Taylor Howard J · SC 13D · River Capital Group/Inc · On 1/13/06

Filed On 1/13/06 4:37pm ET   ·   SEC File 5-79295   ·   Accession Number 949353-6-34

General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13d Taylor                                    5     25K 

Document Table of Contents

SC 13D
1st Page of 5
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...


 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 RIVER CAPITAL GROUP, INC.
(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)

 768035107
(CUSIP Number)

FAY M. MATSUKAGE, ESQ., 455 SHERMAN STREET, SUITE 300, DENVER, CO 80203,
303-777-3737
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

 DECEMBER 30, 2005
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule     because    of     ss.ss.240.13d-1(e),     ss.ss.240.13d-1(f)     or
ss.ss.240.13d-1(g), check the following box [ ].                                

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits.  See  ss.ss.240.13d-7 for other
parties to whom copies are to be sent.                                          

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

SC 13D
2nd Page of 5
TOC
1st
Previous
Next
Bottom
Just 2nd

CUSIP NO. 768035107                                                 PAGE 2 OF 5 

SCHEDULE 13D
--------------------------------------------------------------------------------
    1            NAME OF REPORTING PERSONS          HOWARD J. TAYLOR

                   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities
Only)                             
--------------------------------------------------------------------------------
          2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]
                       (See Instructions)                                (b) [ ]
--------------------------------------------------------------------------------
3            SEC USE ONLY                                   
--------------------------------------------------------------------------------
4            SOURCE OF FUNDS (See Instructions)             
OO                                
--------------------------------------------------------------------------------
     5            CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                      PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
6            CITIZENSHIP OR PLACE OF ORGANIZATION           
UNITED KINGDOM                    
--------------------------------------------------------------------------------
NUMBER OF SHARES                   7                SOLE VOTING POWER       
BENEFICIALLY OWNED                                    5,406,639               
BY EACH REPORTING                                                           
PERSON WITH                                                           
                      ----------------------------------------------------------
                              8                SHARED VOTING POWER
                               -0-
                      ----------------------------------------------------------
                                 9                SOLE DISPOSITIVE POWER
                                     5,406,639
                      ----------------------------------------------------------
                                  10                SHARED DISPOSITIVE POWER
                               -0-
--------------------------------------------------------------------------------
     11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON                            
5,406,639                         
--------------------------------------------------------------------------------
  12            CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                       CERTAIN SHARES (See Instructions)                     [ ]
--------------------------------------------------------------------------------
  13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%                             
--------------------------------------------------------------------------------
14            TYPE OF REPORTING PERSON*                       
IN                                
--------------------------------------------------------------------------------

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7              2 OF 5
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.            

SC 13D
3rd Page of 5
TOC
1st
Previous
Next
Bottom
Just 3rd

CUSIP NO. 768035107                                                 PAGE 3 OF 5 

ITEM 1.  SECURITY AND ISSUER.                                                   

This statement on Schedule 13D ("Schedule 13D") relates to shares of common     
stock of River Capital Group, Inc. ("River Group"), par value $0.001. The       
address of the principal executive office of River Group is 130 King Street     
West, Suite 3680, Toronto, Ontario M5X 1B1 Canada.                              

ITEM 2.  IDENTITY AND BACKGROUND.                                               

This statement is filed pursuant to Rule 13d-1 under the Securities Exchange Act
of 1934, as amended, by Howard Taylor, whose address is Suite 194, 48 Par La    
Ville Road Hamilton HM11 Bermuda. The shares reported herein are held in the    
name of Concorde Capital Limited, a Bermuda corporation. Concorde Capital       
Limited is 100% owned and controlled by Howard Taylor.                          

Howard Taylor is principally employed as Chief Executive Officer of River Group.
The principal executive office of River Group is 130 King Street West, Suite    
3680, Toronto, Ontario M5X 1B1 Canada.                                          

During the last five years, Howard Taylor has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) and has not   
been a party to a civil proceeding of a judicial or administrative body of      
competent jurisdiction as a result of which a judgment, decree, or final order  
has been issued enjoining future violations of, or prohibiting or mandating     
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.                                        

Howard Taylor is a citizen of the United Kingdom.                               

