SEC FORM 5/A

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

LONGVIEW FUND LP

(Last)

(First)

(Middle)

600 MONTGOMERY STREET, 44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RIVER CAPITAL GROUP, INC. [ RCGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/06/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2006		J4	7,076,608⁽¹⁾	A	$0	0⁽²⁾	D⁽³⁾
Common Stock	12/21/2006		C4	10,338,570	A	$0.05	0⁽²⁾	D⁽³⁾
Common Stock	12/21/2006		M4	865,000	A	$0.05	0⁽²⁾	D⁽³⁾
Common Stock	12/31/2006⁽⁴⁾		J4⁽⁴⁾	52,093	A	⁽⁴⁾	22,285,614⁽²⁾	D⁽³⁾
Common Stock			3				0⁽⁵⁾⁽⁶⁾	D⁽⁷⁾
Common Stock	12/21/2006		C4	706,904	A	$0.05	0⁽⁶⁾	D⁽⁷⁾
Common Stock	12/21/2006		M4	60,000	A	$0.05	3,390,660⁽⁶⁾	D⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant - Right to Purchase⁽⁸⁾	$0.05⁽⁹⁾	06/30/2006		4P	525,000		06/30/2006	06/30/2011	Common Stock	525,000	⁽¹⁰⁾	0	D⁽³⁾
Convertible Note⁽⁸⁾	$0.05⁽¹¹⁾	06/30/2006		4P	6,000,000⁽¹¹⁾		06/30/2006	⁽¹¹⁾	Common Stock	6,000,000⁽¹¹⁾	⁽¹⁰⁾	0	D⁽³⁾
Warrant - Right to Purchase⁽⁸⁾	$0.05⁽⁹⁾	09/30/2006		4J⁽¹²⁾	140,000		05/23/2005	05/23/2010	Common Stock	140,000	$0	0	D⁽³⁾
Convertible Note⁽⁸⁾⁽¹³⁾	$0.05⁽¹¹⁾	09/30/2006		4J⁽¹³⁾	1,400,000⁽¹¹⁾		05/23/2005	⁽¹¹⁾	Common Stock	1,400,000⁽¹¹⁾	$0	0	D⁽³⁾
Warrant - Right to Purchase	$0.05	12/21/2006		4M⁽¹⁴⁾		200,000	05/23/2005	05/23/2010	Common Stock	200,000	$0	0	D⁽³⁾
Warrant - Right to Purchase	$0.05	12/21/2006		4M⁽¹⁴⁾		525,000	06/30/2006	06/30/2011	Common Stock	525,000	$0	0	D⁽³⁾
Warrant - Right to Purchase	$0.05	12/21/2006		4M⁽¹⁴⁾		140,000	05/23/2005	05/23/2010	Common Stock	140,000	$0	0	D⁽³⁾
Convertible Note	$0.05	12/21/2006		4C⁽¹⁴⁾		2,356,347⁽¹⁵⁾	05/23/2005	⁽¹⁵⁾	Common Stock	2,356,347	$0	0	D⁽³⁾
Convertible Note	$0.05	12/21/2006		4C⁽¹⁴⁾		6,332,780⁽¹⁵⁾	06/30/2006	⁽¹⁵⁾	Common Stock	6,332,780	$0	0	D⁽³⁾
Convertible Note	$0.05	12/21/2006		4C⁽¹⁴⁾		1,649,443⁽¹⁵⁾	05/23/2005	⁽¹⁵⁾	Common Stock	1,649,443	$0	0	D⁽³⁾
Warrant - Right to Purchase⁽⁸⁾	$0.05⁽¹⁷⁾			3			05/23/2005	05/23/2010	Common Stock	60,000		0	D⁽⁷⁾
Convertible Note⁽⁸⁾⁽¹⁶⁾	$0.05⁽¹⁸⁾			3			05/23/2005	⁽¹⁸⁾	Common Stock	600,000⁽¹⁸⁾		0	D⁽⁷⁾
Warrant - Right to Purchase	$0.05	12/21/2006		4M⁽¹⁴⁾		60,000	05/23/2005	05/23/2010	Common Stock	60,000	$0	0	D⁽⁷⁾
Convertible Note	$0.05	12/21/2006		4C⁽¹⁴⁾		706,904⁽¹⁵⁾	05/23/2005	⁽¹⁵⁾	Common Stock	706,904	$0	0	D⁽⁷⁾

1. Name and Address of Reporting Person^*

LONGVIEW FUND LP

(Last)

(First)

(Middle)

600 MONTGOMERY STREET, 44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LONGVIEW FUND INTERNATIONAL LTD

(Last)

(First)

(Middle)

C/O NEMOURS TRUSTEES LIMITED

NEMOURS CHAMBERS QUOMAR COMPLEX 4F

(Street)

ROAD TOWN

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VIKING ASSET MANAGEMENT LTD

(Last)

(First)

(Middle)

C/O NEMOURS CHAMBERS

QUOMAR COMPLEX 4F

(Street)

ROAD TOWN TORTOLA

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VIKING ASSET MANAGEMENT LLC

(Last)

(First)

(Middle)

600 MONTGOMERY STREET

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BENZ PETER

(Last)

(First)

(Middle)

600 MONTGOMERY STREET

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Shares acquired from an unaffiliated fund for no consideration, upon dissolution of the unaffiliated fund.

