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

                                  SCHEDULE 14A

                    Proxy Statement Pursuant to Section 14(a)
           of the Securities Exchange Act of 1934 (Amendment No. ___)

FILED BY THE REGISTRANT [X]

FILED BY PARTY OTHER THAN THE REGISTRANT [ ]

CHECK THE APPROPRIATE BOX:

  [X] Preliminary Proxy Statement
  [ ] Confidential, for Use of the Commission Only (as permitted by Rule
      14a-6(e)(2))
  [ ] Definitive Proxy Statement
  [ ] Definitive Additional Materials
  [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
      240.14a-12

                           THE JACKSON RIVERS COMPANY
                (Name of Registrant as Specified In Its Charter)


Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:
          ______________

     (2)  Aggregate number of securities to which transactions applies:
          _____________

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to exchange act rule 0-11: _____

     (4)  Proposed maximum aggregate value of transaction: ____________

     (5)  Total fee paid: _________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

     (1)  Amount previously paid: __________

     (2)  Form, Schedule or Registration Statement No.: __________

     (3)  Filing party: __________

     (4)  Date Filed: _____





                           THE JACKSON RIVERS COMPANY
                              27 RADIO CIRCLE DRIVE
                           MOUNT KISCO, NEW YORK 10549
                            TELEPHONE (619) 615-4242



                                 PROXY STATEMENT
                               AS AT JUNE 18, 2004



                           THE JACKSON RIVERS COMPANY
                              27 RADIO CIRCLE DRIVE
                           MOUNT KISCO, NEW YORK 10549
                            TELEPHONE (619) 615-4242


                                  June 18, 2004

To  Our  Shareholders:

     You are cordially invited to attend the 2004 Annual Meeting of the
Shareholders of The Jackson Rivers Company to be held at 27 Radio Circle Drive,
Mount Kisco, New York 10549 on June 30, 2004, at 12 o'clock noon Mount Kisco,
New York time.

     At the meeting, we will report on the progress of your company, comment on
matters of interest and respond to your questions.  A copy of our 2003 Annual
Report to Shareholders on Form 10-KSB, including the financial statements,
schedules and list of exhibits, is enclosed with this proxy statement.

     Whether or not you plan to attend the meeting, we ask that you indicate the
manner in which you wish your shares to be voted and sign and return your proxy
as promptly as possible in the enclosed envelope so that your vote may be
recorded.  You may vote your shares in person if you attend the meeting, even if
you send in your proxy.

     We appreciate your continued interest in The Jackson Rivers Company.

                                        Very truly yours,

                                        /s/  Dennis N. Lauzon

                                        Dennis N. Lauzon
                                        President and Chief Executive Officer



                           THE JACKSON RIVERS COMPANY
                              27 RADIO CIRCLE DRIVE
                           MOUNT KISCO, NEW YORK 10549
                            TELEPHONE (619) 615-4242


                  NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS
                           TO BE HELD ON JUNE 30, 2004

To the Shareholders of The Jackson Rivers Company:

     Notice is hereby given that the 2004 Annual Meeting of the Shareholders of
The Jackson Rivers Company will be held at 27 Radio Circle Drive, Mount Kisco,
New York 10549 on June 30, 2004 at 12 o'clock noon Mount Kisco, New York time,
for the following purposes:

     1.   To elect a board of directors composed of three members for the
following year. Management has nominated Dennis N. Lauzon, Joseph M. Khan, and
Nicholas A. Cortese, Jr.

     2.   To approve amendments to our articles of incorporation to:

          (a)     Increase the number of our authorized shares of common stock
to 1,980,000,000;

          (b)     Authorize 200,000,000 shares of preferred stock; and

          (c)     Authorize our board of directors to determine, in whole or
part, the preferences, limitations, and relative rights, of classes or series of
shares, as provided in Section 607.0602 of the Florida Statutes.

          (d)     Reduce our quorum requirements for shareholder meetings from
the majority to one-third of the total shares entitled to be cast at such
meeting.

     3.   To ratify the selection of Russell Bedford Stefanou Mirchandani LLP as
our independent public accountants for the fiscal year ending December 31, 2003
and to ratify the selection of Russell Bedford Stefanou Mirchandani LLP as our
independent public accountants for the fiscal year ending December 31, 2004.

     4.   To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

     Only shareholders of record at the close of business on June 17, 2004 are
entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof.  A list of such shareholders will be available for
inspection for at least 10 days prior to the meeting during normal business
hours at our offices.

     Shareholders are cordially invited to attend the meeting in person.  Those
who do not plan to attend and who wish their shares voted are requested to sign,
date, and mail promptly the enclosed proxy, for which a return envelope is
provided.

                                        By Order of the Board of Directors,

                                        /s/ Dennis N. Lauzon

                                        Dennis N. Lauzon
                                        President and Chief Executive Officer



                                 PROXY STATEMENT

     This proxy statement is furnished in connection with the solicitation of
proxies by the board of directors of The Jackson Rivers Company, a Florida
corporation, to be voted at the 2004 Annual Meeting of Shareholders to be held
at 27 Radio Circle Drive, Mount Kisco, New York 10549 on June 30, 2004 at 12
o'clock noon Mount Kisco, New York time, and at any and all adjournments
thereof.  The information contained in this proxy statement is given as of June
18, 2004.  The individuals named in the accompanying form of proxy are our
president and one of our directors.  A shareholder wishing to appoint some other
person (who needs not be a shareholder of The Jackson Rivers Company) to
represent him at the meeting has the right to do so, either by inserting such
person's name in the blank space provided in the form of proxy or by completing
another form of proxy.

     Our principal executive office and mailing address is 27 Radio Circle
Drive, Mount Kisco, New York 10549.

     Solicitation of proxies by mail is expected to commence on June 18, 2004,
and the cost thereof will be borne by The Jackson Rivers Company.  In addition
to solicitation by mail, certain of our directors, officers and regular
employees may, without extra compensation, solicit proxies by telephone,
telegraph and personal interview.  Arrangements will be made with some of our
record shareholders, which are brokerage houses, custodians, nominees and other
fiduciaries, to send proxy materials to their principals, and they will be
reimbursed by us for postage and clerical expenses.  We reserve the right, if
deemed desirable or necessary, to retain a proxy solicitation firm or other
third parties to deliver solicitation material to such brokerage houses,
custodians, nominees and other fiduciaries for distribution by them to their
principals and to assist us in collecting or soliciting proxies from them.  The
cost of these services, exclusive of out-of-pocket costs, is not expected to
exceed $5,000.

