U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
        For the fiscal year ended December 31, 2006

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
         For the transition period from               to
                                        --------------   --------------

                         Commission file number: 0-29463

                            RIVER CAPITAL GROUP, INC.
                 (Name of small business issuer in its charter)

             Delaware                                    51-0392750
   (State or other jurisdiction               (IRS Employer Identification No.)
 of incorporation or organization)

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

                                  441-296-6006
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 par value

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State issuer's revenues for its most recent fiscal year:  $0

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computer by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $1,614,764 AS OF MARCH 1, 2007

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: AS OF MARCH 1, 2007 THE REGISTRANT
HAD ISSUED AND OUTSTANDING 38,422,749 SHARES OF COMMON STOCK.

Transitional Small Business Disclosure Format (Check one):  Yes [ ]; No [X]

<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT.

River Capital Group, Inc. is a Delaware corporation (the "Company"). Originally,
the Company  was  incorporated  in Florida on June 17,  1997,  as  Permastoprust
International,   Inc.  The  Company   changed  its  name  to  Greystone   Credit
Inc.("Greystone")  in June of 1999.  On August 4,  1999,  the  Company  acquired
whOOdoo.com,  Inc., a Florida  corporation  incorporated  on April 9, 1999, in a
share exchange. At the same time, the Company changed its state of incorporation
to Delaware  and its name to  whOOdoo.com,  Inc. On July 17,  2000,  the Company
changed  its name to  Ballistic  Ventures,  Inc.  (Ballistic).  On June 5, 2004,
Ballistic changed its name to River Capital Group, Inc.

On December 30, 2005, the Company executed and closed a Share Exchange Agreement
(the "Share Exchange Agreement") with River Capital Holdings Limited, a Barbados
exempt corporation ("River Holdings"),  Strategy International  Insurance Group,
Inc, a Texas Corporation,  Longview Fund, LP, Longview Equity Fund, LP, Longview
International   Equity  Fund,  LP,  and  Concorde  Capital  Limited,  a  Bermuda
Corporation, (collectively the "Shareholders").

Also on December 30,  2005,  the Company,  River  Holdings and the  Shareholders
executed  two  amendments  to  the  Share  Exchange   Agreement   (respectively,
"Amendment No. 1 and Amendment No. 2") to accurately  reflect the share exchange
allocations among the Shareholders.

In exchange for the Company acquiring 100% of the issued and outstanding  shares
of  the  common  stock  of  River  Holdings  at  closing,   the  River  Holdings
shareholders  received an aggregate of 19,135,820 shares of the Company's common
stock. The consideration  given for these shares was the exchange of 100% of the
issued and  outstanding  stock of River Holdings  pursuant to the Share Exchange
Agreement.  River Holdings was  incorporated  on October 6, 2004 as an insurance
holding company.

River  Reinsurance  Limited  ("River RE") is a wholly owned  subsidiary of River
Holdings.  River Holdings  incorporated River Reinsurance Limited on December 1,
2005 as a Barbados  exempt company and filed a license  application for River RE
as a Barbados Exempt  Insurance  Company on December 16, 2005. On June 16, 2006,
River RE was  formally  licensed by the Barbados  Supervisor  of Insurance as an
Exempt Insurance Company.

On December 31, 2006,  the Company  entered into a mutual release and settlement
agreement  (the  "Release  and  Settlement  Agreement")  with the holders of the
Company's  convertible  notes,  Longview Fund, LP, Longview Equity Fund, LP, and
Longview International Equity Fund, LP, (collectively, the "Noteholders"). Under
the terms of the Release and Settlement  Agreement,  the Company agreed to issue
to the  Noteholders:  (i) 11,045,474  shares of its $.001 par value common stock
calculated at the rate of $0.05 per share, and (ii) an additional 925,000 shares
of its $.001 par value common  stock,  also  calculated at the rate of $0.05 per
share as part of a warrant stock  issuance,  in exchange for  forgiveness of the
entire amount owing under the convertible notes.

BUSINESS OF ISSUER.

River RE is the operating  entity for the Company.  Thus,  the  discussion  that
follows  regarding  the  operation  of the  Company  references  River  RE. As a
licensed  Exempt  Insurance  Company,  River RE may  conduct  general  insurance
business,  including property and casualty  reinsurance and credit  reinsurance.
River RE's license  enables it to conduct its  insurance  business with entities
other than its parent,  River Holdings,  so long as the risks insured,  premiums
and  related   beneficiaries   originate  from  outside  of  CARICOM  (Caribbean
Community).

As a Barbados Exempt Insurance Company, River RE is subject to regulations under
the  Barbados  Exempt  Insurance  Act.  Among  these  regulations,  River  RE is
permitted  to write  insurance  business  based upon a multiple of its  capital.
River RE has an ongoing reporting  responsibility to the Barbados  Supervisor of
Insurance.  This reporting includes  scheduled  financial and compliance filings
and  notifications  of  material  events  of  interest  to the  Supervisor.  The
Supervisor  of  Insurance  has  within  its  powers  under the  Barbados  Exempt
Insurance  Act the  authority  to suspend  the  license of any Exempt  Insurance
Company.


                                       2
<PAGE>

Through  River RE, the Company  seeks to establish  and grow a core  reinsurance
business based on the  development  and acquisition of insurance and reinsurance
assets and  businesses.  River RE's approach will be to develop,  underwrite and
acquire  business that represents  relatively low risk over the long term. River
RE will leverage its internal  capabilities to raise initial capital,  establish
relationships in the institutional  investment markets, add to senior management
and manage River RE's capital assets.

River  RE  has  not  entered  into  a  formal   agreement   with  any  insurance
intermediary,  primary insurance company, insurance manager or insurance broker.
There can be no assurance that any such  agreements can be reached.  If River RE
is unable to execute such  definitive  agreements,  River RE's and the Company's
business could be materially adversely affected.

Business  will  be  produced  through  brokers  and  reinsurance  intermediaries
throughout the world.  River RE intends to establish  relationships with various
brokers  and  clients  by  providing  (i)  prompt  and  responsive   service  on
underwriting submissions, (ii) timely payment of claims and (iii) innovative and
customized  reinsurance and insurance solutions to clients. River RE's objective
is to build  long-term  relationships  with  brokers  and  clients  and  provide
financial  strength  and  security.  River  RE will  also  look  to the  smaller
specialist  intermediaries  based in the U.S. and the London markets who form an
integral part of the market.

There are  typically  fees and/or  commissions  associated  with using  brokers.
Although  River RE intends to procure broker  services at the prevailing  market
rates for fees and commissions,  there can be no assurance that River RE will be
able to obtain favorable  rates. If River RE is unable to procure  favorable fee
and  commission  rates from its brokers,  River RE's and the Company's  business
could be materially adversely affected.

The  Company  intends  to seek a  rating  from  Standard  & Poors  and/or  other
recognized  rating  agencies  for  River  RE as  soon  as  reasonably  possible.
Typically,  a company needs three years' operating history in order to seek such
a rating.  There is no  assurance  that River RE will be  eligible  to receive a
rating from any agency. If River RE is unable to obtain such a rating River RE's
and the Company's business could be materially adversely affected.

The Company currently has no full-time employees.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company  presently  uses as its  principal  office,  the offices of Concorde
Capital  Limited,  a company  100%  owned and  controlled  by Howard  Taylor,  a
director and the Chief Executive Officer of the Company. The Company's principal
office is located at Suite 312, 7 Reid Street, Hamilton HM11, Bermuda.

