> 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 June 30, 2005
> 
> OR
> 
> ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
> EXCHANGE ACT
> 
> For the transition period from _____ to ______
> 
> Commission file number 0-29463
> 
> River Capital Group, Inc.
> -----------------------------------------------------------------
> (Exact name of small business issuer as specified in its charter)
> 
> Delaware
> --------------------------------------------------------------
> (State or other jurisdiction of incorporation or organization)
> 
> 51-0392750
> ---------------------------------
> (IRS Employer Identification No.)
> 
> 130 King Street West #3680,
> P.O. Box 99, 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 August 5, 2005 the
> registrant had issued and outstanding 6,246,455 shares of common stock.
> 
> Transitional Small Business Disclosure Format (check one);
> 
> Yes ( ) No (x)





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Page No.

--------

PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



INDEX TO FINANCIAL STATEMENTS



Balance Sheet at

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

3



Statements of Operations

for the Three and Six Months ended June 30, 2005

and 2004 and June 1, 2000 (inception)

to June 30, 2005(unaudited)

4 - 5



Statements of Cash Flows for

the Six Months ended June 30, 2005

and 2004  and June 1, 2000 (inception)

to June 30, 2005(unaudited)

6



Notes to the Financial

Statements (unaudited)                                                            
7



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

9



Item 3. Controls and Procedures

11



PART II - OTHER INFORMATION



Item 1. Legal Proceedings.

11



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

11



Item 3. Defaults Upon Senior Securities.

11



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

11



Item 5. Other Information.

11



Item 6. Exhibits.

11



SIGNATURES

13









2

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|RIVER CAPITAL GROUP, INC.                     
|----------------------------------------------
|(a development stage company)                 
|BALANCE SHEET                                 
|                                              
|                                              
|                                              
|                                              
|ASSETS                                        
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Stockholders' equity (deficit:)               
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              

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





3

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|RIVER CAPITAL GROUP, INC.                                                 
|--------------------------------------------------------------------------
|(a development stage company)                                             
|STATEMENTS OF OPERATIONS                                                  
|(Unaudited)                                                               
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Revenue                                                                   
|                                                                          
|                                                                          
|                                                                          
|Expenses:                                                                 
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Other income (expense):                                                   
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net loss                                                                  
|                                                                          
|Net loss per share - basic and diluted                                    
|                                                                          
|Weighted average shares outstanding                                       
|                                                                          
|                                                                          
|The accompanying notes are an integral part of these financial statements.







4

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|RIVER CAPITAL GROUP, INC.                                                 
|--------------------------------------------------------------------------
|(a development stage company)                                             
|STATEMENTS OF OPERATIONS                                                  
|(Unaudited)                                                               
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Revenue                                                                   
|                                                                          
|                                                                          
|                                                                          
|Expenses:                                                                 
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Other income (expense):                                                   
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net loss                                                                  
|                                                                          
|Net loss per share - basic and diluted                                    
|                                                                          
|Weighted average shares outstanding                                       
|                                                                          
|                                                                          
|The accompanying notes are an integral part of these financial statements.





5

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|RIVER
      CAPITAL GROUP, INC.   
|----------------------------------
|(a
      develpment stage company)
|STATEMENTS
      OF CASH FLOWS    
|(Unaudited)                       

