |          | $
        (0.09) |   |                     
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|Weighted
      average shares outstanding                                        |                            | 6,234,770        |          | 6,024,935        |   |                     
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|                                                                                 |                            |                  |          |                  |   |                      |          |         
|The
      accompanying notes are an integral part of these financial statements.





5

---



|                                              |   |                   |   |                   |                     |                      |                     |  |                      | 
|--------------------------------------------- | - | ----------------- | - | ----------------- | ------------------- | -------------------- | ------------------- |  | -------------------- | 
|RIVER
      CAPITAL GROUP, INC.               |  
|(a
      develpment stage company)            |  
|STATEMENTS
      OF CASH FLOWS                |  
|(Unaudited)                                   |  
|                                              |   |                   |   |                   |                     |                      |                     |  |                      | 
|                                              |   |                   |   |                   | For
      the nine  |                      | For
      the nine  |  | June
      1, 2000   | 
|                                              |   |                   |   |                   | months
      ended  |                      | months
      ended  |  | (inception)
      to | 
|                                              |   |                   |   |                   | September
      30, |                      | September
      30, |  | September
      30,  | 
|                                              |   |                   |   |                   | 2005                |                      | 2004                |  | 2005                 | 
|                                              |   |                   |   |                   |                     |                      |                     |  |                      | 
|                                              |   |                   |   |                   |                     |                      |                     |  |                      | 
|Cash
      flows from operating activities:   |   |                   |   |                   |                     |                     
|Net
      loss                                |   | $
      (304,735) |   | $
      (532,273) |                     | $
       (1,390,000) |                    
|Adjustments to reconcile net loss to net      |   |                   |   |                   |                     |                     
|cash provided (used) by operating activities: |   |                   |   |                   |                     |                     
|Impairment loss on goodwill                   | - |                   | - |                   | 97,997              |                     

|Stock issued for services/compensation                                           | 89,950           |  | 225,665          |  | 501,115             | 
|-------------------------------------------------------------------------------- | ---------------- |  | ---------------- |  | ------------------- | 
|Discount on convertible notes                                                    | 7,760            |  | -                |  | 7,760               | 
|Changes in operating assets and liabilities:                                     |                  |  |                  |  |                     | 
|(Increase) decrease in due from related party                                    | 963              |  | (963)            |  | -                   | 
|(Increase) decrease in accounts receivable                                       | -                |  | -                |  | 1,271               | 
|(Increase) decrease in prepaid expenses                                          | -                |  | (8,333)          |  | -                   | 
|Increase (decrease) in accounts payable                                          | 7,917            |  | (36,115)         |  | (58,518)            | 
|Increase in accounts payable to related parties                                  | 58,810           |  | -                |  | 97,695              | 
|                                                                                 |                  |  |                  |  |                     | 
|Total adjustments                                                                | 165,400          |  | 180,254          |  | 647,320             | 
|                                                                                 |                  |  |                  |  |                     | 
|Net cash used by operations                                                      | (139,335)        |  | (352,019)        |  | (742,680)           | 
|                                                                                 |                  |  |                  |  |                     | 
|Cash
      flows from financing activities:                                      |                  |  |                  |  |                     | 
|Issuance of common stock                                                         | -                |  | 144,390          |  | 568,125             | 
|Proceeds from convertible notes                                                  | 200,000          |  | -                |  | 200,000             | 
|Proceeds from loan payable                                                       | -                |  | -                |  | 139,513             | 
|Payment of loan payable                                                          | -                |  | (8,124)          |  | (18,124)            | 
|                                                                                 |                  |  |                  |  |                     | 
|Net cash provided by financing activities                                        | 200,000          |  | 136,266          |  | 889,514             | 
|                                                                                 |                  |  |                  |  |                     | 
|                                                                                 |                  |  |                  |  |                     | 
|Net increase (decrease) in cash                                                  | 60,665           |  | (215,753)        |  | 146,834             | 
|                                                                                 |                  |  |                  |  |                     | 
|Cash at beginning of period                                                      | 95,554           |  | 364,498          |  | 9,385               | 
|                                                                                 |                  |  |                  |  |                     | 
|Cash at end of period                                                            | $
       156,219 |  | $
       148,745 |  | $
          156,219 | 
|                                                                                 |                  |  |                  |  |                     | 
|Supplemental
      disclosure of cash flow information:                          |                  |  |                  |  |                     | 
|Cash paid during the period for:                                                 |                  |  |                  |  |                     | 
|Interest                                                                         | $
             - |  | $
             - |  | $
              580 | 
|Income taxes                                                                     | $
             - |  | $
             - |  | $
                - | 
|                                                                                 |                  |  |                  |  |                     | 
|Supplemental
      non-cash financing transactions:                              |                  |  |                  |  |                     | 
|Contribution of loan to equity                                                   | $
             - |  | $
             - |  | $
          131,389 | 
|                                                                                 |                  |  |                  |  |                     | 
|                                                                                 |                  |  |                  |  |                     | 
|                                                                                 |                  |  |                  |  |                     | 
|                                                                                 |                  |  |                  |  |                     | 
|The
      accompanying notes are an integral part of these financial statements.