2. Longview beneficially owned 22,285,614 shares as of the end of the registrant's fiscal year, December 31, 2006.

3. Securities owned directly by Longview.

4. Represents the net acquisition of 52,093 shares after December 31, 2005 and prior to January 1, 2007. The specific nature of the transaction(s), purchase price(s) and transaction date(s) cannot be determined.

5. LFI became a 10% beneficial owner of the registrant's common stock on September 30, 2006 upon its acquisition of shares of the registrant's common stock, a warrant to purchase shares of the registrant's common stock and a note convertible into shares of the registrant's common stock.

6. LFI beneficially owned 3,390,660 shares as of the end of the registrant's fiscal year, December 31, 2006.

7. Securities owned directly by LFI.

8. The holder of the security was not permitted to convert or exercise, as applicable, the security for a number of shares of the registrant's common stock greater than the number that would cause the aggregate beneficial ownership of the registrant's common stock by such holder and such holder's affiliates to exceed 4.99% of the registrant's then outstanding common stock (such restriction, a "4.99% blocker").

9. The warrant's exercise price to purchase shares of the registrant's common stock was $0.35 per share when the warrant was acquired by Longview, which exercise price was later reduced to $0.05 per share.

10. In exchange for $300,000, the registrant issued the reporting person a convertible note in the principal amount of $300,000 and a warrant to purchase 525,000 shares of the registrant's common stock.

11. The amount outstanding under the convertible note was convertible into shares of the registrant's common stock at a conversion price of $0.50 per share when the note was acquired by Longview, which conversion price was later reduced to $0.05 per share. The number of underlying securities has been adjusted accordingly. The note is convertible at any time that any amount is outstanding thereunder.

12. Warrant acquired from an unaffiliated fund for no consideration, upon dissolution of an unaffiliated fund.

13. Convertible note in the original principal amount of $70,000 acquired from an unaffiliated fund for no consideration, upon dissolution of the unaffiliated fund.

14. Prior to conversion or exercise, the 4.99% blocker was waived.

15. Number of shares acquired upon conversion of convertible note is based on outstanding balance (including interest) owing under the note at time of conversion. The note remained convertible at any time that any amount was outstanding thereunder.

16. Convertible note in the original principal amount of $30,000.

17. The warrant's exercise price to purchase shares of the registrant's common stock was $0.35 per share when the warrant was acquired by LFI, which exercise price was later reduced to $0.05 per share.

18. The amount outstanding under the convertible note was convertible into shares of the registrant's common stock at a conversion price of $0.50 per share when the note was acquired by LFI, which conversion price was later reduced to $0.05 per share. The number of underlying securities has been adjusted accordingly. The note is convertible at any time that any amount is outstanding thereunder.

Remarks:

This Form 5 is being filed jointly on behalf of Peter Benz, The Longview Fund, L.P. ("Longview"), Longview Fund International, Ltd. ("LFI"), Viking Asset Management Ltd. ("Longview GP") and Viking Asset Management, LLC ("Viking IA"). The reporting persons are members of a Section 13(d) group owning more than 10% of the outstanding common stock of the registrant. The securities reported in this Form 5 are owned directly by Longview or LFI, as indicated. Longview GP is the sole general partner of Longview and the investment manager of LFI. Viking IA is the investment advisor of Longview GP, and in such capacity makes all of the investment decisions for Longview and for LFI. Mr. Benz is the Chairman and CEO and a Managing Member of Viking IA. Each of the reporting persons other than Longview and LFI disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and each of Longview and LFI disclaims beneficial ownership of the reported securities held by the other. This amended Form 5 supersedes in its entirety the previous Form 5 filed by Longview with respect to the same period and the disclosure of all transactions reported therein. Table I and Table II of this Form 5 each first report transactions by Longview in chronological order and then report transactions by LFI in chronological order.

	The Longview Fund, L.P. /s/ S. Michael Rudolph, CFO of Viking Asset Management, LLC	01/18/2008
	Longview Fund International, Ltd. /s/ S. Michael Rudolph, CFO of Viking Asset Management, LLC	01/18/2008
	Viking Asset Management, LLC /s/ S. Michael Rudolph, CFO of Viking Asset Management, LLC	01/18/2008
	Viking Asset Management, Ltd. /s/ Anthony L.M. Inder-Rieden, Director and authorized signatory	01/18/2008
	/s/ Peter Benz, CEO of Viking Asset Management, LLC	01/18/2008
	** Signature of Reporting Person	Date
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