     We will only deliver one proxy statement to multiple shareholders sharing
an address, unless we have received contrary instructions from one or more of
the shareholders.  We will promptly deliver a separate copy of this proxy
statement and future shareholder communication documents to any shareholder at a
shared address to which a single copy of this proxy statement was delivered, or
deliver a single copy of this proxy statement and future shareholder
communication documents to any shareholder or holders sharing an address to
which multiple copies are now delivered, upon written request to us at our
principal executive office.

     Shareholders may also address future requests regarding delivery of proxy
statements and/or annual reports by contacting us at the address listed above.

     Shares represented by properly executed proxies will be voted as specified.
If no specifications have been given in a proxy, the shares represented thereby
will be voted FOR the election of the nominees listed herein as directors
(Proposal 1), FOR the amendments to our articles of incorporation (Proposal 2),
FOR the ratification of Russell Bedford Stefanou Mirchandani LLP as our
independent public accountants for the fiscal year ending December 31, 2003 and
the ratification of Russell Bedford Stefanou Mirchandani LLP as our independent
public accountants for the fiscal year ending December 31, 2004 (Proposal 3),
and, in the discretion of the persons named in the proxy, on any other business
that may properly come before the meeting (Proposal 4).  A form of proxy will
not be valid unless it is completed and delivered to Olde Monmouth Stock
Transfer Co., Inc., 200 Memorial Parkway, Atlantic Highlands, New Jersey 07716,
not less than 48 hours (excluding Saturdays and holidays) before the meeting at
which the person named therein purports to vote in respect thereof.

REVOCABILITY

     Proxies may be revoked at any time before the commencement of the meeting
by delivering to the chairman of the meeting a written revocation or a duly
executed proxy bearing a later date.  For a period of at least 10 days prior to
the meeting, a complete list of shareholders entitled to vote at the meeting
will be available for inspection by shareholders of record during ordinary
business hours for proper purposes at our principal executive office.

DISSENTERS' RIGHT OF APPRAISAL

     No action will be taken in connection with the proposals by our board of
directors or the voting shareholders for which Florida law, our articles of
incorporation or bylaws provide a right of a shareholder to dissent and obtain
appraisal of or payment for such shareholder's shares.


                                        1

                                VOTING SECURITIES

     Shareholders of record at the close of business on June 17, 2004, are
entitled to notice of and to vote at the meeting and at any adjournments
thereof.  On the record date, our authorized capital stock consisted of
100,000,000 shares of common stock of which there were 99,982,750 shares issued
and outstanding.

     The holders of our common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of our shareholders, including
the election of directors.  Our common shareholders do not have cumulative
voting rights.

     The quorum for the transaction of business at the meeting consists of
shareholders present in person, or represented by proxy holding not less than a
majority of the outstanding shares of our common stock.  If sufficient shares
are not represented in person or by proxy at the meeting to constitute a quorum,
the meeting may be postponed or adjourned in order to permit further
solicitations of proxies by us.  Proxies given pursuant to this solicitation and
not revoked will be voted at any postponement or adjournment of the meeting in
the manner set forth above.

     Under the Florida Statutes, the three nominees receiving the greatest
number of votes cast by the holders of our common stock will be elected as
directors (Proposal 1).  A simple majority of the votes cast at the meeting is
required to approve Proposals 2, 3 and 4.

     Under Florida law, abstentions are treated as present and entitled to vote
and thus will be counted in determining whether a quorum is present and will
have the effect of a vote against a matter, except the election of directors as
to which they will have no effect.  A broker non-vote (i.e., shares held by
brokers or nominees as to which instructions have not been received from the
beneficial owners or persons entitled to vote and the broker or nominee does not
have discretionary power to vote on a particular matter) is counted for purposes
of determining the existence of a quorum and will have no effect on the outcome
of the vote on any of the proposals.

                              ELECTION OF DIRECTORS
                                  (PROPOSAL 1)

     A board of three directors is to be elected at the meeting to hold office
until the next annual meeting or until their successors are elected.  Each
returned proxy cannot be voted for a greater number of persons than the number
of nominees named (three).  The three nominees receiving the highest number of
votes are elected if a quorum is present and voting.

     If, however, any of those named are unable to serve, or for good cause
decline to serve at the time of the meeting, the persons named in the enclosed
proxy will exercise discretionary authority to vote for substitutes.  The board
of directors is not aware of any circumstances that would render any nominee
unavailable for election.  Certain information concerning the nominees for
election as directors is set forth below.

VOTE REQUIRED

     Unless individual shareholders specify otherwise, each returned proxy will
be voted for the election of the three nominees who are listed herein, or for as
many nominees of the board of directors as possible, not to exceed three, such
votes to be distributed among such nominees in the manner as the persons named
in the enclosed proxy card see fit.

     Our board of directors recommends that shareholders vote FOR the director
nominees named above, and, unless a shareholder gives instructions on the proxy
card to the contrary or a broker non-vote is indicated on the proxy card, the
appointees named thereon intend so to vote.


                                        2

NOMINEES

     The following table sets forth information concerning each nominee as well
as each director, officer, and each non-director executive officer continuing in
office:



NAME                      AGE                                POSITION                                 DIRECTOR SINCE
------------------------  ---  ---------------------------------------------------------------------  --------------
                                                                                             
Dennis N. Lauzon           48  Director, President, Chief Executive Officer, Secretary and Treasurer       2003
Joseph M. Khan             52                                Director                                      2004
Nicholas A. Cortese, Jr.   51                                Director                                       N/A


     Our executive officers are elected annually by our board of directors.
There are no family relationships among our directors and executive officers.

     Dennis N. Lauzon has served as president of Radel Marketing Corporation in
Katonah, New York, since its formation, in 1981.  He was also the founder and
principal owner of Updated Profit Systems, a company providing computerized
service system for the automotive industry.  Mr. Lauzon also served as a
consultant for companies developing various POS marketing and sales programs and
coupon fraud protection systems, such as Nabisco, HP, and Seagram's.  Mr. Lauzon
has a Bachelor of Science degree from Springfield College.