6



---





RIVER
CAPITAL GROUP, INC.

(a
development stage company)



SELECTED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

September
30, 2005



Note
1 - Basis of Presentation



The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions of Form 10-QSB and
Item 310 of Regulation S-B.  Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements.  The
preparation requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amount of revenues and expenses during the reporting period.  Actual
results may differ from these estimates. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine-month
period ended September 30, 2005 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2005.



For
further information, refer to the financial statements and footnotes thereto
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 2004 as filed with the Securities and Exchange Commission.



Note
2 - Going Concern



The
Company was a development stage entity through September 30, 2005.  The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of all
liabilities in the normal course of business.



As
of September 30, 2005, the Company had a deficit accumulated during the
development stage of $1,390,000. During the nine months ended September 30, 2005
the Company suffered a loss of $304,735.  During the year ended December
31, 2004, and the period ended June 1, 2000 (inception) to September 30, 2005,
the Company suffered losses of $778,928 and $1,390,000, respectively.
 These factors raise substantial doubt about the Company's ability to
continue as a going concern.



Management's
plan to alleviate this going concern issue is to raise capital and merge with a
viable operating company.  The Company's continued existence is dependent
upon management funding operations and merging the Company into a viable
operating company and raising sufficient capital.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.





Note
3 - Pending Transaction



On
April 27, 2004, the Company entered into an amended letter of agreement with
River Capital Limited ("Limited"), whereby the Company would acquire
Limited by the issuance of 20,185,820 new common shares of the Company to the
stockholders of Limited. These shares would be reduced by the 1,030,000 shares
issued in a private placement and the 120,000 shares issued to Redwood and the
20,000 issued to Troutman Saunders for professional services. These shares may
be further reduced by 800,000 shares issuable from the conversion of convertible
notes and the exercise of warrants (See note 4). Limited, with headquarters in
Bermuda, has substantial contacts and experience in the reinsurance industry.



As
part of the proposed business plan, Limited has sought registration as a Class 3
insurance company with the Bermuda insurance regulators. Upon obtaining this
authority, Limited would merge with or be acquired by the Company and would
commence operations as a provider of insurance and reinsurance products and
services. The Company changed its name to River Capital Group, Inc. on June 5,
2004, pursuant to the adopted business plan.





7

---





As
of the date of this report Limited had made application to the Bermuda Monetary
Authority seeking the incorporation and registration as a Class 3 insurance
company of River Reinsurance Limited. This authorization has not been granted as
of the date of this report. The Limited has reverted to its original name of
Concorde Capital Limited. The proposed transaction has been amended to reflect
application to other jurisdictions and the Company has entered into letters of
intent, similar in form to the previous letter of intent, between the Company
and companies, whose shareholders include an officer and existing shareholders
of the Company, regarding the business plan and the proposed establishment of an
insurance company or the acquisition of an existing licensed insurance company.



Pursuant
to the letters of intent relating to these transactions, the funds raised in the
2003 - 2005 private placements were at the disposal of Limited to satisfy all
reasonable expenditures pursuant to the proposed transactions.  For the
nine months ended September 30, 2005 a total of $145,352 has been expensed.





Note
4 - Convertible Notes and Warrants



On
May 23, 2005, the Company entered into a Subscription Agreement with several
accredited investors (the "Subscribers") pursuant to which the Company
agreed to sell, and the Subscribers agreed to purchase in the aggregate, up to
$200,000 principal amount of convertible notes and five-year warrants to
purchase 400,000 shares of common stock at $0.75 per share. A total of $23,280
was ascribed to the warrants, valued at estimated fair market value at the date
of the warrants issuance. The resulting discount to the convertible notes will
be amortized to interest expense over the life of the convertible notes (one
year).