The Company has no investments  in real estate or real estate  securities and it
does not intend to invest in real estate or real estate  securities,  nor has it
formulated any investment  policies regarding  investments in real estate,  real
estate  mortgages,  or  securities  of or interests  in persons  engaged in real
estate activities.


ITEM 3.  LEGAL PROCEEDINGS

None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.



                                       3
<PAGE>
                                     PART II


ITEM 5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED STOCKHOLDER MATTERS AND SMALL
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET PRICES OF SECURITIES

The  Company's  common stock traded on the "pink  sheets" from  December 3, 1999
until May 9, 2006.  Since May 10,  2006,  the  Company's  common  stock has been
listed for  quotation on the OTC Bulletin  Board (the  "OTCBB").  The  Company's
trading symbol is "RCGI".

                                   PINK SHEETS

The  following  table sets forth the prices as  reported  to the  Company by the
"pink sheets"  trading  information.  The prices  reflected are the High and Low
closing bids, for each period as shown below.

        ---------------------------------------------------------------------
                                                        HIGH           LOW
        ---------------------------------------------------------------------
        Year 2005      January 1 - March 31             $2.10          $1.01
        ---------------------------------------------------------------------
        Year 2005      April 1 - June 30                $1.40          $0.60
        ---------------------------------------------------------------------
        Year 2005      July 1 - September 30            $1.15          $0.20
        ---------------------------------------------------------------------
        Year 2005      October 1 - December 31          $0.25          $0.12
        ---------------------------------------------------------------------


        ---------------------------------------------------------------------
        Year 2006      January 1 - March 31             $0.65          $0.25
        ---------------------------------------------------------------------
        Year 2006      April 1 - May 9                  $0.65          $0.25
        ---------------------------------------------------------------------


                                      OTCBB

The following table sets forth the range of High and Low bid quotations for each
period as shown below.  These  quotations  reflect  inter-dealer  prices without
retail  mark-up,  markdown,  or commissions  and may not  necessarily  represent
actual transactions.


        ---------------------------------------------------------------------
        Year 2006      May 10 - June 30                 $0.50          $0.30
        ---------------------------------------------------------------------
        Year 2006      July 1 - September 30            $0.35          $0.16
        ---------------------------------------------------------------------
        Year 2006      October 1 - December 31          $0.35          $0.13
        ---------------------------------------------------------------------

As of March 1, 2007 there were 529  beneficial  holders of the Company's  common
stock.

The  Company  has not paid  dividends  on its stock  and it does not  anticipate
paying any dividends thereon in the foreseeable future.


                                       4
<PAGE>

RECENT SALES OF UNREGISTERED EQUITY SECURITIES

During the quarter ended December 31, 2006, the Company issued 11,970,474 shares
of its common  stock to the  Noteholders  in  connection  with the  Release  and
Settlement Agreement. The shares were issued in reliance upon the exemption from
the registration  requirements under Section 4(2) of the Securities Act of 1933,
as amended.  No underwriters  were used and no commissions were incurred or paid
in connection with the issuance.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  following  Management's  Discussion  and  Analysis or Plan of  Operation is
qualified by reference to and should be read in conjunction  with, the Company's
Financial Statements and the Notes thereto as set forth beginning on page F-1.

                           FORWARD-LOOKING STATEMENTS

The Company is including the following  cautionary statement in this Form 10-KSB
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

In Note 3 of the Company's Financial  Statements for the year ended December 31,
2006, the Company's  independent  registered  public  accounting firm noted that
there is  substantial  doubt about the Company's  ability to continue as a going
concern. The Company's existence is dependent upon management funding operations
and raising sufficient  capital. At this point in time it is impossible to state
an amount of  additional  funding  which the Company  believes  would remove the
going concern opinion.

The Company has incurred a cumulative  net loss of 2,329,290 for the period from
inception to December 31,  2006.  At December 31, 2006,  the Company had working
capital of $82,405. The Company has yet to receive revenues from its reinsurance
business.  The  Company  has  neither  a  history  of  earnings  nor has it paid
dividends.  The Company is unlikely to realize  earnings or pay dividends in the
immediate  or  foreseeable  future.  There is no  assurance  that the  Company's
operations,  once commenced, will be profitable.  The Company may not be able to
obtain additional funds needed for working capital and operations.

The  following  discussion  provides  information  with respect to the Company's
results of operations,  liquidity,  and capital resources on a comparative basis
for the years ended December 31, 2006 and 2005, respectively, and should be read
in  conjunction  with the  Financial  Statements  and  related  notes  appearing
elsewhere in this report.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO THE YEAR ENDED DECEMBER 31, 2005

RESULTS OF OPERATIONS

Selling, general and administrative expenses during the years ended December 31,
2006 and  December 31, 2005 of $640,564 and  $373,740,  respectively,  consisted
primarily  of  reasonable  expenses  incurred  to  effect  the  acquisition  and
subsequent  management  of River  Holdings and  professional  fees  necessary to
complete  certain  corporate  filings with the SEC. For the years ended December
31, 2006 and December 31, 2005,  operational expenses included professional fees
of $200,392 and $74,175, respectively. For the years ended December 31, 2006 and
2005   operational   expenses   included   charges  of  $130,322  and  $200,958,
respectively,  related to the  Company's  agreement


                                       5
<PAGE>

to satisfy all  reasonable  expenses  incurred to effect the  acquisition of and
subsequent  management  of River  Holdings and non-cash  charges of $263,250 and
$89,950,  respectively,  relating  to the  issuance  of certain  stock and stock
options.  Interest  expense in connection with the $500,000  principal amount of
convertible  notes and five-year  warrants to purchase  925,000 shares of common
stock at $0.05 per share  amounted to  $208,881  and $22,913 for the years ended
December  31, 2006 and 2005,  respectively.  Accordingly,  the Company  incurred
losses of $847,372 and $396,653 for the years ended  December 31, 2006 and 2005,
respectively.

On December  31,  2006,  the  Company  entered  into the Release and  Settlement
Agreement with the  Noteholders of the Company's  convertible  notes.  Under the
terms of the  Release  and  Settlement  Agreement,  the  Company  issued  to the
Noteholders:  (i)  11,045,474  shares  of  its  $.001  par  value  common  stock
calculated at the rate of $0.05 per share, and (ii) an additional 925,000 shares
of its $.001 par value common  stock,  also  calculated at the rate of $0.05 per
share as part of a warrant stock  issuance,  in exchange for  forgiveness of the
entire  amount owing under the  convertible  notes.  The shares issued under the
Release and  Settlement  Agreement were issued at a discount of $0.45 per share.
There was no expense to the Company as a result of this transaction.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating  activities  was $343,448 for the year ended December
31,  2006,  as compared to $184,553 for the year ended  December  31, 2005.  The
primary use of cash from operations in 2006 was to fund  operations  relating to
the business acquisition of River Holdings.

Net cash  provided  by  financing  activities  was  $346,250  for the year ended
December 31, 2006, as compared to $350,000 for the year ended December 31, 2005.
In June 2006, the Company  issued  $300,000 of  convertible  notes.  In December
2006, the Company  issued 925,000 shares of common stock in connection  with the
exercise of warrants for proceeds of $46,250.

At December 31, 2006, the Company had working capital of $82,405, as compared to
working  capital of  $102,064  at  December  31,  2005.  The  Company's  present
intentions  are to  sell  debt or  equity  securities  to  cover  its  operating
expenses, however, the Company may not be able to obtain additional funds needed
for working capital and operations.