     Joseph M. Khan was vice president and director of management information
systems for McCarthy Crisanti & Maffei Inc. from 1982 until 1986.  From 1986 to
1999 he was chief executive officer and chief software architect for Key
Information Systems, Inc. From 1999 to 2002, Mr. Khan was vice president of
business development  for Automatic Data Processing. In 2002, he joined
MultiTrade Securities LLC, as a partner and chief information officer and in
2003 he formed MultiTrade Technologies LLC, where he served as managing partner.
Mr. Khan holds a Bachelor of Science in Mathematics from the University of
Southampton, England and an MBA in International Management & Finance from
American Graduate School of International Management (Thunderbird), Glendale,
Arizona.

     Nicholas A. Cortese, Jr. has spent most of his professional career
dedicated to the growing success of Lindenmeyr Munroe, a $650 Million division
of Central National Gottesman, Inc. (CNG), which is a privately held $2.3
Billion company.  Mr. Cortese began his career with CNG as a Sales
Representative in year 1982. In 1994 he became Sales Manager for the North
Reading, MA, branch and in 2001 he was promoted to the position of Vice
President/General Manager of the branch.  As VP/GM of North Reading, MA, a $60
million branch of Lindenmeyr Munroe, his responsibilities include hiring and
supervising for a group of 70 employees. Mr. Cortese holds a Bachelor of Science
degree from Springfield College.

BOARD MEETINGS AND COMMITTEES

     During our fiscal year ended December 31, 2003, our board of directors held
two meetings, each of which was signified by a consent executed by our sole
director.

     Compensation Committee.  Our board of directors has recently created a
compensation committee.  However, no members to the committee have been
appointed and the committee has not been formally organized.  The compensation
committee will make recommendations to the board of directors concerning
salaries and compensation for our executive officers and employees.  Our board
adopted a written charter for the compensation committee, a copy of which is
attached to this proxy statement as Attachment A.  Since the compensation
                                    ------------
committee has been formed recently, there have been no meetings held or members
appointed at the time of this proxy statement.

     Audit Committee.  Our board of directors has recently created an audit
committee which will be directly responsible for the appointment, compensation,
and oversight of the work of any registered public accounting firm employed by
us (including resolution of disagreements between our management and the auditor
regarding financial disclosure) for the purpose of preparing or issuing an audit
report or related work.  Our board adopted a written charter for the audit
committee, a copy of which is attached to this proxy statement as Attachment B.
                                                                  ------------
The audit committee will


                                        3

review and evaluate our internal control functions.  Since the audit committee
has been formed recently, there have been no meetings held or members appointed
at the time of this proxy statement.

     The members of the audit committee will be independent as defined under
Rule 4200(a)(15) of the NASD's listing standards.

     Executive Committee.  We do not have an executive committee, although our
board of directors is authorized to create one.

     Nominating Committee.  Our board of directors has recently created a
nominating committee.  No meetings have been held or members appointed.  The
functions to be performed by the nominating committee include selecting
candidates to fill vacancies on the board of directors, reviewing the structure
and composition of the board, and considering qualifications requisite for
continuing board service.  The nominating committee will consider candidates
recommended by a shareholder of The Jackson Rivers Company.  Any such
recommendation for the 2005 Annual Meeting of Shareholders should be provided to
our corporate secretary by December 31, 2004.

COMPENSATION OF DIRECTORS

     We do not compensate any of our directors for their services as directors.
However, we do reimburse our directors for expenses incurred in attending board
meetings.

                     AMENDMENTS TO ARTICLES OF INCORPORATION
                                  (PROPOSAL 2)

INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

     The board of directors has determined that it is advisable to increase our
authorized common stock and has adopted, subject to shareholder approval, an
amendment to our articles of incorporation to increase our authorized number of
shares of common stock from 100,000,000 shares to 1,980,000,000 shares of common
stock, par value $0.001 per share.

     As of May 31, 2004, there were 79,432,750 shares of common stock issued and
outstanding, with only 20,567,250 shares of common stock authorized, but
unissued.  On May 31, 2004, we had plans to issue up to 50,000,000 shares upon
the exercise of options to be granted under our Employee Stock Incentive Plan
for the Year 2004 No. 2 and up to 10,000,000 shares pursuant to our Non-Employee
Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2.
Accordingly, the total number of shares we plan to issue under our stock plans
exceeds the number of shares authorized.  We plan to issue shares under our
stock plans following the increase in our authorized shares of common stock.

     Also, as of the date of this proxy statement, our board has plans to issue
20,000,000 shares of our newly authorized shares of common stock to Joseph M.
Khan, one of our directors, and president and chief executive officer of Jackson
Rivers Technologies, Inc., a Nevada corporation and our wholly-owned subsidiary.
Our obligation to issue 20,000,000 shares of our common stock to Mr. Khan arose
from our acquisition of Multitrade Technologies LLC, a New York limited
liability company ("MTT") on February 23, 2004.  As consideration for all of the
assets of MTT, we agreed to transfer to Mr. Khan, the sole owner of MTT,
20,000,000 shares of our common stock once they became available after we
increase our authorized shares of common stock.

     Our board also plans to issue 80,000,000 shares of our newly authorized
shares of common stock to Dennis N. Lauzon, our president and one of our
directors.  Our obligation to issue 80,000,000 shares of our common stock to Mr.
Lauzon arose in connection with his contribution to our capital of all of the
issued and outstanding shares in Jackson Rivers Technologies, Inc. and Jackson
Rivers Global Products, Inc., a Nevada corporation on February 23, 2004.  In
consideration of the transfer of all of the shares in Jackson Rivers
Technologies, Inc. and Jackson Rivers Global Products, Inc., we agreed to
transfer to Mr. Lauzon 80,000,000 shares of our common stock once they became
available after we increase our authorized shares of common stock.

AUTHORIZATION OF SHARES OF PREFERRED STOCK


                                        4

     The amendment would also authorize 200,000,000 shares of preferred stock,
par value $0.001 per share.  Our present capital structure authorizes no shares
of preferred stock.

     At this time, our board has no plans to issue any shares of our newly
authorized preferred stock.