The
convertible notes are secured by a security interest in all of the assets of
River Capital. The convertible notes include the following terms:



- Interest
    at the greater of (i) the prime rate plus 4% per annum or (ii) 8%, payable
    quarterly beginning August 1, 2005;
- Term
    of one year, but the note may be prepaid at 120% of the principal only if an
    insurance license shall have been granted to River Reinsurance Limited and
    River Reinsurance Limited shall have become a subsidiary of River Capital;
- Convertible
    at any time by the holders into shares of River Capital common stock at a
    price equal to $0.50; and
- Anti-dilution
    protections.

River
Capital has granted a one-time demand registration right to register the resale
of the shares issuable upon conversion of the notes and the shares issuable upon
exercise of the warrants.





Note
5 - Related party transactions



Companies
owned by two directors receive up to $12,000 per month as management and
administrative fees for a total of $108,000 for the nine months ended September
30, 2005. An additional $37,352 was received as reimbursement of direct out of
pocket travel and other expenses for the nine months ended September 30, 2005. A
total of $97,695 was due to these companies as of September 30, 2005.











8

---





ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.



Forward-looking
Statement and Information



The
Company is including the following cautionary statement in this Form 10-QSB for
any forward-looking statements made by, or on behalf of, the Company.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, expectations, future events or performance and underlying
assumptions and other statements which are other than statements of historical
facts. Certain statements contained herein are forward-looking statements and,
accordingly, involve risks and uncertainties which could cause actual results or
outcomes to differ materially from those expressed in the forward-looking
statements. The Company's expectations, beliefs and projections are expressed in
good faith and are believed by the Company to have a reasonable basis, including
without limitation, management's examination of historical operating trends,
data contained in the Company's records and other data available from third
parties, but there can be no assurance that management's expectations, beliefs
or projections will result or be achieved or accomplished.



Introduction



For
the year ended December 31, 2004, the Company's auditors, in Note 2 of the
Financial Statements, have noted that there is substantial doubt about the
Company's ability to continue as a going concern.  The Company's existence
is dependent upon management funding operations, locating and merging the
Company into a viable operating company and raising sufficient capital. At this
point in time it is impossible to state an amount of additional funding which we
believe would remove the going concern opinion.



The
Company does not have any business operations.  The Company has neither a
history of earnings nor has it paid dividends. The Company is unlikely to
realize earnings or pay dividends in the immediate or foreseeable future.



There
is no assurance that the Company will be able to complete an acquisition which
will be profitable. The Company has entered into letters of agreement for the
acquisition of certain companies, but these acquisitions are contingent, among
other things, upon an insurance license in a suitable jurisdiction being
granted. Even if such registration is obtained, the Company may not be able to
finance the acquisition and will have additional needs for working capital and
operations.





THREE
MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30,
2004



Operational
expenses during the three months ended September 30, 2005 and September 30, 2004
of $70,320 and $273,368, respectively, consisted primarily of professional fees
necessary to complete certain corporate filings with the SEC. For the three
months ended September 30, 2005 and 2004 operational expenses included
professional fees of $15,414 and $218,467, respectively.  For the three
months ended September 30, 2005 operational expenses also included a $48,722
charge related to the Company's agreement to satisfy all reasonable expenses
incurred to effect the proposed acquisition of an insurance license in a
suitable jurisdiction. For the three months ended September 30, 2004 operational
expenses also included a $50,000 charge related to the Company's agreement to
satisfy all reasonable expenses incurred to effect the proposed acquisition of
an insurance license in a suitable jurisdiction and a non-cash charge of
$202,250 relating to the issuance of certain stock for included in professional
fees. Interest expense in connection with the $200,000 principal amount of
convertible notes and five-year warrants to purchase 400,000 shares of common
stock at $0.75 per share amounted to $9,820 for the three months ended September
30, 2005. Accordingly, the Company incurred losses of $80,140 and $273,368 for
the three months ended September 30, 2005 and September 30, 2004, respectively.



The
loss increased the deficit accumulated during the development stage to
$1,390,000 at September 30, 2005.





9

---





NINE
MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30,
2004



Operational
expenses during the nine months ended September 30, 2005 and September 30, 2004
of $291,704 and $532,273, respectively, consisted primarily of professional fees
necessary to complete certain corporate filings with the SEC.  For the nine
months ended September 30, 2005 and 2004 operational expenses included
professional fees of $144,324 and $262,455, respectively. For the nine months
ended September 30, 2005 operational expenses also included a $145,352 charge
related to the Company's agreement to satisfy all reasonable expenses incurred
to effect the proposed acquisition of an insurance license in a suitable
jurisdiction and a non-cash charge of $89,950 relating to the issuance of
certain stock included in professional fees. For the nine months ended September
30, 2004 operational expenses also included a $165,000 charge related to the
Company's agreement to satisfy all reasonable expenses incurred to effect the
proposed acquisition of an insurance license in a suitable jurisdiction and a
non-cash charge of $225,665 relating to the issuance of certain stock for
included in professional fees. Interest expense in connection with the $200,000
principal amount of convertible notes and five-year warrants to purchase 400,000
shares of common stock at $0.75 per share amounted to $13,093 for the nine
months ended September 30, 2005. Accordingly, the Company incurred losses of
$304,735 and $532,273 for the nine months ended September 30, 2005 and September
30, 2004, respectively.