PLAN OF OPERATION

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

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

CRITICAL ACCOUNTING POLICIES

Our  accounting  policies  are  fully  described  in Note 2 of the  Notes to the
Financial  Statements.  As  discussed  in Note 2, the  preparation  of financial
statements in conformity with accounting  principles  generally  accepted in the
United States requires management to make estimates and assumptions about future
events  that  affect  the  amounts  reported  in the  financial  statements  and
accompanying  notes.  Future events and their effects cannot be determined  with
absolute  certainty.  Therefore,  the  determination  of estimates  requires the
exercise  of  judgment.   Actual  results  inevitably  will  differ  from  those
estimates,  and such  difference  may be  material  to the  Company's  financial
statements.  The Company  believes that the following  discussion  addresses its
Critical Accounting Policies.


                                       6
<PAGE>

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

We account for income  taxes in  accordance  with SFAS No. 109. The Company is a
development  stage  company and its  deferred  tax assets are not expected to be
utilized in the future.  The Company  has  provided a full  valuation  allowance
against the assets.

The Company  accounts for options  issued  according to FASB Statement No. 123R,
"Share-Based  Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R").
FAS No. 123R requires  companies to recognize in the statement of operations the
grant-date  fair  value of stock  options  and other  equity-based  compensation
issued to employees.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial  Accounting  Standards  Board issued  Interpretation
Number  48, or FIN 48,  "Accounting  for  Uncertainty  in Income  Taxes,"  which
clarifies the accounting for uncertainty in tax positions.  This  Interpretation
requires that the Company recognize in its financial  statements the impact of a
tax  position,  if that  position is more likely than not of being  sustained on
audit,  based on the technical merits of the position.  The provisions of FIN 48
are effective as of the beginning of the  Company's  2007 fiscal year,  with the
cumulative  effect  of  the  change  in  accounting  principle  recorded  as  an
adjustment to opening retained earnings. The Company is currently evaluating the
impact of adopting FIN 48 on its consolidated financial statements.

In September 2006, the SEC issued Staff Accounting  Bulletin No. 108 ("SAB 108")
regarding the process of quantifying financial statement misstatements.  SAB 108
states that  registrants  should use both a balance sheet approach and an income
statement  approach  when  quantifying  and  evaluating  the  materiality  of  a
misstatement.  The  interpretations  in SAB 108 contain  guidance on  correcting
errors  under the dual  approach  as well as  provide  transition  guidance  for
correcting errors. SAB 108 is effective for annual financial statements covering
the first  fiscal year ending after  November  15, 2006.  SAB 108 did not have a
material  effect on the  Company's  current or  previously  issued  consolidated
financial statements.

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
No.  157, or SFAS 157,  "Fair Value  Measurements,"  which  defines  fair value,
establishes   guidelines  for  measuring  fair  value  and  expands  disclosures
regarding fair value measurements.  SFAS 157 does not require any new fair value
measurements but rather eliminates  inconsistencies in guidance found in various
prior  accounting  pronouncements.  SFAS  157  is  effective  for  fiscal  years
beginning after November 15, 2007.  Earlier adoption is permitted,  provided the
company has not yet issued financial statements,  including for interim periods,
for that fiscal year. The Company is currently evaluating the impact of SFAS 157
on its consolidated financial statements.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined Benefit  Pension and Other  Postretirement  Plans--an  amendment of FASB
Statements  No. 87, 88, 106,  and  132(R)"  ("SFAS  158"),  which  requires  the
recognition of the funded status of benefit plans in the balance sheet. SFAS 158
also requires  certain gains and losses that are deferred under current  pension
accounting rules to be recognized in accumulated other comprehensive income, net
of tax effects.  These deferred costs (or income) will continue to be recognized
as a component of net periodic pension cost, consistent with current recognition
rules.  For entities with no publicly  traded equity  securities,  the effective
date for the  recognition  of the funded status is for fiscal years ending after
June  15,  2007.  In  addition,  the  ability  to  measure  the  plans'  benefit
obligations,  assets and net period cost at a date prior to the fiscal  year-end
date is eliminated  for fiscal years ending after December 15, 2008. The Company
does not expect  the  provisions  SFAS 158 to have any  impact on the  Company's
financial  statements as the Company does not have any defined  benefit  pension
and other postretirement plans.

In February 2007, the FASB issued  Statement of Financial  Accounting  Standards
No. 159, or SFAS 159, "The Fair Value Option for Financial  Assets and Financial
Liabilities  --  including an  amendment  of FASB  Statement


                                       7
<PAGE>

No.  115."  SFAS 159  permits  entities  to choose  to  measure  many  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value option has been elected will be  recognized in
earnings at each  subsequent  reporting  date. SFAS No. 159 is effective for the
Company's  fiscal  year  beginning  January 1, 2008.  The  Company is  currently
evaluating  the  impact  that  the  adoption  of SFAS No.  159 will  have on its
consolidated financial statements.


OFF-BALANCE SHEET ARRANGEMENTS

The Company had no off-balance sheet arrangements as of December 31, 2006.


ITEM 7.  FINANCIAL STATEMENTS

The financial statements required in this Form 10-KSB are set forth beginning on
page F-1


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

None.


ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the  end of the  period  covered  by  this  report,  the  Company's  Chief
Executive  Officer/Chief  Financial  Officer,  based  on his  evaluation  of the
Company's  disclosure  controls and  procedures (as defined in Rule 13a-15(e) of
the  Securities  Exchange  Act  of  1934),  has  concluded  that  the  Company's
disclosure  controls and  procedures  are adequate and  effective to ensure that
material  information  relating  to  the  registrant  is  recorded,   processed,
summarized and reported within the time periods specified by the SEC's rules and
forms,  particularly  during  the period in which  this  annual  report has been
prepared.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

In connection with the evaluation of the Company's  internal controls during its
last fiscal quarter, the Company's sole officer has concluded that there were no
changes in the Company's internal control over financial reporting that occurred
during  the  fiscal  quarter  ended  December  31,  2006,  that have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.


ITEM 8A(T). CONTROLS AND PROCEDURES

Not applicable.

ITEM 8B. OTHER INFORMATION

None.





                                       8
<PAGE>
                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
         GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Information about the Company's executive officers and director follows:

          NAME               AGE                   POSITION

Howard Taylor                 46        Chief Executive Officer, Chief Financial
                                        Officer and Director

Richard Freer                 66        Secretary


HOWARD TAYLOR, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND DIRECTOR.

Mr. Taylor was appointed as a director and the Company's Chief Executive Officer
in April 2004 and as Chief  Financial  Officer in January  2006.  Mr. Taylor has
been  the sole  shareholder  and a  director  of  Concorde  Capital  Limited,  a
privately held  investment  company based in Bermuda,  since 1995. Mr. Taylor is
also a director of Sharps  Technologies,  a UK private  company.  Mr. Taylor was
previously an executive with County Natwest Securities,  a leading international
investment  bank.  He has been a director  with an NASD and SFA  broker  dealer,
experienced in both the London and United States  markets.  He has held the NASD
Series 7, 24 and 63 licenses and is a Fellow of the Securities  Institute in the
United Kingdom. Mr. Taylor has extensive experience in the sourcing, structuring
and execution of a broad range of private equity transactions.

RICHARD FREER, SECRETARY.

