UNITED STATES
                       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, 2006

                                       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.)

                 Suite 312, 7 Reid Street, Hamilton Bermuda HM11
                    (Address of principal executive offices)

                                  441-296-6006
                           (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 ( ) No (X)

Number of shares  outstanding of the registrant's common stock as of November 3,
November 3, 2006 was 26,452,275.

Transitional Small Business Disclosure Format (check one):    Yes ( ) No (X)

<PAGE>

                                                                        Page No.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Balance Sheet at
September 30, 2006 (unaudited)                                               3

Statements of Operations
for the Nine and Three Months ended September 30, 2006
and 2005 (unaudited)                                                         4

Statements of Cash Flows for
for the Nine Months ended September 30, 2006
and 2005 (unaudited)                                                         5

Selected Notes to the Financial
Statements September 30, 2006 (unaudited)                                    6

Item 2. Management's Discussion and Analysis or Plan of Operation           10

Item 3. Controls and Procedures                                             12

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.                                                           13

SIGNATURES



<PAGE>

                    RIVER CAPITAL GROUP, INC. AND SUBSIDIARY
                                  BALANCE SHEET
                                   (UNAUDITED

                                                              September 30, 2006
                                                              ------------------

ASSETS

   Cash                                                       $         298,521
                                                              ------------------

      Total current assets                                              298,521
                                                              ------------------

   Total assets                                               $         298,521
                                                              ==================


LIABILITIES AND STOCKHOLDERS' DEFICIT

   Accounts payable and accrued expenses                      $          76,580
   Accounts payable to related parties                                  133,822
   Convertible notes                                                    280,283
                                                              ------------------

      Total current liabilities                                         490,685
                                                              ------------------

Stockholders' deficit:
   Common stock, $.001 par value, 50,000,000 shares
    authorized: 26,432,275 shares issued and outstanding                 26,432

   Additional paid-in capital                                         1,940,015
   Retained deficit                                                  (2,158,611)
                                                              ------------------

      Total stockholders' deficit                                      (192,164)
                                                              ------------------

   Total liabilities and stockholders' deficit                $         298,521
                                                              ==================




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




                                      -3-
<PAGE>
                    RIVER CAPITAL GROUP, INC. AND SUBSIDIARY
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                              For the nine          For the nine            For the three         For the three
                                              months ended          months ended             months ended          months ended
                                             September 30,         September 30,            September 30,         September 30,
                                                 2006                  2005                     2006                  2005
                                             --------------        --------------           -------------         -------------
<S>                                          <C>                   <C>                      <C>                   <C>
Revenue                                      $           -         $           -            $          -          $          -
                                             --------------        --------------           -------------         -------------

   Total revenue                                         -                     -                       -                     -
                                             --------------        --------------           -------------         -------------

Expenses:
   Selling general and administrative              550,600               291,704                 115,748                70,320
                                             --------------        --------------           -------------         -------------

      Total operating expenses                     550,600               291,704                 115,748                70,320
                                             --------------        --------------           -------------         -------------

      Total operating loss                        (550,600)             (291,704)               (115,748)              (70,320)
                                             --------------        --------------           -------------         -------------

Other income (expense):
   Miscellaneous income                                  -                    62                       -                     -
   Interest income                                     905                     -                     905                     -
   Interest expense                               (126,998)              (13,093)                (97,448)               (9,820)
                                             --------------        --------------           -------------         -------------

                                                  (126,093)              (13,031)                (97,448)               (9,820)
                                             --------------        --------------           -------------         -------------

Net loss                                     $    (676,693)        $    (304,735)           $   (213,196)         $    (80,140)
                                             ==============        ==============           =============         =============

Net loss per share - basic and diluted       $       (0.03)        $       (0.05)           $      (0.01)         $      (0.01)
                                             ==============        ==============           =============         =============

Weighted average shares outstanding             25,934,665             6,234,770              26,407,275             6,226,455
                                             ==============        ==============           =============         =============

</TABLE>


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


                                      -4-
<PAGE>

                    RIVER CAPITAL GROUP, INC. AND SUBSIDIARY
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          For the nine         For the nine
                                                                          months ended         months ended
                                                                         September 30,        September 30,
                                                                             2006                 2005
                                                                       -----------------    -----------------
<S>                                                                    <C>                  <C>