AUTHORIZATION FOR BOARD OF DIRECTORS TO DETERMINE TERMS OF CLASS OR SERIES OF
COMPANY'S SHARES

     The board of directors has determined that it is advisable to authorize the
directors, subject to limitations prescribed by law, to determine, from time to
time, and without further authorization of the shareholders, the preferences,
limitations, and relative rights of our stock, within the limits set forth in
Section 607.0602 of the Florida Statutes, and by filing a certificate pursuant
to Section 607.0602 of the Florida Statutes, to establish the number of shares
to be included in each such series, and to fix the designation, relative rights,
preferences and limitations of the shares of each such series.  The directors
believe that such revised structure will enhance our future financing
activities.  The authority of the board with respect to each series shall
include, but not be limited to, determination of the following:

-    The number of shares constituting that series and the distinctive
     designation of that series;

-    The dividend rate on the shares of that series, whether dividends shall be
     cumulative and, if so, from which date or dates;

-    Whether that series shall have voting rights, in addition to the voting
     rights provided by law and, if so, the terms of such voting rights;

-    Whether that series shall have conversion privileges and, if so, the terms
     and conditions of such conversion, including provision for adjustment of
     the conversion rate in such events as the board of directors shall
     determine;

-    Whether or not the shares of that series shall be redeemable, and, if so,
     the terms and conditions of such redemption, including the date or dates
     upon or after which they shall be redeemable, and the amount per share
     payable in case of redemption, which amount may vary under different
     conditions and at different redemption dates;

-    The rights of the shares of that series in the event of voluntary or
     involuntary liquidation, dissolution or winding up of the corporation; and

-    Any other relative rights, preferences and limitations of that series.

     The following is a summary of the material matters relating to our common
stock, our proposed preferred stock, and other matters after the adoption of the
amendment to our articles of incorporation, which is attached to the resolution
described in Attachment C to this proxy statement.
             ------------

COMMON STOCK

     Presently, the holders of our common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of our
shareholders, including the election of directors.  Our common shareholders do
not have cumulative voting rights.  Subject to preferences that may be
applicable to any then outstanding series of our preferred stock, holders of our
common stock are entitled to receive ratably such dividends, if any, as may be
declared by our board of directors out of legally available funds.  In the event
of the liquidation, dissolution, or winding up of The Jackson Rivers Company,
the holders of our common stock will be entitled to share ratably in the net
assets legally available for distribution to our shareholders after the payment
of all our debts and other liabilities, subject to the prior rights of any
series of our preferred stock then outstanding.

     The holders of our common stock have no preemptive or conversion rights or
other subscription rights and there are no redemption or sinking fund provisions
applicable to our common stock.  The amendment would not alter or modify any
preemptive right of holders of our common stock to acquire our shares, which is
denied, or effect any change in our common stock, other than the number of
authorized shares.


                                        5

     The increase in the authorized shares of our common stock is not proposed
by the board of directors in response to any known accumulation of shares or
threatened takeover.  The issuance of additional shares to certain persons
allied with our management could have the effect of making it more difficult to
remove our current management by diluting the stock ownership or voting rights
of persons seeking to cause such removal.  In addition, an issuance of
additional shares by us could have an effect on the potential realizable value
of a shareholder's investment.

     In the absence of a proportionate increase in our earnings and book value,
an increase in the aggregate number of our outstanding shares caused by the
issuance of the additional shares will dilute the earnings per share and book
value per share of all outstanding shares of our common stock.  If such factors
were reflected in the price per share of common stock, the potential realizable
value of the shareholder's investment could be adversely affected.

     The additional common stock to be authorized by adoption of the amendment
would have rights identical to our currently outstanding common stock.  Adoption
of the proposed amendment and issuance of the common stock would not affect the
rights of the holders of our currently outstanding common stock, except for
effects incidental to increasing the number of outstanding shares of our common
stock, such as dilution of the earnings per share and voting rights of current
holders of common stock.  If the amendment is adopted, it will become effective
upon filing of a certificate of amendment of our articles of incorporation with
the Secretary of State of Florida.

     At this time our board has plans to issue shares of our newly authorized
common stock, as discussed in the "Increase in Number of Authorized Shares of
Common Stock" of this Proposal 2.

     The proposal with respect to our common stock is not being made by us in
response to any known accumulation of shares or threatened takeover.

PURPOSE OF AUTHORIZING PREFERRED STOCK

     Authorizing the issuance of 200,000,000 shares of preferred stock would
give our board of directors the express authority, without further action of our
shareholders, to issue preferred stock from time to time as the board deems
necessary.  The board of directors believes it is necessary to have the ability
to issue such shares of preferred stock for general corporate purposes.
Potential uses of the authorized shares may include equity financings, issuance
of options, acquisition transactions, stock dividends or distributions, without
further action by the shareholders, unless such action were specifically
required by applicable law or rules of any stock exchange or similar system on
which our securities may then be listed.

     The issuance of the shares of preferred stock could have a number of
effects on our shareholders depending upon the exact nature and circumstances of
any actual issuance of authorized but unissued shares.  The increase could have
an anti-takeover effect, in that the additional shares could be issued (within
the limits imposed by applicable law) in one or more transactions that could
make a change in control or takeover of The Jackson Rivers Company more
difficult.  For example, additional shares could be issued by us so as to dilute
the stock ownership or voting rights of persons seeking to obtain control of The
Jackson Rivers Company.  In some instances, each share of the preferred stock
may be convertible into multiple shares of our common stock.  Likewise, shares
of our preferred stock could have voting rights equal to their converted status
as common stock, with the effect being that the shareholders of the preferred
stock would have the ability to control the vote of our shareholders, even
though they may own less that than a majority of our issued and outstanding
common stock.

     Similarly, the issuance of shares of preferred stock to certain persons
allied with our management could have the effect of making it more difficult to
remove our current management by diluting the stock ownership or voting rights
of persons seeking to cause such removal.  In addition, an issuance of shares of
preferred stock by us could have an effect on the potential realizable value of
a shareholder's investment.

     In the absence of a proportionate increase in our earnings and book value,
an increase in the aggregate number of our outstanding shares caused by the
issuance, upon the conversion of our preferred stock into shares of our common
stock, would dilute the earnings per share and book value per share of all
outstanding shares of our common stock.  If such factors were reflected in the
price per share of common stock, the potential realizable value of the
shareholder's investment could be adversely affected.


                                        6

     The proposed preferred stock would not carry with it preemptive rights to
acquire our shares of preferred stock.

     As of the date of this proxy statement, our board has no plans to issue or
use any of our newly authorized shares of preferred stock with respect to any
merger or business combination.

     The proposal with respect to our preferred stock is not being made by us in
response to any known accumulation of shares or threatened takeover.

REDUCTION OF QUORUM REQUIREMENTS FOR MEETINGS OF SHAREHOLDERS

     Our current quorum requirement for holding the meeting and transacting
business is a majority of the outstanding shares entitled to be voted.  The
shares may be present in person or represented by proxy at the meeting.
Abstentions and broker non-votes are counted as present for the purpose of
determining the presence of a quorum.  All shares owned by you as of June 17,
2004 may be voted by you.