Mr. Freer was appointed as Secretary for the Company in February 2006. Mr. Freer
has over 40 years of experience in international  finance.  A citizen of Canada,
Mr.  Freer has served as Finance  Director  and  Secretary  of Concorde  Capital
Limited, a private investment company located in Bermuda,  since 2005. Mr. Freer
has also served as Chief Financial Officer of D.J. Limited,  an investment group
dealing in  international  money  management  and corporate  finance  located in
Bermuda, since 1996.

CONFLICTS OF INTEREST

The  Company's  officers  and  directors  are now and may in the  future  become
shareholders,  officers or directors of other companies, which may be formed for
the purpose of engaging in similar business activities.  Accordingly, additional
direct  conflicts  of  interest  may arise in the  future  with  respect to such
individuals  acting  on  behalf  of the  Company  or other  entities.  Moreover,
additional  conflicts of interest may arise with respect to opportunities  which
come to the attention of such  individuals in the performance of their duties or
otherwise.  Currently,  the  Company  does not  have a right  of  first  refusal
pertaining to  opportunities  that come to their attention and may relate to the
Company's business operations.

The Company's  officers and directors  are subject to the  restriction  that all
opportunities  contemplated  by the  Company's  plan of operation  which come to
their  attention,  either  in the  performance  of their  duties or in any other
manner,  will be  considered  opportunities  of,  and be made  available  to the
Company and the companies  with which they are  affiliated on an equal basis.  A
breach  of this  requirement  will be a breach  of the  fiduciary  duties of the
officer or director. If the Company or the companies with which the officers and
directors are affiliated both desire to take advantage of an  opportunity,  then
said officers and directors  would abstain from  negotiating and voting upon the
opportunity.  However,  all directors may still  individually  take advantage of
opportunities if the Company should decline to do so. Except as set forth above,
the Company has not adopted any other  conflict of interest  policy with respect
to such transactions.

The Company does not have any audit,  compensation,  and executive committees of
its Board of Directors.  The Company does not have an audit committee  financial
expert.


                                       9
<PAGE>

CODE OF ETHICS

The Company has not yet adopted a code of ethics that  applies to its  principal
executive  officers,  principal  financial  officer,  and  principal  accounting
officer  or  controller,  or persons  performing  similar  functions,  since the
Company  has been  focusing  its  efforts on  obtaining  financing.  The Company
expects to adopt a code of ethics by June 30, 2007.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Compliance  with Section  16(a) of the  Securities  Exchange Act of 1934 Act, as
amended, requires the Company's officers and directors, and persons who own more
than ten percent of the Company's  common stock to file reports of ownership and
changes in  ownership  with the  Securities  and  Exchange  Commission,  or SEC.
Officers,  directors and greater than ten percent  stockholders  are required by
SEC  regulations  to furnish the Company with copies of all Section  16(a) forms
they file. Based solely on a review of the copies of such forms furnished to the
Company  during,  and with respect to, the year ending  December  31, 2006,  the
Company  believes  that  during  such  fiscal  year  all  Section  16(a)  filing
requirements  applicable to the Company's  officers,  directors and greater than
ten percent beneficial owners were in compliance with Section 16(a).


ITEM 10. EXECUTIVE COMPENSATION

The  following  table  sets  forth  information  about the  remuneration  of the
Company's executive officers for the last two completed fiscal years.

                           SUMMARY COMPENSATION TABLE

                                             Salary        Total
 Name and principal position      Year         ($)          ($)

Howard Taylor,                    2005        95,000       95,000
Chief Executive Officer (1)       2006       198,000      198,000

William Dickie,
Former Chief Financial            2005        24,000       24,000
Officer (2)                       2006         4,000        4,000

(1) The Company paid management and  administrative  fees totaling  $198,000 and
$95,000 to Concorde Capital Limited,  a company 100% owned by Howard Taylor, for
the years ended  December 31, 2006 and 2005,  respectively.  A total of $147,333
was due to Concorde  Capital Limited as of December 31, 2006.  Additionally,  in
2005, Mr. Taylor was granted 200,000 options exercisable at $0.50 per share.

(2) The Company paid  management  and  administrative  fees totaling  $4,000 and
$24,000 to Cognate Engineering  Services,  Inc., a company 100% owned by William
Dickie,  for  the  years  ended  December  31,  2006  and  2005,   respectively.
Additionally,  in 2005, Mr. Dickie was granted  100,000  options  exercisable at
$0.50 per share.

An additional $35,083 and $81,273 was received as reimbursement of direct out of
pocket travel and other expenses for the years ended December 31, 2006 and 2005,
respectively.

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  3,842,275  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 December  31,  2005,  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,


                                       10
<PAGE>

2009. The options are exercisable through February 5, 2009. As part of this plan
the Company  issued  25,000  options to a consultant.  On November 1, 2005,  the
Company  issued  350,000  options at $0.50,  which options were fully vested and
expire on October 31, 2007. There were no options issued in 2006. As of December
31, 2006, there are 625,000 options outstanding under the Plan.

ITEM 11. SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following  table sets forth as of March 1, 2007,  information  regarding the
beneficial  ownership  of shares by each person known by the Company to own five
percent or more of the outstanding shares of the Company:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                  (3) AMOUNT AND
  (1) TITLE OF CLASS          (2) NAME AND ADDRESS OF                  NATURE                     (4) PERCENT
                                  BENEFICIAL OWNER             OF BENEFICIAL OWNERSHIP           OF CLASS (i)
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                        <C>                            <C>
US$.001 par value         Longview Fund, LP
common stock              600 Montgomery Street 44th Floor           25,676,274                     66.82%
                          San Francisco, CA 94111
-------------------------------------------------------------------------------------------------------------------
US$.001 par value         Concorde Capital Limited (ii)
common stock              Suite 194, 48 Par La Ville Road             5,406,639                     14.07%
                          Hamilton HM11 Bermuda
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(i) This table is based on 38,422,749  shares of Common Stock outstanding as of
March  1,  2007.  If a person  listed  on this  table  has the  right to  obtain
additional shares of Common Stock within sixty (60) days from March 1, 2007, the
additional  shares are deemed to be outstanding for the purpose of computing the
percentage of class owned by such person,  but are not deemed to be  outstanding
for the purpose of computing the percentage of any other person.

(ii) 5,156,639 of these shares are held in the name of Concorde Capital Limited,
which is 100%  owned and  controlled  by Howard  Taylor,  a  director  and Chief
Executive Officer of the Company.  An additional 50,000 shares are issuable upon
exercise of stock options  issued  February 5, 2004 in the name of Howard Taylor
individually.  An additional 200,000 are issuable upon exercise of stock options
issued on November 1, 2005 in the name of Howard Taylor individually.

The following  table sets forth as of March 1, 2007,  information  regarding the
beneficial  ownership of shares by each of the directors and by the officers and
directors as a group:


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                  (3) AMOUNT AND
 (1) TITLE OF CLASS           (2) NAME AND ADDRESS OF                  NATURE                     (4) PERCENT
                                  BENEFICIAL OWNER             OF BENEFICIAL OWNERSHIP           OF CLASS (i)
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                         <C>                           <C>
US$.001 par value         Concorde Capital Limited (ii)
common stock              Suite 194, 48 Par La Ville Road             5,406,639                     14.07%
                          Hamilton HM11 Bermuda
-------------------------------------------------------------------------------------------------------------------
US$.001 par value         All Officers and Directors as a             5,406,639                     14.07%
common stock              Group (one person)
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(i) This table is based on 38,422,749  shares of Common Stock  outstanding as of
March  1,  2007.  If a person  listed  on this  table  has the  right to  obtain
additional shares of Common Stock within sixty (60) days from March 1, 2007,



                                       11
<PAGE>

the additional  shares are deemed to be outstanding for the purpose of computing
the  percentage  of  class  owned  by such  person,  but are  not  deemed  to be
outstanding for the purpose of computing the percentage of any other person.