The
loss increased the deficit accumulated during the development stage to
$1,390,000 at September 30, 2005.



PLAN
OF OPERATION



The
Company intends to fund operations by funds obtained through debt and the
private placement of its securities.





LIQUIDITY
AND CAPITAL RESOURCES





Net
cash used in operating activities was $139,335 for the nine months ended
September 30, 2005, as compared to $352,019 for the same period ended September
30, 2004.  The primary use of cash from operations in both periods was to
fund operations relating to the pending business transaction with River Capital
Limited.



Net
cash provided by financing activities was $200,000 for the nine months ended
September 30, 2005, as compared to $136,266 in 2004. In May 2005 we issued
$200,000 of convertible notes with 400,000 detachable warrants to purchase our
common stock at $.75 per share. In November and December 2003, we sold 760,000
shares of our common stock at $0.50 per share in a private placement.  From
January 2004 to June 2004, an additional 270,000 shares were sold for gross
proceeds of $135,000.



On
April 27, 2004, the Company entered into an amended letter of agreement with
River Capital Limited ("Limited"), whereby the Company would acquire
Limited by the issuance of 20,185,820 new common shares of the Company to the
stockholders of Limited. These shares would be reduced by the 1,030,000 shares
issued in a private placement and the 120,000 shares issued to Redwood and the
20,000 issued to Troutman Saunders for professional services. These shares may
be further reduced by 800,000 shares issuable from the conversion of convertible
notes and the exercise of warrants. Limited, with headquarters in Bermuda, has
substantial contacts and experience in the reinsurance industry.



As
part of the proposed business plan, Limited has sought registration as a Class 3
insurance company with the Bermuda insurance regulators. Upon obtaining this
authority, Limited would merge with or be acquired by the Company and would
commence operations as a provider of insurance and reinsurance products and
services. The Company changed its name to River Capital Group, Inc. on June 5,
2004, pursuant to the adopted business plan.





10

---







As
of the date of this report Limited had made application to the Bermuda Monetary
Authority seeking the incorporation and registration as a Class 3 insurance
company of River Reinsurance Limited. This authorization has not been granted as
of the date of this report. Limited has reverted to its original name of
Concorde Capital Limited. The proposed transaction has been amended to reflect
application to other jurisdictions and the Company has entered into letters of
intent, similar in form to the previous letter of intent, between the Company
and companies, whose shareholders include an officer and existing shareholders
of the Company, regarding the business plan and the proposed establishment of an
insurance company or the acquisition of an existing licensed insurance company.



Our
present intentions are to sell debt or equity securities.



Critical
Accounting Policies



Our
accounting policies are fully described in Note 2 of the Notes to the Financial
Statements for the year ended December 31, 2004, which were included in our Form
10-KSB as filed with the Securities and Exchange Commission.  As discussed
in Note 2, the preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions about future events that affect the amounts reported
in the financial statements and accompanying notes.  Future events and
their effects cannot be determined with absolute certainty.  Therefore, the
determination of estimates requires the exercise of judgment.  Actual
results inevitably will differ from those estimates, and such difference may be
material to our financial statements. We believe that the following discussion
addresses our Critical Accounting Policies.



Accounting
for Contingencies - We accrue for contingencies in accordance with Statement of
Accounting Standards ("SFAS") No. 5, "Accounting for
Contingencies," when it is probable that a liability or loss has been
incurred and the amount can be reasonably estimated.  Contingencies by
their nature relate to uncertainties that require our exercise of judgment both
in assessing whether or not a liability or loss has been incurred and estimating
the amount of probable loss.



We
account for income taxes in accordance with SFAS No.109.  Since we are in
the development stage our deferred tax assets are not expected to be utilized in
the future.  We have provided a full valuation allowance against the
assets.



Since
the Company is in the development stage and is pursuing a merger with an
operating entity, it is unknown what accounting policies it will need to apply.