     You are being asked to approve an amendment to our articles of
incorporation to reduce the quorum requirement for meetings of our shareholders
from a majority to one-third of the total number of shares entitled to be cast
at such meeting.  The affirmative vote of the holders of a majority of all
outstanding shares of our common stock entitled to vote at the special meeting
is required to approve this amendment to our articles of incorporation.  If you
approve the amendment to our articles of incorporation reducing the quorum
requirement, the presence in person or by proxy at any meeting of our
shareholders holding at least one-third of the total votes entitled to be cast
will constitute a quorum for the transaction of business at such meeting, except
as otherwise required by applicable law or regulation.

     The change in the quorum requirement would help us to more easily ensure a
quorum at our shareholder meetings.  As a result of the reduced quorum
requirement for shareholder meetings, a smaller number of our shareholders may
constitute a validly convened meeting and may be able to take action at such
meeting on behalf of all shareholders.

VOTE REQUIRED

     The affirmative vote of a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the amendments of
our articles of incorporation increasing the number of our authorized common
shares, authorizing preferred shares, authorizing the directors to determine the
preferences, limitations, and relative rights of our stock, within the limits
set forth in Section 607.0602 of the Florida Statutes, and reducing our quorum
requirements.

     Our board of directors recommends that shareholders vote FOR the amendments
of our articles of incorporation increasing the number of our authorized common
shares, authorizing shares of preferred stock, authorizing the directors to
determine the preferences, limitations, and relative rights of our stock, and
reducing our quorum requirements.  Unless a shareholder gives instructions on
the proxy card to the contrary or a broker non-vote is indicated on the proxy
card, the appointees named thereon intend to vote in favor of the proposal.

           RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
                                  (PROPOSAL 3)

     Subject to shareholder ratification, the board of directors has appointed
Russell Bedford Stefanou Mirchandani LLP ("Russell Bedford") to serve as our
independent public accountants for the fiscal years ending December 31, 2003 and
December 31, 2004.  Russell Bedford has served as our independent public
accountants since September 22, 2003.  The shareholders are being asked to
ratify the approval of Russell Bedford as independent auditors for the fiscal
year ending December 31, 2003 and to ratify the approval of Russell Bedford as
independent auditors for the fiscal year ending December 31, 2004.
Representatives of Russell Bedford are not expected to be present at the
meeting.

AUDIT FEES

     The aggregate fees billed by Russell Bedford and Michaelson & Co., P.A for
professional services rendered for the audit of our annual financial statements
for fiscal year ended December 31, 2003 were $9,500.


                                        7

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     There were no fees billed by Russell Bedford for professional services
described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X for our fiscal
year ended December 31, 2003.

     There were no fees billed by Michaelson & Co., P.A. for professional
services described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X for
our fiscal year ended December 31, 2003.

ALL OTHER FEES

     There were no other fees billed by Russell Bedford for professional
services rendered, other than as stated under the captions Audit Fees and
Financial Information Systems Design and Implementation Fees.  Our audit
committee considers the provision of these services to be compatible with
maintaining the independence of Russell Bedford.

     There were no other fees billed by Michaelson & Co., P.A. for professional
services rendered, other than as stated under the captions Audit Fees and
Financial Information Systems Design and Implementation Fees.  Our audit
committee considers the provision of these services to be compatible with
maintaining the independence of Michaelson & Co., P.A.

CHANGES IN OUR CERTIFYING ACCOUNTANT

     On September 16, 2003, we terminated the client-auditor relationship with
Michaelson & Co., P.A. as our certifying public accountant.

     Michaelson & Co., P.A.'s reports on our financial statements for the years
ended December 31, 2002 and through September 16, 2003, and the period May 8,
2001 (date of inception) through December 31, 2001 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.

     The decision to change accountants was recommended by our board of
directors.

     During the two most recent fiscal years and any subsequent interim period
through September 16, 2003 there have not been any disagreements between us and
Michaelson & Co., P.A. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Michaelson & Co., P.A.,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports on the financial statements for
such periods.

     Regulation S-K Item 304(a)(1)(v) is not applicable.

     On September 22, 2003 we engaged Russell Bedford as our independent
accountants to report on our balance sheet as of December 31, 2003, and the
related combined statements of income, shareholders' equity and cash flows for
the year then ended.  The decision to appoint Russell Bedford was approved by
our board of directors.

     During our two most recent fiscal years and any subsequent interim period
prior to the engagement of Russell Bedford, neither we nor anyone on our behalf
consulted with Russell Bedford regarding either (i) the application of
accounting principles to a specified transaction, either contemplated or
proposed, or the type of audit opinion that might be rendered on our financial
statements or (ii) any matter that was either the subject of a "disagreement" or
a "reportable event."

     A Form 8-K, and an amendment on Form 8-K/A were timely filed by us
reflecting the change in our certifying accountant.

VOTE REQUIRED


                                        8

     The affirmative vote of a majority of the total number of shares of our
issued and outstanding capital stock is required to approve and ratify the
selection of Russell Bedford as our independent public accountants.

     Our board of directors recommends that shareholders vote FOR ratification
of the selection of Russell Bedford as our independent public accountants for
the fiscal year ending December 31, 2003, and FOR ratification of the selection
of Russell Bedford as our independent public accountants for the fiscal year
ending December 31, 2004.  Unless a shareholder gives instructions on the proxy
card to the contrary or a broker non-vote is indicated on the proxy card, the
appointees named thereon intend to vote in favor of the proposal.

                             PRINCIPAL SHAREHOLDERS

     The following table presents information regarding the beneficial ownership
of all shares of our common stock as of the record date, by:

-    Each person who beneficially owns more than five percent of the outstanding
     shares of our common stock;

-    Each of our directors;

-    Each named executive officer; and

-    All directors and officers as a group.