Cash flows from operating activities:
   Net loss                                                            $       (676,693)    $        (304,735)
                                                                       -----------------    ------------------
   Adjustments to reconcile net loss to net
   cash provided (used) by operating activities:
      Stock given for compensation                                              256,250                89,950
      Discount on convertible notes                                             106,498                 7,760
      Changes in operating assets and liabilities:
         (Increase) decrease in due from related party                                -                   963
         Increase (decrease) in accounts payable                                 41,536                 7,917
         Increase (decrease) in accounts payable to related parties               9,929                58,810
                                                                       -----------------    ------------------

         Total adjustments                                                      414,213               165,400
                                                                       -----------------    ------------------

         Net cash used by operations                                           (262,480)             (139,335)
                                                                       -----------------    ------------------

Cash flows from financing activities:
         Proceeds from convertible notes                                        300,000               200,000
                                                                       -----------------    ------------------

            Net cash provided by financing activities                           300,000               200,000
                                                                       -----------------    ------------------


               Net increase (decrease) in cash                                   37,520                60,665

               Cash at beginning of period                                      261,001                95,554
                                                                       -----------------    ------------------

               Cash at end of period                                   $        298,521     $         156,219
                                                                       =================    ==================

Supplemental disclosure of cash flow information:
         Cash paid during the period for:
            Interest                                                   $              -     $               -
                                                                       =================    ==================
            Income taxes                                               $              -     $               -
                                                                       =================    ==================
</TABLE>


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


                                      -5-
<PAGE>
                    RIVER CAPITAL GROUP, INC. AND SUBSIDIARY
               SELECTED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2006

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, 2006 are not necessarily  indicative of the results that may
be expected for the year ending December 31, 2006.

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, 2005 as filed with the Securities and Exchange Commission.

NOTE 2 - GOING CONCERN

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, 2006, the Company had an accumulated  deficit of $2,158,611.
During the nine months ended  September 30, 2006 the Company  suffered a loss of
$676,693.  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
commence the business  operations of the newly acquired insurance  company.  The
Company's  continued  existence is dependent upon management  funding operations
and raising  sufficient  capital.  The  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE 3 - ACQUISITION OF RIVER CAPITAL HOLDINGS LIMITED

On December 30, 2005, River Capital Group, Inc., a Delaware  corporation ("River
Group") and River  Capital  Holdings  Limited,  a Barbados  corporation  ("River
Holdings")  reached a share exchange  agreement pursuant to which River Holdings
transferred  100% of the  capital  stock  of  River  Holdings  in  exchange  for
19,135,820  shares of common stock,  $0.001 par value per share,  of River Group
("River  Group  Common  Stock").  Due to  the  amount  of  shares  issued,  upon
completion of the Share Exchange, River Holdings and its shareholders had voting
control of River Group.

NOTE 4 - DUE TO RELATED PARTY

A company  owned by a  director  received  management  and  administrative  fees
totaling  $75,000 and $108,000 for the nine months ended  September 30, 2006 and
2005,   respectively.   An  additional  $19,418  and  $37,352  was  received  as
reimbursement  of direct out of pocket  travel and other  expenses  for the nine
months ended September 30, 2006 and 2005, respectively.  A total of $133,822 was
due to the related party as of September 30, 2006.

NOTE 5 - 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


                                      -6-
<PAGE>

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.  On May 31, 2006 a  modification  to the
agreement was entered into whereby the due date of the notes was extended to May
23,  2007 and the  five-year  warrants  were  repriced  at $0.35 per share.  The
repricing  resulted in a further discount to the notes of $142,206 (the ascribed
value of the  warrants  valued at estimated  fair market value of the  Company's
common  stock at the date of the  warrants  repricing).  On June 30,  2006,  the
Company issued an additional  $300,000 principal amount of convertible notes and
five-year  warrants  to  purchase  525,000  shares of common  stock at $0.35 per
share.  In  connection  with this  transaction,  20,000  shares of the Company's
common  stock  were  issued in payment of legal  services  rendered.  A total of
$174,309 was ascribed to the warrants,  valued at estimated fair market value at
the  date  of  the  warrants  issuance.  The  resulting  discount  to all of the
convertible  notes will be amortized to interest expense over the remaining life
of the convertible notes.  Amortization of the discount amounted to $106,498 for
the nine months ended September 30, 2006.

