SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A

Ammendment
No.1





(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, 2004



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 ()



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 5, 2004 the
registrant had issued and outstanding 6,151,455 shares of common stock.



Transitional Small Business Disclosure Format (check one);



Yes ( ) No (x)

1



---









Page No.PART I - FINANCIAL INFORMATIONItem 1. Financial StatementsINDEX TO FINANCIAL STATEMENTSBalance Sheet at
        September 30, 2004(unaudited)and December 31, 2003
      3Statements of Operations
        for the Three and Nine Months ended September 30, 2004
        and 2003 and June 1, 2000 (inception)
        to September 30, 2004(unaudited)
      4-5Statements of Cash Flows for
        the Nine Months ended September 30, 2004
        and 2003  and June 1, 2000 (inception)
        to September 30, 2004(unaudited)
      6Notes to the Financial
Statements (unaudited)
      7-9Item 2. Management's Discussion and Analysis or Plan of Operation
      10-11Item 3. Controls and Procedures
      12PART II - OTHER INFORMATIONItem 1. Legal Proceedings.
      13Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
      13Item 3. Defaults Upon Senior Securities.
      13Item 4. Submission of Matters to a Vote of Security Holders.
      13Item 5. Other Information.
      13Item 6. Exhibits.
      12SIGNATURES
      13




2



---

RIVER CAPITAL GROUP, INC.

(a development stage company)

BALANCE SHEET

|                                                                                                                       | September 30, 2004 |             | December 31, 2003 |  
|---------------------------------------------------------------------------------------------------------------------- | ------------------ | ----------- | ----------------- | -
|                                                                                                                       |                    | (unaudited) |                   |  
|ASSETS                                                                                                                 |                    |             |                   |  
|                                                                                                                       |                    |             |                   |  
|Cash                                                                                                                   | $                  | 148,745     |                   | $
|Due from related party                                                                                                 |                    | 963         |                   |  
|Prepaid expenses                                                                                                       |                    | 8,333       |                   |  
|                                                                                                                       |                    |             |                   |  
|Total current assets                                                                                                   |                    | 158,041     |                   |  
|                                                                                                                       |                    |             |                   |  
|Total assets                                                                                                           | $                  | 158,041     |                   | $
|                                                                                                                       |                    |             |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                   |                    |             |                   |  
|                                                                                                                       |                    |             |                   |  
|Accounts payable                                                                                                       | $                  | 23,699      |                   | $
|Loan from related party                                                                                                |                    | -           |                   |  
|                                                                                                                       |                    |             |                   |  
|Total current liabilities                                                                                              |                    | 23,699      |                   |  
|                                                                                                                       |                    |             |                   |  
|Stockholders' equity:                                                                                                  |                    |             |                   |  
|Common stock, $.001 par value, 50,000,000 shares
    authorized: 6,151,455 and 5,836,455 shares issued and outstanding |                    | 6,151       |                   |  
|Additional paid-in capital                                                                                             |                    | 966,801     |                   |  
|Stock subscription receivable                                                                                          |                    | -           |                   |  
|Deficit accumulated during development stage                                                                           |                    | (838,610)   |                   |  
|                                                                                                                       |                    |             |                   |  
|Total stockholders' equity                                                                                             |                    | 134,342     |                   |  
|                                                                                                                       |                    |             |                   |  
|Total liablities and stockholders' equity                                                                              | $                  | 158,041     |                   | $

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



3



---

RIVER CAPITAL GROUP, INC.