                                                                SHARES BENEFICIALLY OWNED (2)
                                                               -------------------------------
NAME OF BENEFICIAL OWNER (1)                                       NUMBER          PERCENT
-------------------------------------------------------------  --------------  ---------------
                                                                         
Dennis N. Lauzon (3) . . . . . . . . . . . . . . . . . . . . .     81,000,000           45.14%
Joseph M. Khan (4) . . . . . . . . . . . . . . . . . . . . . .     20,000,000           11.15%
                                                               --------------  ---------------
All directors and executive officers as a group (two persons).    101,000,000           56.29%
                                                               ==============  ===============


(1)  Unless otherwise indicated, the address for each of these shareholders is
     c/o The Jackson Rivers Company, 27 Radio Circle Drive, Mount Kisco, New
     York 10549. Also, unless otherwise indicated, each person named in the
     table above has the sole voting and investment power with respect to his
     shares of our common stock beneficially owned.
(2)  Beneficial ownership is determined in accordance with the rules of the SEC.
     The total number of outstanding shares of the common stock on the record
     date is 99,982,750, before giving any consideration to the issuance of the
     additional 100,000,000 shares we are obligated to issue.
(3)  The shares reflected as being owned by Mr. Lauzon take into consideration
     the obligation we have to issue him an additional 80,000,000 shares of our
     common stock as a result of the exchange by him of his shares of Jackson
     Rivers Technologies, Inc. As of the date of this Annual Report, Mr. Lauzon
     owns 1,000,000 shares of our common stock, while we have outstanding
     99,982,750 shares of our common stock. See Proposal 2, "Increase in Number
     of Authorized Shares of Common Stock."
(4)  Mr. Khan is entitled to receive 20,000,000 shares of our common stock as
     soon as we can increase our authorized shares. See Proposal 2, "Increase in
     Number of Authorized Shares of Common Stock," for the discussion of our
     acquisition of Multitrade Technologies, LLC and the related obligations to
     issue shares of our common stock to Mr. Joseph Khan and Mr. Dennis N.
     Lauzon.

                             EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

     None of our officers or directors received any compensation for services
from our date of inception (March 8, 2001) to May 31, 2004, except for the
compensation to Mr. Lauzon discussed below.

EMPLOYMENT AGREEMENTS

     We do not have an employment agreement with our director and president,
Dennis N. Lauzon, or with any of our other employees.  However, we do have a
Consulting Services Agreement with Radel Marketing Corporation, a company which
is owned and controlled by Mr. Lauzon.  Pursuant to the agreement we paid Radel
Marketing the sum of $87,000 in 2003.


                                        9

     Under the agreement with Radel, which is dated August 1, 2003, Radel is to
provide us various services which include:

-    Business  solutions;

-    Business validation;

-    Contract negotiations; and

-    Public relations.

     We were obligated to pay Radel $8,000 weekly commencing on September 24,
2003.  The payment terms of the agreement expired on December 31, 2003.

STOCK OPTIONS

     There were no grants of stock options to the named executive officers
during the fiscal year ended December 31, 2003.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     In establishing compensation levels, our board of directors has endeavored
to ensure the compensation programs for our executive officers were effective in
attracting and retaining key executives responsible for our success and were
administered in an appropriate fashion in our long-term best interests and our
shareholders. In that regard, our board of directors sought to align the total
compensation for our executive officers with our performance and the individual
performance of each of our executive officers in assisting us in accomplishing
our goals.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Please see Proposal 2, "Increase in Number of Authorized Shares of Common
Stock," for the discussion of our acquisition of Multitrade Technologies, LLC
and the related obligations to issue shares of our common stock to Messrs.
Lauzon and Khan.

CHANGE OF CONTROL

     On June 19, 2003, Don A. Paradiso, our former controlling shareholder, sole
director and president, sold 1,000,000 shares of our common stock to Dennis N.
Lauzon.  Concurrently with the sale of shares, Mr. Paradiso resigned as an
officer and director.  Before resigning as a director, Mr. Paradiso elected Mr.
Lauzon as a director and as our president, secretary and treasurer.  As a result
of the change in ownership, a change in control was deemed to have occurred.

     There are no arrangements, known to us, including any pledge by any person
of our securities, the operation of which may at a subsequent date result in a
change in control.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires that our
directors, executive officers and persons who own more than 10 percent of a
registered class of our equity securities file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
our equity securities.  Officers, directors and greater than 10 percent
shareholders are required by the SEC regulation to furnish us with copies of all
Section 16(a) forms they file.

     Based solely on review of the copies of Forms 3, 4 and 5 and amendments
thereto furnished to us, we believe that, during the period from January 1, 2003
through December 31, 2003, all Section 16(a) filing requirements applicable to
our officers, directors and greater than 10 percent beneficial owners were met
in a timely manner.


                                       10

         FORM 10-KSB ANNUAL REPORT AND QUARTERLY REPORTS ON FORM 10-QSB

     Our Annual Report on Form 10-KSB for the year ended December 31, 2003, and
Financial Information from our Quarterly Report for the Period Ended March 31,
2004 are incorporated herein by reference.

    EXHIBITS TO ANNUAL AND QUARTERLY REPORTS AND COPIES OF QUARTERLY REPORTS

     WE HAVE FURNISHED OUR ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 2003, WHICH INCLUDED LISTS BRIEFLY DESCRIBING ALL THE EXHIBITS NOT
CONTAINED THEREIN.  WE WILL FURNISH COPIES OF OUR QUARTERLY REPORT FOR THE
PERIOD ENDED MARCH 31, 2004, WHICH INCLUDED LISTS BRIEFLY DESCRIBING ALL THE
EXHIBITS NOT CONTAINED THEREIN.  WE WILL FURNISH THE QUARTERLY REPORT AND ANY
EXHIBIT TO THE FORM 10-KSB AND THE QUARTERLY REPORT UPON THE PAYMENT OF A
SPECIFIED REASONABLE FEE WHICH FEE SHALL BE LIMITED TO OUR REASONABLE EXPENSES
IN FURNISHING ANY SUCH REPORT OR EXHIBIT.  ANY REQUEST SHOULD BE DIRECTED TO OUR
CORPORATE SECRETARY AT 27 RADIO CIRCLE DRIVE, MOUNT KISCO NEW YORK 10549, OR
TELEPHONE (619) 615-4242.

                                  OTHER MATTERS

     Our board of directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth in this proxy statement.
Should any other matter requiring a vote of the shareholders arise, the persons
named as proxies on the enclosed proxy card will vote the shares represented
thereby in accordance with their best judgment in the interest of The Jackson
Rivers Company.  Discretionary authority with respect to such other matters is
granted by the execution of the enclosed proxy card.

          SHAREHOLDER PROPOSALS FOR 2005 ANNUAL MEETING OF SHAREHOLDERS

     Proposals of shareholders intended to be presented at the 2005 Annual
Meeting of Shareholders must be received by The Jackson Rivers Company by
December 31, 2004 to be considered for inclusion in the proxy statement and form
of proxy relating to the 2005 meeting.