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) 10%, payable quarterly beginning August 1, 2005;

           Term  of  one  year,  but  the  note  may be  prepaid  at 110% 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 6 - STOCKHOLDERS' EQUITY

In May 2004, the  stockholders  of the Company  adopted a Stock Option Plan (the
"Plan").  Under the Plan,  stock options may be granted at an exercise price not
less than the fair market  value of the  Company's  common  stock at the date of
grant.  Options may be granted to key employees and other persons who contribute
to the success of the  Company.  The Company has  reserved  2,540,728  shares of
common stock for the Plan. This number  automatically shall be adjusted annually
at the  beginning of the  Company's  fiscal year to a number equal to 10% of the
number  of  shares  of the  Company  issued  and  outstanding  at the end of the
Company's last completed fiscal year. During the nine months ended September 30,
2006,  the Company did not issue any employee stock options nor did any employee
stock options vest. As of September 30, 2006, options to purchase:

         (i)  275,000  shares at a price of $2.00  per  share  had been  granted
         pursuant to the Plan. The options are exercisable  through  February 5,
         2009; and

          (ii)  350,000  shares at a price of $0.50  per share had been  granted
         pursuant to the Plan. The options are  exercisable  through October 31,
         2007.

The  Company  had  accounted  for its  employee  stock  option  plans  under the
intrinsic  value  method,  in  accordance  with  the  provisions  of  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees"  and related  interpretations.  Compensation  expense  related to the
granting of employee  stock options is recorded over the vesting period only if,
on the  date of  grant,  the fair  value of the  underlying  stock  exceeds  the
option's   exercise   price.   The  Company  has  adopted  the   disclosure-only
requirements of SFAS No. 123,  "Accounting For Stock-Based  Compensation," which
allows  entities  to  continue  to  apply  the  provisions  of  APB  No.  25 for
transactions  with  employees  and provide pro forma net loss and pro forma loss
per share  disclosures for employee stock grants made as if the fair value based
method of accounting in SFAS No. 123 had been applied to these transactions.


                                      -7-
<PAGE>

In December 2002, the Financial  Accounting  Standards Board (the "FASB") issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 148  "Accounting  for
Stock-Based  Compensation-Transition  and Disclosure"  which amends SFAS No. 123
"Accounting for Stock-Based Compensation."

Had the Company determined  compensation expense of employee stock options based
on the estimated  fair value of the stock options at the grant date,  consistent
with the  guidelines of SFAS 123, its net loss would have been  increased to the
pro forma amount indicated below:

<TABLE>
<CAPTION>
                                                     Nine months ended          Nine months ended
                                                     September 30, 2006         September 30, 2005
                                                     ------------------         ------------------
<S>                                                  <C>                        <C>
Net (loss):
As reported                                          $        (676,693)         $        (304,735)
Stock--based employee compensation
  expense related to stock options determined
  under fair value method                                            -                          -
Amounts charged to expense                                           -                          -
                                                     ------------------         ------------------

Pro forma according to SFAS 123                      $        (676,693)         $        (304,735)
                                                     ==================         ==================

Net income applicable to common
Stockholder per share:
As reported                                          $           (0.03)         $           (0.05)
                                                     ==================         ==================

Pro forma according to SFAS 123                      $           (0.03)         $           (0.05)
                                                     ==================         ==================
</TABLE>

NOTE 7 - INCOME TAXES

The Company had available at September 30, 2006 net operating loss carryforwards
for federal and state tax purposes of approximately  $2,158,000,  which could be
applied  against  taxable income in subsequent  years through 2026. The deferred
tax asset for net operating losses was approximately $740,000 and $472,000 as of
September 30, 2006 and 2005,  respectively,  and a full valuation  allowance was
recorded since realization is uncertain.