|                                                                            |                                          |                                              |                                                            |                        | For the six  |                        | For the six    |                          | June 1, 2000
|--------------------------------------------------------------------------- | ---------------------------------------- | -------------------------------------------- | ---------------------------------------------------------- | ---------------------- | ------------ | ---------------------- | -------------- | ------------------------ | ------------
|                                                                            |                                          |                                              |                                                            |                        | months ended | months ended           | (inception) to
|                                                                            |                                          |                                              |                                                            |                        | June 30,     |                        | June 30,       |                          | June 30,    
|                                                                            |                                          |                                              |                                                            |                        | 2005         |                        | 2004           |                          | 2005        
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|Cash flows from operating activities:                                       |                                          |                                              |                                                            |                        |             
|Net loss                                                                    |                                          | $       (224,595)                            |                                                            | $       (258,905)      |              | $     (1,309,860)     
|                                                                            | Adjustments to reconcile net loss to net |                                              |                                                            |                        |              |                       
|used in operating activities:
cash provided (used) by operating activities: |                                          |                                              |                                                            |                        |             
|                                                                            |                                          | Impairment loss on goodwill                  | -                                                          |                        | -            |                        | 97,997        
|                                                                            |                                          | Stock issued for services/compensation       | 89,950                                                     |                        | 23,415       |                        | 501,115       
|                                                                            |                                          | Discount on convertible notes                | 1,940                                                      |                        | -            |                        | 1,940         
|                                                                            |                                          | Changes in operating assets and liabilities: |                                                            |                        |              |                        |               
|                                                                            |                                          |                                              | (Increase) decrease in due from related party              | 963                    |              | (963)                  |                | -                       
|                                                                            |                                          |                                              | (Increase) decrease in accounts receivable                 | -                      |              | -                      |                | 1,271                   
|                                                                            |                                          |                                              | (Increase) decrease in prepaid expenses                    | -                      |              | (8,333)                |                | -                       
|                                                                            |                                          |                                              | Increase (decrease) in accounts payable                    | 8,219                  |              | (30,554)               |                | (58,216)                
|                                                                            |                                          |                                              | Increase (decrease) in accounts payable to related parties | 42,521                 |              | -                      |                | 81,406                  
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              | Total adjustments                                          | 143,593                |              | (16,435)               |                | 625,513                 
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              | Net cash used by operations                                | (81,002)               |              | (275,340)              |                | (684,347)               
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|Cash flows from financing activities:                                       |                                          |                                              |                                                            |                        |             
|                                                                            |                                          |                                              | Issuance of common stock                                   | -                      |              | 135,000                |                | 568,125                 
|                                                                            |                                          |                                              | (Incease) decrease in subscription receivable              | -                      |              | 9,390                  |                | -                       
|                                                                            |                                          |                                              | Proceeds from convertible notes                            | 200,000                |              | -                      |                | 200,000                 
|                                                                            |                                          |                                              | Proceeds from loan payable                                 | -                      |              | -                      |                | 139,513                 
|                                                                            |                                          |                                              | Payment of loan payable                                    | -                      |              | (8,124)                |                | (18,124)                
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              | Net cash provided by financing activities                  | $      200,000         |              | $      136,266         |                | $        889,514        
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              | Net increase (decrease) in cash                            | 118,998                |              | (139,074)              |                | 205,167                 
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              | Cash at beginning of period                                | 95,554                 |              | 364,498                |                | 9,385                   
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              | Cash at end of period                                      | $         214,552      |              | $         225,424      |                | $          214,552      
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|Supplemental disclosure of cash flow information:                           |                                          |                                              |                                                            |                        |             
|                                                                            |                                          |                                              | Cash paid during the period for:                           |                        |              |                        |                |                         
|                                                                            |                                          |                                              | Interest                                                   | $                    - |              | $                    - |                | $                 580   
|                                                                            |                                          |                                              | Income taxes                                               | $                    - |              | $                    - |                | $                      -
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|Supplemental non-cash financing transactions:                               |                                          |                                              |                                                            |                        |             
|                                                                            |                                          |                                              | Contribution of loan to equity                             | $                    - |              | $                    - |                | $          131,389      
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|                                                                            |                                          |                                              |                                                            |                        |              |                        |                |                          |             
|The accompanying notes are an integral part of these financial statements.  |                                          |                                              |                                                            |                       





6

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RIVER CAPITAL GROUP, INC.

(a development stage company)



SELECTED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2005



Note 1 - Basis of Presentation



The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-QSB and 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 six-month period ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.



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



Note 2 - Going Concern



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



As of June 30, 2005, the Company had a deficit accumulated during the development stage of $1,309,860.  During the six months ended June 30, 2005 the Company suffered a loss of $224,595.  During the year ended December 31, 2004, and the period ended June 1, 2000 (inception) to June 30, 2005, the Company suffered losses of $778,928 and $1,309,860, respectively.  These factors raise substantial doubt about the Company's ability to continue as a going concern.



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





Note 3  Pending Transaction



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



As part of the proposed business plan, Limited has sought registration as a Class 3 insurance company with the Bermuda insurance regulators. Upon obtaining this authority, Limited would merge with or be acquired by the Company and 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 had made application to the Bermuda Monetary Authority seeking the incorporation and registration as a Class 3 insurance company of
River Reinsurance Limited. This registration has not been granted as of the date of this report. The Company has no immediate plans for resubmission and Limited has reverted to its original name of Concorde Capital Limited. The proposed transaction has been amended to reflect application to other jurisdictions and the Company has entered into letters of intent, similar in form to the previous letter of intent, between the Company and companies, whose shareholders include an officer and existing shareholders of the Company, regarding the business plan and the proposed establishment of an insurance company or the acquisition of an existing licensed insurance company.



Pursuant to the letters of intent relating to these transactions, the funds raised in the 2003  2005 private placements were at the disposal of Limited to satisfy all reasonable expenditures pursuant to the proposed transactions. The Company is providing up to $20,000 a month to cover these expenses. For the six months ended June 30, 2005 a total of $96,629 has been expensed.



Note 4  Convertible Notes and Warrants



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



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



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



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





Note 5  Stockholders equity



During the quarter ended June 30, 2005, the Company issued 20,000 shares of its common stock as compensation for legal fees to Troutman Sanders LLP in connection with the issuance of the convertible notes and warrants. A charge of $5,200 was recorded for the six months ended June 30, 2005, valued at fair market value, in connection with this transaction. The Company relied upon the exemption from registration contained in Section 4(2), as the recipient was deemed to be sophisticated with regard to an investment in the registrant.





Note 6  Related party transactions



Companies owned by two directors receive up to $12,000 per month as management and administrative fees for a total of $72,000 for the six months ended June 30, 2005. An additional $25,637 was received as reimbursement of direct out of pocket travel and other expenses for the six months ended June 30, 2005. A total of $89,406 was due to these companies as of June 30, 2005.