(a development stage company)

STATEMENTS OF OPERATIONS

(Unaudited)

|                                       | For the nine
    months ended September 30, 2004 |           | For the nine
    months ended September 30, 2003 |   | June 1, 2000
    (inception) to September 30, 2004 | 
|-------------------------------------- | ------------------------------------------------ | --------- | ------------------------------------------------ | - | -------------------------------------------------- | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|Revenue                                | $                                                | -         |                                                  | $ | -                                                  | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|Total revenue                          |                                                  | -         |                                                  |   | -                                                  | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|Expenses:                              |                                                  |           |                                                  |   |                                                    | 
|General and administrative             |                                                  | 532,273   |                                                  |   | 31,093                                             | 
|Impairment of goodwill                 |                                                  | -         |                                                  |   | -                                                  | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|Total operating expenses               |                                                  | 532,273   |                                                  |   | 31,093                                             | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|Total operating loss                   |                                                  | (532,273) |                                                  |   | (31,093)                                           | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|Other income (expense):                |                                                  |           |                                                  |   |                                                    | 
|Miscellaneous income                   |                                                  | -         |                                                  |   | -                                                  | 
|Interest expense                       |                                                  | -         |                                                  |   | (3,933)                                            | 
|Total other income (expense)           |                                                  | -         |                                                  |   | (3,933)                                            | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|Net loss                               | $                                                | (532,273) |                                                  | $ | (35,026)                                           | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|Net loss per share - basic and diluted | $                                                | (0.09)    |                                                  | $ | (0.01)                                             | 
|                                       |                                                  |           |                                                  |   |                                                    | 
|Weighted average shares outstanding    |                                                  | 6,024,935 |                                                  |   | 5,076,455                                          | 

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



4



---

RIVER CAPITAL GROUP, INC.

(a development stage company)

STATEMENTS OF OPERATIONS

(Unaudited)

|                                       | For the three
    months ended September 30, 2004 |           | For the three
    months ended September 30, 2003 |  
|-------------------------------------- | ------------------------------------------------- | --------- | ------------------------------------------------- | -
|                                       |                                                   |           |                                                   |  
|Revenue                                | $                                                 | -         |                                                   | $
|                                       |                                                   |           |                                                   |  
|Total revenue                          |                                                   | -         |                                                   |  
|                                       |                                                   |           |                                                   |  
|Expenses:                              |                                                   |           |                                                   |  
|General and administrative             |                                                   | 273,368   |                                                   |  
|Impairment of goodwill                 |                                                   | -         |                                                   |  
|                                       |                                                   |           |                                                   |  
|Total operating expenses               |                                                   | 273,368   |                                                   |  
|                                       |                                                   |           |                                                   |  
|Total operating loss                   |                                                   | (273,368) |                                                   |  
|                                       |                                                   |           |                                                   |  
|Other income (expense):                |                                                   |           |                                                   |  
|Miscellaneous income                   |                                                   | -         |                                                   |  
|Interest expense                       |                                                   | -         |                                                   |  
|Total other income (expense)           |                                                   | -         |                                                   |  
|                                       |                                                   |           |                                                   |  
|                                       |                                                   |           |                                                   |  
|                                       |                                                   |           |                                                   |  
|Net loss                               | $                                                 | (273,368) |                                                   | $
|                                       |                                                   |           |                                                   |  
|Net loss per share - basic and diluted | $                                                 | (0.04)    |                                                   | $
|                                       |                                                   |           |                                                   |  
|Weighted average shares outstanding    |                                                   | 6,121,455 |                                                   |  