(ii) 5,156,639 of these shares are held in the name of Concorde Capital Limited,
which is 100%  owned and  controlled  by Howard  Taylor,  a  director  and Chief
Executive Officer of the Company.  An additional 50,000 shares are issuable upon
exercise of stock options  issued  February 5, 2004 in the name of Howard Taylor
individually.  An additional  200,000 shares are issuable upon exercise of stock
options issued on November 1, 2005 in the name of Howard Taylor individually.

CHANGES IN CONTROL

There  are no  agreements  known to  management  that may  result in a change of
control of the Company.

EQUITY COMPENSATION PLANS

At December 31, 2006, the Company's equity compensation plans were as follows:


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
PLAN CATEGORY                   NUMBER OF SECURITIES TO BE   WEIGHTED AVERAGE EXERCISE    NUMBER OF
                                ISSUED UPON EXERCISE OF      PRICE OF OUTSTANDING         SECURITIES
                                OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND        REMAINING AVAILABLE FOR
                                WARRANTS AND RIGHTS          RIGHTS                       FUTURE ISSUANCE
-------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                       <C>                        <C>
Equity compensation plans              625,000                   $1.16                      150,000
approved by security holders

Equity compensation plans                -0-                       --                         -0-
not approved by security
holders
-------------------------------------------------------------------------------------------------------------------

            Total                      625,000                   $1.16                      150,000

-------------------------------------------------------------------------------------------------------------------
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.

RELATED PARTY TRANSACTIONS

Companies owned by the Company's  current officer director Howard Taylor and its
former  director  William Dickie  received  management and  administrative  fees
totaling of $202,000  and  $119,000  for the years ended  December  31, 2006 and
2005,  respectively,  as  described  in "Item 10.  Executive  Compensation."  An
additional  $35,083 and $81,273 was received as  reimbursement  of direct out of
pocket travel and other expenses for the years ended December 31, 2006 and 2005,
respectively.  As of December  31, 2006, a total of $147,333 was due to Concorde
Capital Limited, a company 100% owned by Howard Taylor.

DIRECTOR INDEPENDENCE

Our common stock trades on the OTC Bulletin  Board.  As such, the Company is not
currently subject to corporate governance  standards of listed companies,  which
require,  among other  things,  that the  majority of the board of  directors be
independent.


                                       12
<PAGE>

Since the Company is not  currently  subject to corporate  governance  standards
relating to the independence of the Company's directors, it has chosen to define
an  "independent"  director  in  accordance  with  the  NASDAQ  Global  Market's
requirements  for independent  directors  (NASDAQ  Marketplace  Rule 4200).  The
NASDAQ  independence  definition  includes a series of objective tests,  such as
that the  director  is not an  employee  of the  company  and has not engaged in
various  types of business  dealings  with the  company.  The  Company  does not
currently have an independent director under the above definition.

The Company does not presently have an audit committee,  compensation committee,
nominating  committee,  executive committee of the Company's board of directors,
stock plan committee or any other committees.


ITEM 13. EXHIBITS

--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                                    DOCUMENT
--------------------------------------------------------------------------------
    2.1         Share Exchange Agreement dated December 30, 2005 (1)
--------------------------------------------------------------------------------
    2.2         Share Exchange Agreement Amendment No. 1 dated December 30, 2005
                (1)
--------------------------------------------------------------------------------
    2.3         Share Exchange Agreement Amendment No. 2 dated December 30, 2005
                (2)
--------------------------------------------------------------------------------
    3.1         Form of Certificate of Incorporation of Ballistic Ventures, Inc.
                (3)
--------------------------------------------------------------------------------
    3.2         Certificate of Amendment to the Certificate of Incorporation (4)
--------------------------------------------------------------------------------
   10.1         Subscription agreement dated May 23, 2005 between River Capital
                Group, Inc. and the subscribers named therein (5)
--------------------------------------------------------------------------------
   10.2         Form of Note (5)
--------------------------------------------------------------------------------
   10.3         Form of Escrow Agreement (5)
--------------------------------------------------------------------------------
   10.4         Form of Security Agreement (5)
--------------------------------------------------------------------------------
   10.5         Form of Warrant (5)
--------------------------------------------------------------------------------
   10.6         Stock Option Plan adopted May 3, 2004 (6)
--------------------------------------------------------------------------------
   10.7         Release and Settlement Agreement by and between River Capital
                and Longview Fund, LP, Longview Equity Fund, LP, and Longview
                International Equity Fund, LP dated December 31, 2006. (7)
--------------------------------------------------------------------------------
   31.1         Rule 13a-14(a) Certification
--------------------------------------------------------------------------------
   32.1         Section 1350 Certification
--------------------------------------------------------------------------------

(1)      Incorporated by reference to the exhibits to the  registrant's  current
         report on Form 8-K dated December 30, 2005 and filed January 6, 2006.
(2)      Incorporated by reference to the exhibits to the  registrant's  current
         report on Form 8-K/A, dated December 30, 2005, filed February 9, 2006.
(3)      Incorporated   by  reference  to  the  exhibits  to  the   registrant's
         registration statement on Form 10-SB filed February 11, 2000.
(4)      Incorporated  by  reference to the exhibits to the registrant's current
         report on Form 8-K dated June 5, 2004, filed June 7, 2004.
(5)      Incorporated by reference  to  the exhibits to the registrant's current
         report on Form 8-K dated May 31, 2005 filed June 7, 2005.
(6)      Incorporated  by reference to the exhibits to the  registrant's  annual
         report on Form  10-KSB for the fiscal  year ended  December  31,  2004,
         originally filed April 22, 2005 and amended July 11, 2005.
(7)      Incorporated by reference to the exhibits to the  registrant's  current
         report on Form 8-K dated December 31, 2006, filed January 8, 2007.




                                       13

<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the year ended  December 31, 2006 the Company's  principal  accountant  will
bill $11,500 for the audit of the Company's annual financial statements included
in the Company's Form 10-KSB filings.  For the year ended December 31, 2006, the
Company's  principal  accountant  billed  $4,680  for the  review  of  financial
statements included in the Company's Form 10-QSB filings.

For year ended December 31, 2005 principal  accountant  billed $11,000,  for the
audit of the  Company's  annual  financial  statements  and review of  financial
statements included in the Company's Form 10-QSB filings.

AUDIT -RELATED FEES

There were no fees billed for services  reasonably related to the performance of
the audit or review of the Company's financial  statements outside of those fees
disclosed  above under  "Audit  Fees" for the years ended  December 31, 2006 and
2005, respectively.

TAX FEES

For the  years  ended  December  31,  2006 and  2005,  the  Company's  principal
accountant did not render any services for tax compliance,  tax advice,  and tax
planning work.

ALL OTHER FEES

There were no other fees billed by the  Company's  principal  accountants  other
than those disclosed above for the years ended December 31, 2006 and 2005.

PRE-APPROVAL POLICIES AND PROCEDURES

Prior to engaging the Company's accountants to perform a particular service, the
Company's  board  of  directors  obtains  an  estimate  for  the  service  to be
performed.  All of the services  described  above were  approved by the board of
directors in accordance with its procedures.