Reconciliation  of the differences  between income taxes computed at the federal
and state  statutory  tax rates and the  provision for income taxes for the nine
months ended September 30, 2006 and 2005 are approximately as follows:

<TABLE>
<CAPTION>
                                                        Nine Months            Nine Months
                                                        Ended                  ended
                                                        September 30,          September 30,
                                                        2006                   2005
                                                        ----                   ----
<S>                                                    <C>                    <C>
Income tax loss at federal statutory tax rate           -34.00%                -34.00%
State tax, net of federal benefit                        -3.63%                 -3.63%
Valuation allowance                                      37.63%                 37.63%
                                                       --------------------------------------
Provision for taxes                                        -                      -
                                                       ======================================
</TABLE>


                                      -8-
<PAGE>

The Company's deferred tax assets are as follows:

                                           September 30          September 30
                                           2006                  2005
                                           ----                  ----

Net Operating Loss                         $  740,000            $  472,000
Valuation allowance                          (740,000)             (472,000)
                                           ------------------------------------
Net deferred tax assets                    $     -               $     -
                                           ====================================

NOTE 8 - COMMITMENTS AND CONTINGENCIES

From time to time,  the  Company  may be  involved  in various  claims and legal
actions  arising  in  the  ordinary  course  of  business.  In  the  opinion  of
management,  the ultimate  disposition of these matters will not have a material
adverse effect on the Company's  financial position,  results of operations,  or
liquidity.




















                                      -9-
<PAGE>


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

FORWARD-LOOKING STATEMENTS 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, 2005, the Company's  auditors,  in Note 3 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 and raising sufficient  capital. At
this point in time it is  impossible  to state an amount of  additional  funding
which the Company believes would remove the going concern opinion.

The Company  has yet to receive  revenues  from the  reinsurance  business.  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's  acquisition  will be  profitable.  The
Company may not be able to obtain  additional  funds needed for working  capital
and operations.

The  following  discussion  provides  information  with respect to the Company's
results of operations,  liquidity,  and capital resources on a comparative basis
for the nine months ended September 30, 2006 and 2005, respectively,  and should
be read in conjunction with the Financial Statements and related notes appearing
elsewhere in this report.

NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2005

RESULTS OF OPERATIONS

Operational expenses during the nine months ended September 30, 2006 and 2005 of
$550,600 and $291,704, respectively,  consisted primarily of reasonable expenses
incurred  to effect the  acquisition  of,  and  subsequent  management  of River
Holdings and professional  fees necessary to complete certain  corporate filings
with the SEC. For the nine months ended September 30, 2006 and 2005, operational
expenses included  professional fees of $41,957 and $44,575,  respectively.  For
the nine months ended September 30, 2006 and 2005 operational  expenses included
charges of $106,207 and $145,352, respectively, for reasonable expenses incurred
to effect the  acquisition  and  subsequent  management  of River  Holdings  and
non-cash charges of $256,250 and $89,950, respectively, relating to the issuance
of certain stock and stock options.  Interest  expense,  in connection  with the
$500,000  principal  amount of  convertible  notes  and  five-year  warrants  to
purchase  925,000  shares of common  stock at $0.35  per  share  (including  the
resulting  discount to the  convertible  notes) amounted to $126,998 and $13,093
for  the  nine  months  ended   September  30,  2006  and  2005,   respectively.
Accordingly,  the Company  incurred losses of $676,693 and $304,735 for the nine
months ended September 30, 2006 and 2005, respectively.


                                      -10-

<PAGE>

THREE  MONTHS  ENDED  SEPTEMBER 30, 2006  COMPARED  TO  THE  THREE  MONTHS ENDED
SEPTEMBER 30, 2005

RESULTS OF OPERATIONS

Operational  expenses  during the three months ended September 30, 2006 and 2005
of  $115,748  and  $70,320,  respectively,  consisted  primarily  of  reasonable
expenses  incurred to effect the  acquisition  of, and subsequent  management of
River Holdings and  professional  fees necessary to complete  certain  corporate
filings with the SEC. For the three  months ended  September  30, 2006 and 2005,
operational   expenses  included   professional  fees  of  $3,378  and  $20,614,
respectively. For the three months ended September 30, 2006 and 2005 operational
expenses  included charges of $7,983 and $48,722,  respectively,  for reasonable
expenses  incurred to effect the acquisition and subsequent  management of River
Holdings.  Interest expense in connection with the $500,000  principal amount of
convertible  notes and five-year  warrants to purchase  925,000 shares of common
stock at $0.35 per share  (including the resulting  discount to the  convertible
notes)  amounted to $97,448 and $9,820 for the three months ended  September 30,
2006 and  2005,  respectively.  Accordingly,  the  Company  incurred  losses  of
$213,196  and $80,140 for the three months  ended  September  30, 2006 and 2005,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2006, the Company had a working capital deficit of $192,164, as
compared to a working capital deficit of $88,236 at December 31, 2005.

