UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2004
THE JACKSON RIVERS COMPANY
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
333-70932 65-1102865
(Commission File Number) (IRS Employer Identification No.)
17-19 MARBLE AVENUE, PLEASANTVILLE,
NEW YORK 10570
(principal executive offices) (Zip Code)
(914) 232-3180
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS REGARDING THE COMPANY'S
INTENTION, BELIEFS, EXPECTATIONS, OR PREDICTIONS, WHICH CONSTITUTE
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS AND STATEMENTS OF
EXPECTATIONS, PLANS AND INTENT ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES. ACTUAL RESULTS IN THE FUTURE COULD DIFFER MATERIALLY FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, AS A RESULT, AMONG OTHER THINGS, OF
CHANGES IN TECHNOLOGY, CUSTOMER REQUIREMENTS AND NEEDS. WE UNDERTAKE NO
OBLIGATION TO RELEASE PUBLICLY THE RESULTS OF ANY REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT ANY FUTURE EVENTS OR
CIRCUMSTANCES.
On February 24, 2004, Jackson Rivers Technologies, Inc., ("JRT"), a Nevada
corporation and a wholly-owned subsidiary of the registrant, The Jackson Rivers
Companies, entered into an LLC Interest Purchase Agreement with Multitrade
Technologies LLC, a New York limited liability company ("MTT") pursuant to which
JRT purchased all of the assets of MTT which were related to MTT's business of
software development and the licensing to sell the software. (the
"Acquisition"). The registrant intends to use the assets purchased in the
Acquisition to expand the registrant's customer base and product offerings. The
total consideration paid by JRT in connection with the Acquisition consisted of
20,000,000 (twenty million) shares of common stock of JRT. The amount of
consideration was determined following negotiations between the registrant, JRT
and MTT and is set forth in the LLC Interest Purchase Agreement, attached as an
exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
As the acquired assets do not meet the minimum significance tests under
Regulation S-X, financial statements regarding the acquired assets are not
required to be provided.
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(b) Pro forma financial information.
As the acquired assets do not meet the minimum significance tests under
Regulation S-X, pro forma financial information regarding the acquired assets is
not required to be provided.
(c) Exhibits.
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The following exhibit is filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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2.1 LLC Interest Purchase Agreement between Multitrade Technologies
LLC, Joe Khan and Jackson Rivers Technologies, Inc., dated
February 24, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 9, 2004 THE JACKSON RIVERS COMPANY, INC.
By /s/ Dennis Lauzon
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Dennis Lauzon, President
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