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
    months ended September 30, 2004 |           | For the nine
    months ended September 30, 2003 |   | June 1, 2000
    (inception) to September 30, 2004 | 
|------------------------------------------------- | ------------------------------------------------ | --------- | ------------------------------------------------ | - | -------------------------------------------------- | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Cash flows from operating activities:             |                                                  |           |                                                  |   |                                                    | 
|Net loss                                          | $                                                | (532,273) |                                                  | $ | (35,026)                                           | 
|Adjustments to reconcile net loss to net          |                                                  |           |                                                  |   |                                                    | 
|cash provided (used) by operating activities:     |                                                  |           |                                                  |   |                                                    | 
|Impairment loss on goodwill                       |                                                  | -         |                                                  |   | -                                                  | 
|Stock options issued for compenstation            |                                                  | 265,665   |                                                  |   | -                                                  | 
|Changes in operating assets and liabilities:      |                                                  |           |                                                  |   |                                                    | 
|(Increase) decrease in accounts receivable        |                                                  | -         |                                                  |   | -                                                  | 
|(Increase) decrease in due from related party     |                                                  | (963)     |                                                  |   | -                                                  | 
|(Increase) decrease in prepaid expenses           |                                                  | (8,333)   |                                                  |   | -                                                  | 
|Increase (decrease) in accounts payable           |                                                  | (36,115)  |                                                  |   | 12,380                                             | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Total adjustments                                 |                                                  | 220,254   |                                                  |   | 12,380                                             | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Net cash used by operations                       |                                                  | (352,019) |                                                  |   | (22,646)                                           | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Cash flows from financing activities:             |                                                  |           |                                                  |   |                                                    | 
|Proceeds from issuance of common stock            |                                                  | 144,390   |                                                  |   | -                                                  | 
|Proceeds from loan payable                        |                                                  | -         |                                                  |   | 22,646                                             | 
|Payment of loan payable                           |                                                  | (8,124)   |                                                  |   | -                                                  | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Net cash provided by financing activities         |                                                  | 136,266   |                                                  |   | 22,646                                             | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Net increase (decrease) in cash                   |                                                  | (215,753) |                                                  |   | -                                                  | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Cash at beginning of period                       |                                                  | 364,498   |                                                  |   | -                                                  | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Cash at end of period                             | $                                                | 148,745   |                                                  | $ | -                                                  | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Supplemental disclosure of cash flow information: |                                                  |           |                                                  |   |                                                    | 
|Cash paid during the period for:                  |                                                  |           |                                                  |   |                                                    | 
|Interest                                          | $                                                | -         |                                                  | $ | -                                                  | 
|Income taxes                                      | $                                                | -         |                                                  | $ | -                                                  | 
|                                                  |                                                  |           |                                                  |   |                                                    | 
|Supplemental non-cash financing transactions:     |                                                  |           |                                                  |   |                                                    | 
|Contribution of loan to equity                    | $                                                | -         |                                                  | $ | -                                                  | 

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, 2004



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 Article 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, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.



For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the six months ended December 31, 2003 as filed with the Securities and Exchange Commission.



Note 2 - Going Concern



The Company was a development stage entity through September 30, 2004.  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, 2004, the Company had a deficit accumulated during the development stage of $838,610.  During the nine months ended September 30, 2004 the Company suffered a loss of $532,273.  During the six months ended December 31, 2003, and the period ended June 1, 2000 (inception) to September 30, 2004, the Company suffered losses of $92,070 and $838,610, 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 it will be acquired by the Company by issuance of 20,305,820 new common shares of the Company to the stockholders of Limited. These shares will be reduced by the 1,030,000 shares issued in the latest private placement. 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 will merge with or be acquired by the Company and will 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 has 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 proposed transaction may be amended to reflect application to other jurisdictions.



Pursuant to the letter of intent relating to this transaction, the funds raised in the private placement will be at the disposal of Limited to satisfy all reasonable expenditures pursuant to the merger. The Company is providing up to $20,000 a month to cover these expenses.  For the nine months ended September 30, 2004 a total of $125,000 has been expensed.



Note 4  Stockholders equity



In November and December 2003, the Company 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.



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 507,645 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.  As of September 30, 2004, options to purchase 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. As part of this plan the Company issued 25,000 options to a consultant. A charge of $23,415 has been recorded in the Companys statement of operations for the nine months ended September 30, 2004.

The Company accounts 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.