                                       14

<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


April 2, 2007                        River Capital Group, Inc.


                                     /s/ HOWARD TAYLOR
                                     -------------------------------------------
                                     Howard Taylor
                                     Chief Executive Officer and Chief
                                     Financial Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



<TABLE>
<CAPTION>
               SIGNATURE                                 TITLE                                  DATE
<S>                                      <C>                                                <C>

                                         Chief Executive Officer (Principal
/s/ HOWARD TAYLOR                        Executive Officer), Chief Financial                April 2, 2007
------------------------------------     Officer (Principal Financial and
Howard Taylor                            Accounting Officer) and Director




/s/ RICHARD FREER                        Secretary                                          April 2, 2007
------------------------------------
Richard Freer

</TABLE>

















                                       15
<PAGE>
                            RIVER CAPITAL GROUP, INC.
                          INDEX TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2006





                                                                        PAGE

Report of Independent Registered Public Accounting Firm                 F-2

Balance Sheets
   December 31, 2005 and 2006                                           F-3

Statements of Operations
   Years Ended December 31, 2005 and 2006                               F-4

Statements of Stockholders' Equity (Deficit)
   Years Ended December 31, 2005 and 2006                               F-5

Statements of Cash Flows
   Years Ended December 31, 2005 and 2006                               F-6

Notes to Financial Statements                                         F-7 - 11












<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
River Capital Group, Inc.

We have audited the  accompanying  consolidated  balance sheets of River Capital
Group,  Inc.  and  subsidiary  (the  "Company"),  a Florida  corporation,  as of
December  31,  2006,  and the  related  statements  of  operations,  changes  in
stockholders'  equity,  and cash flows for the years ended December 31, 2006 and
2005,  respectively.  These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our audit included consideration of internal control over financial
reporting as a basis for designing audit  procedures that are appropriate in the
circumstances  but  not  for  the  purpose  of  expressing  an  opinion  on  the
effectiveness  of the  Company's  internal  control  over  financial  reporting.
Accordingly,  we express no such opinion.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of River Capital Group, Inc. at
December 31, 2006 and the results of their  operations  and their cash flows for
the years ended December 31, 2006 and 2005, respectively in conformity with U.S.
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company's  dependence on outside financing,  lack of
sufficient   working   capital,   recurring   losses  from  operations  and  the
discontinued  operations raise  substantial doubt about the Company's ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of these uncertainties.

De Meo, Young, McGrath, CPA


/s/ DE MEO, YOUNG, MCGRATH, CPA


Fort Lauderdale, Florida

April 2,2007






                                      F-2

<PAGE>

                    RIVER CAPITAL GROUP, INC. AND SUBSIDIARY
                                  Balance Sheet

<TABLE>
<CAPTION>
                                                                            December 31, 2006
                                                                            ------------------
<S>                                                                         <C>

ASSETS

   Cash                                                                     $         263,803

   Other current assets                                                                 3,240
                                                                            ------------------
      Total current assets                                                            267,043
                                                                            ------------------

   Total assets                                                             $         267,043
                                                                            ==================


LIABILITIES AND STOCKHOLDERS' DEFICIT

   Accounts payable and accrued expenses                                    $          37,305
   Accounts payable to related parties                                                147,333
                                                                            ------------------

      Total current liabilities                                                       184,638
                                                                            ------------------

Stockholders' deficit:
   Common stock, $.001 par value, 50,000,000 shares
     authorized: 38,422,749 shares issued and outstanding                              38,422

   Additional paid-in capital                                                       2,373,273
   Retained deficit                                                                (2,329,290)
                                                                            ------------------

      Total stockholders' deficit                                                      82,405
                                                                            ------------------

   Total liablities and stockholders' deficit                               $         267,043
                                                                            ==================

</TABLE>



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

                                       F-3

<PAGE>
                    RIVER CAPITAL GROUP, INC. AND SUBSIDIARY
                            Statements of Operations
                 For the Years Ended December 31, 2006 and 2005

                                                   2006              2005
                                            -----------------   ----------------

Revenue                                     $              -    $             -
                                            -----------------   ----------------

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

Expenses:
   Selling general and administrative                640,564            373,740
                                            -----------------   ----------------

      Total operating expenses                       640,564            373,740
                                            -----------------   ----------------

      Total operating loss                          (640,564)          (373,740)
                                            -----------------   ----------------

Other income (expense):
   Miscellaneous income                                    -                  -
   Interest income                                     2,073                  -
   Interest expense                                 (208,881)           (22,913)
                                            -----------------   ----------------
                                                    (206,808)           (22,913)
                                            -----------------   ----------------


Net loss                                    $       (847,372)   $      (396,653)
                                            =================   ================

Net loss per share - basic and diluted      $          (0.03)   $         (0.06)
                                            =================   ================

Weighted average shares outstanding               26,064,226          6,287,597
                                            =================   ================




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

                                       F-4

<PAGE>




         RIVER CAPITAL GROUP, INC. AND SUBSIDIARY
       Statement of Changes in Stockholders' Deficit

<TABLE>
<CAPTION>

                                                         Common Stock          Additional     Stock
                                                ---------------------------     paid-in    Subscription  Accumulated
                                                    Shares         Amount       capital     Receivable      Deficit          Total
                                                -------------  ------------  -------------  ----------  -------------  -------------
<S>                                                <C>         <C>           <C>            <C>         <C>            <C>
Balance, January 1, 2004                            5,836,455  $     5,836   $    606,451   $  (9,390)  $   (306,337)  $    296,560

Issuance of common stock                              270,000          270        134,730       9,390              -        144,390

Options issued for service                                  -            -         23,415           -              -         23,415

Issuance of common stock for services                  90,000           90        359,660           -              -        359,750

Net loss for the year ended December 31, 2004               -            -              -           -       (778,928)      (778,928)
                                                -------------  ------------  -------------  ----------  -------------  -------------
Balance, December 31, 2004                          6,196,455        6,196      1,124,256           -     (1,085,265)        45,187

Issuance of common stock for services                  50,000           50         89,900           -              -         89,950

Issuance of convertible notes                               -            -         23,280           -              -         23,280

Issuance of common stock for acquisition           19,135,820       19,136        130,864           -              -        150,000

Net loss for the year ended December 31, 2005               -            -              -           -       (396,653)      (396,653)
                                                -------------  ------------  -------------  ----------  --------------  ------------
Balance December 31, 2005                          25,382,275       25,382      1,368,300           -     (1,481,918)       (88,236)

Issuance of common stock for services               1,070,000        1,070        262,180           -              -        263,250

Restructuring of warrants associated with
  convertible notes                                         -            -        316,515           -              -        316,515

Conversion of convertible notes                    11,045,474       11,045        380,953           -              -        391,998

Exercise of warrants                                  925,000          925         45,325           -              -         46,250

Net loss for the year ended December 31, 2006               -            -              -           -       (847,372)      (847,372)
                                                -------------  ------------  -------------  ----------  -------------  -------------
Balance December 31, 2006                          38,422,749  $    38,422   $  2,373,273   $       -   $ (2,329,290)  $     82,405
                                                =============  ============  =============  ==========  =============  =============

</TABLE>

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

                                       F-5
<PAGE>
                    RIVER CAPITAL GROUP, INC. AND SUBSIDIARY
                            Statements of Cash Flows
                 For the Years Ended December 31, 2006 and 2005