                                          By Order of the Board of Directors,

                                          /s/ Dennis N. Lauzon

                                          Dennis N. Lauzon,
                                          President and Chief Executive Officer


                                       11

                                                                    ATTACHMENT A

                                   CHARTER OF
                           THE COMPENSATION COMMITTEE
                            OF THE BOARD OF DIRECTORS
                          OF THE JACKSON RIVERS COMPANY

     1.   Committee  Composition.  The  Compensation Committee (the "Committee")
          ---------------------
of the Board of Directors (the "Board") of The Jackson Rivers Company, a Florida
corporation (the "Company"), will be comprised of at least two members of the
Board who are not employees of the Company.  The members of the Committee,
including the Committee Chairman, will be annually appointed by and serve at the
discretion of the Board.

     2.   Functions  and  Authority.  The  operation  of  the  Committee will be
          -----------------------
subject to the Articles of Incorporation of the Company and applicable Florida
laws and any other applicable laws, rules or regulations, as in effect from time
to time.  The Committee will have the full power and authority to carry out the
following responsibilities:

          (a)  To  recommend the salaries, bonuses and incentives, and all cash,
equity  and  other  forms of compensation (the "total compensation") paid to the
members  of  the management of the Company as may be required under Florida law,
and  advise and consult with the President regarding the compensation scheme for
all  executive  officers.

          (b)  To  advise  and  consult  with  management to establish policies,
practices  and procedures relating to the Company's employee stock, option, cash
bonus  and  incentive  plans  and employee benefit plans and, as may be required
under  applicable  law,  and  administer  any  such  plans.

          (c) To administer the Company's employee stock option plan and perform
the functions contemplated to be performed by the management with respect to the
President and all plan participants who may be deemed "officers" for purposes of
Section  16  of  the  Securities  Exchange  Act  of  1934,  as  amended.

          (d)  To  advise  and  consult  with  management  regarding  managerial
personnel  policies  and  compensation  schemes.

          (e)  To  review  and make recommendations to the full Board concerning
any  fees and other forms of compensation paid to members of the Board for Board
and  committee  service.

          (f)  To  exercise  the  authority of the Board concerning any policies
relating to the service by the members of management or executive officers, as a
director  of  any  unrelated  company,  joint  venture  or  other  enterprise.

          (g)  At  the Committee's sole discretion, to review all candidates for
appointment to senior managerial or executive officer positions with the Company
and  provide  a  recommendation  to  the  Board.

          (h)  At  the  Committee's sole discretion, to annually or periodically
interview  all  officers  who  directly  report  to  the  President.

          (i) To administer the annual performance review of the President which
is  to  be completed by the full Board. The Committee Chairman together with the
Chairman  of  the  Board  shall review the results of the performance evaluation
with  the  President.

          (j)  To perform such other functions and have such other powers as may
be  necessary  or  convenient  in  the  efficient  discharge  of  the  foregoing
responsibilities  and  as  may  be  delegated  by  the  Board from time to time.


                                       12

          (k)  To regularly report to the Board the activities of the Committee,
or  whenever  it  is  called  upon  to  do  so.

     3.  Meetings.  The  Committee  will  hold regular meetings each year as the
         --------
Committee may deem appropriate. The President and Chairman of the Board, and any
other  invited  employees  and  outside  advisers, may attend any meeting of the
Committee, except for portions of the meetings where his or their presence would
be  inappropriate,  as  determined  by  the  Committee  Chairman.

     4.     Minutes and Reports.  The Committee will keep minutes of each
            -------------------
meeting and will distribute the minutes to each member of the Committee, and to
members of the Board who are not members of the Committee and the Secretary of
the Company.  The Committee Chairman will report to the Board the activities of
the Committee at the Board meetings or whenever so requested by the Board.


                                       By Order of the Board of Directors,

                                       By  /s/ Dennis N. Lauzon
                                         ---------------------------------

                                         Dennis N. Lauzon,

                                         President and Chief Executive Officer


Dated June 3, 2004


                                       13

                                                                    ATTACHMENT B

                                   CHARTER OF
                               THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS
                          OF THE JACKSON RIVERS COMPANY

     1.  Audit  Committee  Purpose.  The  Audit  Committee  of  the  Board  of
         -------------------------
Directors of The Jackson Rivers Company, a Florida corporation (the "Company")
is appointed by the Board of Directors to assist the Board of Directors in
fulfilling its oversight responsibilities. The Audit Committee's primary duties
and responsibilities are to:

          (a)  Monitor  the  integrity  of  the  Company's  financial  reporting
process.

          (b)  Provide  systems  of  internal  controls  regarding  finance,
accounting, and legal compliance.

          (c)  Monitor  the  independence  and  performance  of  the  Company's
independent auditors.

          (d) Provide an avenue of communication among the independent auditors,
management, and the Board of Directors.

     The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities and it has direct access to the
independent auditors as well as anyone in the organization.  The Audit Committee
has the ability to retain, at the Company's expense, special legal, accounting,
or other consultants or experts it deems necessary in the performance of its
duties.

     2.  Audit  Committee Composition and  Meetings.  Audit  Committee  members
         ------------------------------------------
shall meet the requirements of the National Association of Securities Dealers
and the criteria set forth in the Appendix 1 attached hereto.  The Audit
                                  ----------
Committee shall be comprised of two or more directors as determined by the Board
of Directors, each of whom shall be independent nonexecutive directors, free
from any relationship that would interfere with the exercise of his independent
judgment.  All members of the Audit Committee shall have a basic understanding
of finance and accounting and be able to read and understand fundamental
financial statements, and at least one member of the Audit Committee shall have
accounting or related financial management expertise.

     3.  Audit  Committee  members  shall be appointed by the Board of Directors
on recommendation of a nominating committee.  If an audit committee Chairman is
not designated or present, the members of the Audit Committee may designate a
Chairman by majority vote of the Audit Committee membership.

     4.  The  Audit  Committee  shall  meet  at  least  three times annually, or
more frequently as circumstances dictate.  The Audit Committee Chairman shall
prepare and/or approve an agenda in advance of each meeting.  The Audit
Committee should meet privately in executive session at least annually with
management, the independent auditors and as a committee to discuss any matters
that the Audit Committee or each of these groups believes should be discussed.

     5.  Audit  Committee  Responsibilities  and  Duties.

         (a)  Review  Procedures.
              ------------------

               (i) Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for approval and have the
document published at least every three years in accordance with the Securities
and Exchange Commission regulations.