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:



September 30,
        2004
      
      September 30,
        2003Net income (loss)
        applicable to Common stockholder:As reported
      $
      (330,023)
      
      $
      (35,026)Stockbased employee
        compensation expense related to stock options determined under fair
        value method
      
      (257,565)
      
      
    
    -Amounts charged to expense
      
      23,415
      
      
      -Pro forma according to SFAS 123
      $
      (564,173)
      
      $
      (35,026)Net income applicable to common
Stockholder per share:As reported
      $
      (0.09)
      
      $
      (0.01)Pro forma according to SFAS 123
      $
      (0.09)
      
      $
      (0.01)


8



---

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 $143,000 for the nine months ended September 30, 2004. A total of $26,482 was reimbursed to River Capital Limited for out of pocket expenses incurred on behalf of the Company.





Note 6  Consulting Agreement



During the quarter ended September 30, 2004 the Company issued 45,000 shares of its common stock to designees of Redwood Grove Capital Management, LLC (Redwood), as payment for consulting services. Such services are to be provided from July 1, 2004 to and including February 28, 2005. The payment is pursuant to an agreement to issue a total of 120,000 shares of common stock over the eight-month period. A charge of $202,250 for the fair market value of the 45,000 shares has been recorded in the Companys statement of operations for the nine months ended September 30, 2004.  The agreement also provides for the issuance of an additional 100,000 shares of common stock if the Company receives a suitable business plan from Redwood by November 17, 2004 and obtains a reinsurance license from the government of Barbados by December 31, 2004.

9



---

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 limitations, 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 six months ended December 31, 2003, 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, 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, as the Company is inactive at this time.



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 a letter of agreement for the acquisition of River Capital Limited, but that acquisition is contingent, among other things, upon a Bermuda subsidiary obtaining registration as a Class 3 insurance company with the Bermuda insurance authorities.  Even if such registration is obtained, the Company may not be able to finance the acquisition and additional needs for working capital and operations.





THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003



Operational expenses during the three months ended September 30, 2004 and 2003 of $273,368 and $5,000, respectively, consisted of a $50,000 charge related to the Companys agreement to satisfy all reasonable expenses incurred to effect the proposed acquisition of River Capital, a non-cash charge of $202,250 relating to the issuance of certain stock and professional fees necessary to complete certain corporate filings with the SEC. Accordingly, the Company incurred losses of $273,368 and $5,000 for the three months ended September 30, 2004 and 2003, respectively.



NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003



Operational expenses during the nine months ended September 30, 2004 and 2003 of $532,273 and $31,093, respectively, consisted of a $165,000 charge related to the Companys agreement to satisfy all reasonable expenses incurred to effect the proposed acquisition of River Capital, a non-cash charge of $225,665 relating to the issuance of certain stock and stock options and professional fees necessary to complete certain corporate filings with the SEC. Accordingly, the Company incurred losses of $532,273 and $35,026 for the nine months ended September 30, 2004 and 2003, respectively.





PLAN OF OPERATION



10



---

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





LIQUIDITY AND CAPITAL RESOURCES





Net cash used in operating activities was $352,019 for the nine months ended September 30, 2004, as compared to $22,646 for the same period ended September 30, 2003.  The primary use of cash from operations in 2004 was to fund operations.



Net cash provided by financing activities was $136,266 for the nine months ended September 30, 2004, as compared to $22,646 in 2003.  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.



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



Critical Accounting Policies



Our accounting policies are fully described in Note 2 of the Notes to the Financial Statements for the six months ended December 31, 2003, 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, 2004 (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.



During the quarter ended September 30, 2004, the registrant issued 45,000 shares of its common stock as compensation for consulting services to three designees of Redwood Grove Capital Management, LLC.  The registrant relied upon the exemption from registration contained in Section 4(2), as the recipients were deemed to be sophisticated with regard to an investment in the registrant.  No underwriters were used.



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.



Exhibits.



No.

Description

---

-----------



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













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 12, 2004

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 12, 2004

/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 12, 2004

/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, 2004, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Howard Taylor, President (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, 2004, 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