8



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



Forward-looking Statement and Information



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



Introduction



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



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



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







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



Operational expenses during the three months ended June 30, 2005 and June 30, 2004 of $82,413 and $129,704, respectively, consisted primarily of professional fees necessary to complete certain corporate filings with the SEC.  For the three months ended June 30, 2005 operational expenses also included a $49,460 charge related to the Company's agreement to satisfy all reasonable expenses incurred to effect the proposed acquisition of an insurance license in a suitable jurisdiction and a non-cash charge of $5,200 relating to the issuance of certain stock. For the three months ended June 30, 2004 operational expenses also included a $55,000 charge related to the Company's agreement to satisfy all reasonable expenses incurred to effect the proposed acquisition of an insurance license in a suitable jurisdiction. Accordingly, the Company incurred losses of $85,482 and $129,704 for the three months ended June 30, 2005 and June 30, 2004, respectively.



The loss increased the deficit accumulated during the development stage to $1,309,860 at June 30, 2005.



SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2004



Operational expenses during the six months ended June 30, 2005 and June 30, 2004 of $221,384 and $258,905, respectively, consisted primarily of professional fees necessary to complete certain corporate filings with the SEC.  For the six months ended June 30, 2005 operational expenses also included a $96,629 charge related to the Company's agreement to satisfy all







9

---





reasonable expenses incurred to effect the proposed acquisition of an insurance license in a suitable jurisdiction and a non-cash charge of $89,950 relating to the issuance of certain stock. For the six months ended June 30, 2004 operational expenses also included a $115,000 charge related to the Company's agreement to satisfy all reasonable expenses incurred to effect the proposed acquisition of an insurance license in a suitable jurisdiction. Accordingly, the Company incurred losses of $224,595 and $258,905 for the six months ended June 30, 2005 and June 30, 2004, respectively.



The loss increased the deficit accumulated during the development stage to $1,309,860 at June 30, 2005.



PLAN OF OPERATION



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





LIQUIDITY AND CAPITAL RESOURCES





Net cash used in operating activities was $81,002 for the six months ended June 30, 2005, as compared to $275,340 for the same period ended June 30, 2004.  The primary use of cash from operations in both periods was to fund operations relating to the pending business transaction with River Capital Limited.



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



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



As part of the proposed business plan, Limited has sought registration as a Class 3 insurance company with the Bermuda insurance regulators. Upon obtaining this authority, Limited would merge with or be acquired by the Company and 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.



As of the date of this report Limited had made application to the Bermuda Monetary Authority seeking the incorporation and registration as a Class 3 insurance company of River Reinsurance Limited. This
registration has not been granted as of the date of this report. The Company has no immediate plans for resubmission and Limited has reverted to its original name of Concorde Capital Limited. The proposed transaction has been amended to reflect application to other jurisdictions and the Company has entered into letters of intent, similar in form to the previous letter of intent, between the Company and companies, whose shareholders include an officer and existing shareholders of the Company, regarding the business plan and the proposed establishment of an insurance company or the acquisition of an existing licensed insurance company.

Our present intentions are to sell debt or equity securities.



10



---





Critical Accounting Policies



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



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



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



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



Item 3. Controls and Procedures

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





PART II - OTHER INFORMATION



Item 1. Legal Proceedings.



None.



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



During the quarter ended June 30, 2005, the registrant issued 20,000 shares of its common stock as compensation for legal fees to Troutman Sanders LLP.  The registrant relied upon the exemption from registration contained in Section 4(2), as the recipient was deemed to be sophisticated with regard to an investment in the registrant.  No underwriters were used.



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







11

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



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



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



The proceeds will be used for working capital.





Item 3. Defaults Upon Senior Securities.



None.



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



None.



Item 5. Other Information.



None



Item 6. Exhibits.



(a)     Exhibits.



The following are exhibits to this report:



Number

Description

------

-----------

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

3.2

Certificate of Amendment to the Certificate of Incorporation (2)

10.1

Stock Option Plan adopted May 3, 2004 (3)

10.2

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

I               
Inc.and the subscribers named therein (4)

10.3

Form of Note (4)

10.4

Form of Escrow Agreement (4)

10.5

Form of Security Agreement (4)

10.6

Form of Warrant (4)

31.1



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

31.2

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

32.1

Section 1350 Certification of Principal Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer

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

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

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

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





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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: August 12, 2005



By: /s/ William Dickie

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William Dickie,

Secretary and Chief Financial Officer



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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:

August 12, 2005

/s/Howard Taylor



Howard Taylor

President (Chief Executive Officer)



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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:

August 12, 2005

/s/ William Dickie



William Dickie

Chief Financial Officer





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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 June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Howard Taylor, Chairman (Chief Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

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



(2)

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





/s/Howard Taylor



Howard Taylor

President (Chief Executive Officer)







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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 June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, William Dickie, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

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



(2)

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





/s/ William Dickie



William Dickie

Chief Financial Officer













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