<TABLE>
<CAPTION>
                                                                              2006                 2005
                                                                       -----------------    ------------------
<S>                                                                    <C>                  <C>
Cash flows from operating activities:
  Net loss                                                             $       (847,372)    $        (396,653)
                                                                       -----------------    ------------------
  Adjustments to reconcile net loss to net
  cash provided (used) by operating activities:
    Stock given for compensation                                                263,250                89,950
    Discount on convertible notes                                               211,733                13,580
    Changes in operating assets and liabilities:
      (Increase) decrease in due from related party                                   -                   963
      (Increase) decrease in other current asset                                  3,240                     -
      Increase (decrease) in accounts payable                                     2,261                22,599
      Increase (decrease) in accounts payable to related parties                 23,440                85,008
                                                                       -----------------    ------------------

      Total adjustments                                                         503,924               212,100
                                                                       -----------------    ------------------

      Net cash used by operations                                              (343,448)             (184,553)
                                                                       -----------------    ------------------

Cash flows from financing activities:
      Proceeds from warrant exercise                                             46,250                     -
      Proceeds from issuance of common stock                                          -               150,000
      Proceeds from convertible notes                                           300,000               200,000
                                                                       -----------------    ------------------

        Net cash provided by financing activities                               346,250               350,000
                                                                       -----------------    ------------------

          Net increase (decrease) in cash                                         2,802               165,447

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

          Cash at end of period                                        $        263,803     $         261,001
                                                                       =================    ==================

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


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

                                       F-6



<PAGE>
RIVER CAPITAL GROUP, INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS

1.       BUSINESS AND BASIS OF PRESENTATION

The Company  was  incorporated  in Florida on June 17,  1997,  as  Permastoprust
International,  Inc.  The  Company  changed  its name to  Greystone  Credit Inc.
("Greystone")  in  June of  1999.  On  August  4,  1999,  the  Company  acquired
whOOdoo.com,  Inc., a Florida  corporation  incorporated  on April 9, 1999, in a
share exchange. At the same time, the Company changed its state of incorporation
to Delaware  and its name to  whOOdoo.com,  Inc. On July 17,  2000,  the Company
changed  its name to  Ballistic  Ventures,  Inc.  (Ballistic).  On June 5, 2004,
Ballistic changed its name to River Capital Group, Inc.

On December 30, 2005,  River Capital Group,  Inc., a Delaware  corporation  (the
"Company"),  executed and closed a Share Exchange Agreement (the "Share Exchange
Agreement") with River Capital Holdings Limited, a Barbados  corporation ("River
Holdings"),  Strategy  International  Insurance Group, Inc, a Texas Corporation,
Longview Fund, LP, Longview Equity Fund, LP, Longview International Equity Fund,
LP, and Concorde  Capital  Limited,  a Bermuda  Corporation,  (collectively  the
"Shareholders").

Also on December 30, 2005, the Company,  Holdings and the Shareholders  executed
two amendments to the Share Exchange Agreement  (respectively,  "Amendment No. 1
and Amendment No. 2") to accurately reflect the share exchange allocations among
the Shareholders.

Upon closing, the Company is no longer deemed to be a "shell company" as defined
under Rule 12b-2 under the Securities Exchange Act of 1934 (the "Exchange Act").

In exchange for the Company acquiring 100% of the issued and outstanding  shares
of  the  common  stock  of  River  Holdings  at  closing,   the  River  Holdings
shareholders  received an aggregate of 19,135,820 shares of the Company's common
stock. The consideration  given for these shares was the exchange of 100% of the
issued and  outstanding  stock of River Holdings  pursuant to the Share Exchange
Agreement.

On December 31, 2006 the Company  entered into a mutual  release and  settlement
agreement  (the "Release and  Settlement  Agreement")  with Longview  Fund,  LP,
Longview Equity Fund, LP, Longview International Equity Fund, LP, (collectively,
the "Noteholders"). Under the terms of the Release and Settlement Agreement, the
Company agreed to issue to the Noteholders:  (i) 11,045,474  shares of its $.001
par value common stock  calculated  at the rate of $0.05 per share,  and (ii) an
additional  925,000 shares of its $.001 par value common stock,  also calculated
at the rate of $0.05 per share as part of a warrant stock issuance.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION - The accompanying consolidated financial statements
include  the  accounts  of  River  Capital  Group,  Inc.  and its  wholly  owned
subsidiaries River Capital Holdings Limited and River Reinsurance  Limited.  All
significant   intercompany   balances  and   transactions   are   eliminated  in
consolidation.

CASH AND CASH EQUIVALENTS - The Company considers all unrestricted  deposits and
highly  liquid  investments,  readily  convertible  to  known  amounts,  with an
original maturity of three months or less, to be cash equivalents.

IMPAIRMENT OF LONG-LIVED  ASSETS - The Company  evaluates the  recoverability of
its property and  equipment  and other assets in  accordance  with  Statement of
Financial  Accounting Standards Board No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets".  SFAS 144 requires  recognition of impairment of
long-lived  assets in the event the net book value of such  assets  exceeds  the
estimated  future  undiscounted  cash flows  attributable  to such assets or the
business to which such assets relate.  SFAS 144 excludes goodwill and intangible
assets. When an asset exceeds its expected operating cash flow, it is considered
to be impaired and is written down to fair value,  which is determined  based on
either discounted future cash flows or appraised values.


                                      F-7
<PAGE>


INCOME TAX - Income  tax  assets  and  liabilities  are  computed  annually  for
temporary  differences  between the financial  statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future,
based upon  enacted  tax laws and rates  applicable  to the periods in which the
differences  are expected to affect  taxable  income.  A valuation  allowance is
recognized if, based on the weight of available evidence, it is more likely than
not that some  portion or all of the  deferred  tax asset will not be  realized.
Income tax expense is the tax  payable or  refundable  for the  period,  plus or
minus the change during the period in deferred tax assets and liabilities.

USE OF ESTIMATES - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  and  disclosures  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

FAIR VALUE OF FINANCIAL  INSTRUMENTS - The fair value of the Company's financial
instruments  such as  accounts  payable  and  loans  payable  approximate  their
carrying value.

INCOME (LOSS) PER SHARE - The Company  accounts for earnings per share according
to SFAS No. 128, "Earnings per Share".  SFAS 128 requires  presentation of basic
and diluted  earnings or loss per share.  Earnings or loss per share is computed
by  dividing  net  income  or loss by the  weighted  average  number  of  shares
outstanding during the period.  For all periods presented,  warrants and options
were excluded from the computation of net loss per share because inclusion would
be anti-dilutive.

STOCK  OPTIONS - The Company  accounts  for  options  issued  according  to FASB
Statement No. 123R,  "Share-Based  Payment,  an Amendment of FASB  Statement No.
123" ("FAS No.  123R").  FAS No. 123R  requires  companies  to  recognize in the
statement of  operations  the  grant-date  fair value of stock options and other
equity-based compensation issued to employees.


3.       GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which contemplates the realization of assets and the satisfaction of all
liabilities in the normal course of business.

As of December 31, 2006, the Company had an  accumulated  deficit of $2,329,290.
During the year ended December 31, 2006 the company suffered a loss of $847,372.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.