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

On February 5, 2004, River Group issued a total of 50,000 options for shares of 
its common stock, exercisable at $2.00 per share. All are vested. The options   
expire February 5, 2009. These options are held in the name of Howard Taylor    
directly.                                                                       

On November 1, 2005, River Group issued a total of 200,000 options for shares of
its common stock, exercisable at $0.50 per share. All are vested. The options   
expire October 31, 2007. These options are held in the name of Howard Taylor    
directly.                                                                       

Howard Taylor received 5,156,639 shares of River Group common stock on December 
30, 2005 in exchange for 550 shares of common stock of River Capital Holdings   
Limited, a Barbados corporation, pursuant to a Share Exchange Agreement by and  
among River Group and River Capital Holdings Limited, 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. These shares are held of record by Concorde Capital      
Limited. Howard Taylor has the sole right to vote and dispose of these shares.  

ITEM 4.  PURPOSE OF TRANSACTION.                                                

As a shareholder of River Holdings, Howard Taylor received 5,156,639 shares of  
River Group common pursuant to the Share Exchange Agreement. The purpose of the 
transaction generally was for River Group to acquire River Holdings as a wholly 
owned subsidiary (and consequently its subsidiary River RE) in order to engage  
in the reinsurance industry. More specifically, Howard Taylor intends to hold   
his shares as an investment.                                                    

Howard Taylor does not have any plans or proposals which relate to or would     
result in:                                                                      

(a)      the acquisition by any person of additional securities of River Group, 
or the disposition of securities of River Group;              

SC 13D
4th Page of 5
TOC
1st
Previous
Next
Bottom
Just 4th

CUSIP NO. 768035107                                                 PAGE 4 OF 5 

(b)      an extraordinary transaction, such as a merger, reorganization or      
liquidation, involving River Group or any of its subsidiaries;

(c)      a sale or transfer of a material amount of assets of River Group or any
of its subsidiaries;                                          

(d)      any change in the present board of directors or management of River    
         Group, including any plans or proposals to change the number of term of
directors or to fill any existing vacancies on the board;     

(e)      any material change in the present capitalization or dividend policy of
River Group;                                                  

(f)      any other material change in River Group 's business or corporate      
structure;                                                    

(g)      changes in River Group 's charter, bylaws or instruments corresponding 
         thereto or other actions which may impede the acquisition of control of
River Group by any person;                                    

(h)      causing a class of securities of River Group to be delisted from a     
        national securities exchange or cease to be authorized to be quoted in
      an inter-dealer quotation system of a registered national securities
association;                                                  

(i)      a class of equity securities of River Group becoming eligible for      
 termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or                           

(j)      any action similar to any of those enumerated above.                   

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

(a)      As of December 30, 2005, Howard Taylor, through Concorde Capital       
   Limited, owned 5,406,639 shares of River Group's common stock and
         vested options to purchase 250,000 shares of common stock. Accordingly,
  at December 30, 2005, Howard Taylor beneficially owned 5,406,639
shares, which represented 21.1% of the class.                 

(b)      As of December 30, 2005, Howard Taylor held the sole power to vote and 
dispose of 5,406,639 shares.                                  

(c)      During the sixty-day period preceding the filing of this Schedule 13D, 
        Howard Taylor had no transactions in River Group's common stock, other
than disclosed in Item 3 above.                               

(d)      No other person is known to have the right to receive or the power to  
         direct the receipt of dividends from, or the proceeds from the sale of,
shares beneficially owned by Howard Taylor.                   

(e)      Howard Taylor continues to be the beneficial owner of more than five   
percent of the outstanding common stock of River Group.       

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER.                                  

None.                                                                           

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

None.                                                                           

SC 13D
Last Page of 5
TOC
1st
Previous
Next
Bottom
Just 5th

CUSIP NO. 768035107                                                 PAGE 5 OF 5 

SIGNATURE                                                                       

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

      /s/ HOWARD J. TAYLOR
January 13, 2006              ------------------------------------------------- 
Howard J. Taylor    

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D Filing		Date		First		Last			Other Filings
		2/5/04		3					4
		11/1/05		3					4
		12/30/05		1		4
Filed On / Filed As Of		1/13/06		5					5
		10/31/07		3
		2/5/09		3
Top									List All Filings