Net cash used in  operating  activities  was  $262,480 for the nine months ended
September 30, 2006, as compared to $139,335 for the nine months ended  September
30, 2005. The primary use of cash from operations in 2006 was to fund operations
relating to the business transaction with River Capital Limited.

The Company's present  intentions are to sell debt or equity securities to cover
our operating  expenses.  There is no guarantee the Company can raise additional
funds in the future.

PLAN OF OPERATION

The  Company's  primary  strategy is to  establish  and grow a core  reinsurance
business  based  on the  development  and  acquisition  of solid  insurance  and
reinsurance  assets  and  businesses.  The  Company  has no  plans  for  capital
expenditures for the next twelve months.

To provide the cash  necessary  to support  this growth plan for the next twelve
months and to  maintain  the  Company's  service  readiness  requires an ongoing
financial  commitment for  $10,000,000.  The Company intends to raise additional
capital  through the sale of equity or debt  securities  in the public market or
through  private  placements.  The  Company may also seek debt  capital  through
banking  institutions or through the use of other  instruments.  The addition of
any  capital to the  Company for use as  allowable  capital for the  purposes of
writing  insurance  or  reinsurance  business  may require  the  approval of the
Barbados Supervisor of Insurance. There is no assurance the Company will be able
to raise such capital.

CRITICAL ACCOUNTING POLICIES

The Company's  accounting policies are fully described in Note 2 of the Notes to
the  Financial  Statements  of its  Form  10-KSB.  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 the
Company's  financial  statements.   The  Company  believes  that  the  following
discussion addresses its Critical Accounting Policies.

Accounting  for  Contingencies  -  The  Company  accrues  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



                                      -11-
<PAGE>

that require the Company's exercise of judgment both in assessing whether or not
a liability  or loss has been  incurred  and  estimating  the amount of probable
loss.

The Company  accounts  for income  taxes in  accordance  with SFAS No. 109.  The
Company has provided a full valuation allowance against the assets.

The Company  accounts for option  issues  according to FASB  Statement No. 123R,
"Share-Based  Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R").
FAS No. 123R requires  companies to recognize in the statement of operations the
grant-date  fair  value of stock  options  and other  equity-based  compensation
issued to  employees  beginning  January 1, 2006.  During the nine months  ended
September 30, 2006, the Company did not issue any employee stock options nor did
any employee stock options vest.

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, 2006 (the  "Evaluation
Date").  Such  evaluation  was  conducted  under  the  supervision  and with the
participation of the Company's Chief Executive Officer  ("CEO")/Chief  Financial
Officer ("CFO").  Based upon such evaluation,  the Company's  CEO/CFO  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.


                           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












                                      -12-

<PAGE>


ITEM 6.  EXHIBITS.

--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                          EXHIBIT
--------------------------------------------------------------------------------
   3.1         Certificate of Incorporation (1)
--------------------------------------------------------------------------------
   3.2         Certificate of Amendment to the Certificate of Incorporation (2)
--------------------------------------------------------------------------------
   3.3         Bylaws
--------------------------------------------------------------------------------
  10.1         Modification and Amendment Agreement dated June 30, 2006 (3)
--------------------------------------------------------------------------------
  31.1         Rule 15d-14(a) Certification
--------------------------------------------------------------------------------
  32.1         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------

(1)      Incorporated by reference to the exhibits to the registrant's
         registration statement on Form 10-SB filed on February 11, 2000.
(2)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K dated June 5, 2004 and filed on June 7, 2004.
(3)      Incorporated by reference to the exhibits to the registrant's amended
         current report on Form 8-K dated May 31, 2005 and filed July 7, 2006.






















                                      -13-

<PAGE>


                                   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 14, 2006                 /s/ HOWARD TAYLOR
                                     -------------------------------------------
                                     Howard Taylor President
                                     (Chief Executive Officer and
                                     Chief Financial Officer)



























                                      -14-