Item
3. Controls and Procedures

The
Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures as of September 30, 2005 (the
"Evaluation Date"). Such evaluation was conducted under the
supervision and with the participation of the Company's Chief Executive Officer
("CEO") and its Chief Financial Officer ("CFO"). Based upon
such evaluation, the Company's CEO and CFO have concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures were
effective. There have been no significant changes in the Company's internal
controls over financial reporting that occurred during the Company's most recent
fiscal quarter, that have materially affected, or are reasonably likely to
materially affect, the Company's internal controls over financial reporting.







11

---





PART
II - OTHER INFORMATION



Item
1. Legal Proceedings.



None.



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



None.



Item
3. Defaults Upon Senior Securities.



None.



Item
4. Submission of Matters to a Vote of Security Holders.



None.



Item
5. Other Information.



None



Item
6. Exhibits.



(a)    
Exhibits.



The
following are exhibits to this report:



Number          
Description

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

3.1
             Form of
Certificate of Incorporation of Ballistic Ventures, Inc. (1)

3.2          
   Certificate of Amendment to the Certificate of Incorporation
(2)

10.1         
   Stock Option Plan adopted May 3, 2004 (3)

10.2         
   Subscription agreement dated May 23, 2005 between River
Capital Group,

Inc. and the subscribers named therein (4)

10.3         
   Form of Note (4)

10.4         
   Form of Escrow Agreement (4)

10.5         
   Form of Security Agreement (4)

10.6         
   Form of Warrant (4)

31.1            
Rule 13a-14(a) Certification of Principal Executive Officer

31.2         
   Rule 13a-14(a) Certification of Chief Financial Officer

32.1         
   Section 1350 Certification of Principal Executive Officer

32.2         
   Section 1350 Certification of Chief Financial Officer

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

(1)
Incorporated by reference to the exhibits to the registrant's registration
statement on Form 10-SB.

(2)
Incorporated by reference to the exhibits to the registrant's current report on
Form 8-K dated June 5, 2004.

(3)
Incorporated by reference to the exhibits to the registrant's annual report on
Form 10-KSB for the fiscal year ended December 31, 2004.

(4)
Incorporated by reference to the exhibits to the registrant's current report on
Form 8-K dated May 31, 2005.





SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





RIVER
CAPITAL GROUP, INC.



Date:
November 11, 2005



By: /s/ William Dickie

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

William
Dickie,

Secretary
and Chief Financial Officer







12



---







Exhibit
31.1



RULE
13a-14(a) CERTIFICATION



I,
Howard Taylor, certify that:





1. 
I have reviewed this quarterly report on Form 10-QSB of River Capital Group,
Inc.;

2. 
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. 
Based on my knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations, and cash flows of the small business issuer as
of, and for, the periods presented in this report;

4. 
The small business issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
small business issuer and have:



a) 
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;



b) 
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;



c) 
evaluated the effectiveness of the small business issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and



d) 
disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and



5. 
The small business issuer's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the small business issuer's auditors and the audit committee of the small
business issuer's board of directors (or persons performing the equivalent
functions):



a) 
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and



b) 
any fraud, whether or not material, that involves management or other employees
who have a significant role in the small business issuer's internal control over
financial reporting.









Date:

November
11,
2005                                    
/s/Howard
Taylor

Howard Taylor

President (Chief Executive Officer)





13

---





Exhibit
31.2



RULE
13a-14(a) CERTIFICATION



I,
William Dickie, certify that:



1. 
I have reviewed this quarterly report on Form 10-QSB of River Capital Group,
Inc.;



2. 
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;



3. 
Based on my knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations, and cash flows of the small business issuer as
of, and for, the periods presented in this report;



4. 
The small business issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
small business issuer and have:



a) 
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;



b) 
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;



c) 
evaluated the effectiveness of the small business issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and



d) 
disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and



5. 
The small business issuer's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the small business issuer's auditors and the audit committee of the small
business issuer's board of directors (or persons performing the equivalent
functions):



a) 
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and



b) 
any fraud, whether or not material, that involves management or other employees
who have a significant role in the small business issuer's internal control over
financial reporting.



Date:

November
11,
2005                                    
/s/ William Dickie

William Dickie

Chief Financial Officer









14

---





Exhibit
32.1



CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002



In
connection with the Quarterly Report of River Capital Group, Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Howard Taylor, Chairman (Chief Executive Officer) of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1) 
The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and



(2) 
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.





/s/Howard
Taylor

Howard
Taylor

President
(Chief Executive Officer)









15

---





Exhibit
32.2



CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002



In
connection with the Quarterly Report of River Capital Group, Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, William Dickie, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:



(1) 
The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and



(2) 
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.





/s/
William Dickie

William
Dickie

Chief
Financial Officer















16