Management's  plan to alleviate this going concern issue is to raise capital and
commence  the  business  operations  of  the  acquired  insurance  company.  The
Company's  continued  existence is dependent upon management  funding operations
and raising  sufficient  capital.  The  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


4.       ACQUSITION OF RIVER CAPITAL HOLDINGS LIMITED

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


5.       DUE TO RELATED PARTY

Companies owned by two directors  received  management and  administrative  fees
totaling  $202,000 and $119,000 for the years ended  December 31, 2006 and 2005,
respectively. An additional $35,082 and $81,273 was received as



                                      F-8
<PAGE>

reimbursement  of direct out of pocket  travel and other  expenses for the years
ended December 31, 2006 and 2005,  respectively.  A total of $147,333 was due to
one of these companies as of December 31, 2006. These services were provided for
fees that could be obtained from unrelated parties for the same amounts.


6.       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.  On May 31, 2006 a  modification  to the  agreement  was entered  into
whereby the due date of the notes was extended to May 23, 2007 and the five-year
warrants were repriced at $0.35 per share.  The repricing  resulted in a further
discount to the notes of $142,206 (the ascribed value of the warrants  valued at
estimated  fair market  value of the  Company's  common stock at the date of the
warrants repricing). On June 30, 2006, the Company issued an additional $300,000
principal amount of convertible notes and five-year warrants to purchase 525,000
shares of common stock at $0.35 per share. In connection with this  transaction,
20,000  shares of the  Company's  common  stock were  issued in payment of legal
services rendered.  A total of $174,309 was ascribed to the warrants,  valued at
estimated fair market value at the date of the warrants issuance.  The resulting
discount to all of the  convertible  notes would have been amortized to interest
expense over the remaining life of the  convertible  notes.  Amortization of the
discount amounted to $211,733 for the year ended December 31, 2006.

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

            Interest  at the  greater of (i) the prime rate plus 4% per annum or
            (ii) 10%, payable quarterly beginning August 1, 2005;

            Term  of one  year,  but  the  note  could  prepaid  at  110% of the
            principal  if an  insurance  license  were  been  granted  to  River
            Reinsurance  Limited  and River  Reinsurance  Limited  had  become a
            subsidiary of the Company;

            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. The Company had 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.

On December  31,  2006,  the  Company  entered  into the Release and  Settlement
Agreement  with  Longview  Fund,  LP,  Longview  Equity  Fund,  LP, and Longview
International Equity Fund, LP, (collectively, the "Noteholders". Under the terms
of the Release and Settlement Agreement,  the Company issued to the Noteholders:
(i) 11,045,474 shares of its $.001 par value common stock calculated at the rate
of $0.05 per share, and (ii) an additional 925,000 shares of its $.001 par value
common  stock,  also  calculated  at the  rate of $0.05  per  share as part of a
warrant stock  issuance,  in exchange for forgiveness of the entire amount owing
under the convertible notes.


7.       STOCKHOLDERS' EQUITY

On May 9, 2006,  the  Company  issued  1,000,000  shares of its common  stock as
compensation for consulting  services. A charge of $250,000 was recorded for the
year ended December 31, 2006,  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  recipients  were deemed to be  sophisticated
with regard to an investment in the Company.

During the year ended December 31, 2005, the registrant  issued 30,000 shares of
its common stock as compensation  for consulting  services to three designees of
Redwood Grove Capital Management,  LLC. A charge of $84,750 was


                                      F-9
<PAGE>

recorded for the year ended December 31, 2005,  valued at fair market value,  in
connection with this transaction.  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.

During the year ended December 31, 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 year ended December 31, 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.

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  3,842,275  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 December  31,  2005,  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. The options
are  exercisable  through  February  5, 2009.  As part of this plan the  Company
issued 25,000  options to a consultant.  On November 1, 2005, the Company issued
350,000 options at $0.50,  which options were fully vested and expire on October
31, 2007.  There were no options issued in 2006. As of December 31, 2006,  there
are 625,000 options outstanding under the Plan.

For 2006 transactions, the Company accounts for options issued according to FASB
Statement No. 123R,  "Share-Based  Payment,  an Amendment of FASB  Statement No.
123" ("FAS No.  123R").  FAS No. 123R  requires  companies  to  recognize in the
statement of  operations  the  grant-date  fair value of stock options and other
equity-based  compensation issued to employees.  There were no options issued in
2006.

Prior to 2006,  the Company  accounted for its employee stock option plans under
the intrinsic  value method,  in  accordance  with the  provisions of Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees"  and related  interpretations.  Compensation  expense  related to the
granting of employee  stock options is recorded over the vesting period only if,
on the  date of  grant,  the fair  value of the  underlying  stock  exceeds  the
option's exercise price.

In December 2002, the Financial  Accounting  Standards Board (the "FASB") issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 148  "Accounting  for
Stock-Based  Compensation-Transition  and Disclosure"  which amends SFAS No. 123
"Accounting  for   Stock-Based   Compensation."   Had  the  Company   determined
compensation expense of employee stock options based on the estimated fair value
of the stock options at the grant date,  consistent  with the guidelines of SFAS
123, its net loss would have been  increased  to the pro forma amount  indicated
below:

<TABLE>
<CAPTION>
                                                                Year ended        Year ended
                                                                December 31,      December 31,
                                                                2006              2005
<S>                                                             <C>               <C>
        Net (loss):
        As reported                                             $ (847,372)       $ (396,653)
        Stock-based employee compensation expense related
        to stock options determined under fair value
        method                                                           -                 -
        Amounts charged to expense                                       -                 -
                                                                -----------       -----------

        Pro forma according to SFAS 123                         $ (847,372)       $ (396,653)
                                                                ===========       ===========
        Net income applicable to common Stockholder per share:
        As reported                                             $    (0.03)       $    (0.06)
                                                                ===========       ===========
        Pro forma according to SFAS 123                         $    (0.03)       $    (0.06)
                                                                ===========       ===========
</TABLE>


                                      F-10
<PAGE>


8.       INCOME TAXES

The Company had available at December 31, 2006 net operating loss  carryforwards
for federal and state tax purposes of approximately  $1,500,000,  which could be
applied  against  taxable income in subsequent  years through 2026. The deferred
tax asset for net operating losses was approximately $555,700 and $408,385 as of
December 31, 2005 and 2004,  respectively,  and a full  valuation  allowance was
recorded since realization is uncertain.

Reconciliation  of the differences  between income taxes computed at the federal
and state  statutory  tax rates and the provision for income taxes for the years
ended December 31, 2005 and 2004 are approximately as follows:

Reconciliation  of the differences  between income taxes computed at the federal
and state  statutory  tax rates and the provision for income taxes for the years
ended December 31, 2005 and 2004 are approximately as follows:

<TABLE>
<CAPTION>
                                                              Year                  Year
                                                              ended                 ended
                                                           December 31           December 31
                                                              2006                  2005
                                                              ----                  ----
<S>                                                           <C>                  <C>
Income tax loss at federal statutory tax rate                  -34.00%                -34.00%
State tax, net of federal benefit                               -3.63%                 -3.63%
Valuation allowance                                             37.63%                 37.63%
                                                        ----------------------------------------
Provision for taxes                                           -                    -
                                                        ========================================
</TABLE>

The Company's deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                                  December 31      December 31
                                                                     2006              2005
                                                                     ----              ----
<S>                                                            <C>              <C>
Net Operating Loss                                             $     792,000    $    555,700
Valuation allowance                                                 (792,000)       (555,700)
                                                               -------------------------------

Net deferred tax assets                                        $           -    $          -
                                                               ===============================
</TABLE>


9. COMMITMENTS AND CONTINGENCIES

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



                                      F-11