               (ii) Review the Company's annual audited financial statements
prior to filing or distribution. Review should include discussion with
management and independent auditors of significant issues regarding accounting
principles, practices and judgments.


                                       14

               (iii) In consultation with the management and the independent
auditors, consider the integrity of the Company's financial reporting processes
and controls. Discuss significant financial risk exposures and the steps
management has taken to monitor, control and report such exposures. Review
significant findings prepared by the independent auditors together with
management's responses including the status of previous recommendations.

          (b)  Independent  Auditors.
               ---------------------

               (i) The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit Committee shall review the
independence and performance of the auditors and annually recommend to the Board
of Directors the appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.

               (ii) Approve the fees and other significant compensation to be
paid to the independent auditors.

               (iii) On an annual basis, the Audit Committee should review and
discuss with the independent auditors all significant relationships they have
with the Company that could impair the auditors' independence.

               (iv) Review the independent auditors' audit plan, and discuss
scope, staffing, locations, reliance upon management and internal audit and
general audit approach.

               (v) Prior to releasing the year-end earnings, discuss the results
of the audit with the independent auditors. Discuss certain matters required to
be communicated to audit committees in accordance with the American Institute of
Certified Public Accountants Statement of Auditing Standards No. 61.

               (vi) Consider the independent auditors' judgment about the
quality and appropriateness of the Company's accounting principles as applied in
its financial reporting.

     6. Legal Compliance. On at least an annual basis, review with the
        -----
Company's counsel, any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with applicable
laws and regulations, inquiries received from regulators or governmental
agencies.

     7. Other Audit Committee Responsibilities.
        --------------------------------------

          (a) Annually prepare a report to stockholders as required by the
Securities and Exchange Commission. The report should be included in the
Company's annual proxy statement.

          (b) Perform any other activities consistent with this Charter, the
Company's Bylaws and governing law, as the Audit Committee or the Board of
Directors deems necessary or appropriate.

          (c) Maintain minutes of meetings and periodically report to the Board
of Directors on significant results of the foregoing activities.

          (d) Establish, review and update periodically a Code of Ethical
Conduct and ensure that management has established a system to enforce this
Code.

          (e) Periodically perform self-assessment of audit committee
performance.

          (f) Review financial and accounting personnel succession planning
within the Company.


                                       15

          (g) Annually review policies and procedures as well as audit results
associated with directors' and officers' expense accounts and perquisites.
Annually review a summary of directors' and officers' related party transactions
and potential conflicts of interest.

                                       By Order of the Board of Directors,



                                       By   /s/ Dennis N. Lauzon
                                          -------------------------------
                                          Dennis N. Lauzon,
                                          President and Chief Executive Officer


Dated June 3, 2004.


                                       16

                                                                      APPENDIX 1

                           THE JACKSON RIVERS COMPANY
                    DEFINITION OF INDEPENDENCE AS IT PERTAINS
                           TO AUDIT COMMITTEE MEMBERS

     To  be  considered  independent,  a  member  of the Audit Committee cannot:

          (a) Have been an employee of the Company or its affiliates within the
last three years;

          (b) Have received compensation from the Company or its affiliates in
excess  of $60,000 during the previous fiscal year, unless for board service, in
the  form  of  a  benefit  under  a  tax-qualified  retirement  plan,  or
non-discretionary  compensation;

          (c) Be a member of the immediate family of an executive officer of the
Company or any of its affiliates, or someone who was an executive officer of the
Company  or  any  of  its  affiliates  within  the  past  three  years;

          (d) Be a partner, controlling stockholder, or executive officer of a
for  profit  organization  to  which the Company made, or from which the Company
received  payments  (other  than  those  arising  solely from investments in the
Company's securities) in any of the past three years in excess of the greater of
$200,000  or  five  percent  of the consolidated gross revenues for that year of
either  organization;  or

          (e) Be employed as an executive of another entity where any of the
Company's  executives  serves  on  that  other  entity's compensation committee.

Subject  to  compliance with the listing requirements of The Nasdaq Stock Market
or  any  applicable  stock  exchange  and  the regulations of the Securities and
Exchange  Commission,  and  under  the  limited  circumstances set forth in such
listing  requirements and regulations, one person (who is not a current employee
or  family  member  of  an  employee)  not meeting the foregoing criteria may be
appointed  to  the Audit Committee if the Board of Directors (i) determines that
the  best  interests  of  the  Company and its stockholders so require, and (ii)
discloses,  in the next annual proxy statement subsequent to such determination,
the  nature  of  the  relationship  and  the  reasons  for  that  determination.



                                                                    ATTACHMENT C

                          RESOLUTIONS TO BE ADOPTED BY
                               THE SHAREHOLDERS OF
                           THE JACKSON RIVERS COMPANY

     RESOLVED,  that  the  amendment  to the Company's articles of incorporation
attached  hereto as Exhibit 1 and incorporated herein for all purposes is hereby
                    ---------
adopted  and  approved  in  all  respects;  and

     RESOLVED FURTHER that the selection of Russell Bedford Stefanou Mirchandani
LLP as the Company's independent auditors for the fiscal year ended December 31,
2003  is  hereby  ratified  in  all  respects;  and

     RESOLVED  FURTHER,  that  the  selection  of  Russell  Bedford  Stefanou
Mirchandani  LLP as the Company's independent auditors for the fiscal year ended
December  31,  2004  is  hereby  ratified  in  all  respects;  and

     RESOLVED  FURTHER,  that  the  officers of the Company be, and each of them
hereby is, authorized, empowered and directed, for and on behalf of the Company,
to  take  any  and all actions, to perform all such acts and things, to execute,
file,  deliver  or  record  in  the  name and on behalf of the Company, all such
instruments,  agreements,  or  other documents, and to make all such payments as
they, in their judgment, or in the judgment of any one or more of them, may deem
necessary,  advisable  or  appropriate  in  order  to carry out the transactions
contemplated  by  the  foregoing  resolutions.



                                                                       EXHIBIT 1

                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                           THE JACKSON RIVERS COMPANY

     Pursuant to the provisions of Section 607.1006 of the Florida Statutes, THE
JACKSON  RIVERS COMPANY, a Florida for-profit corporation (the "Company") adopts
the  following  amendments  to  its  Articles  of  Incorporation:

     Article  V  of the Company's Articles of Incorporation is hereby deleted in
its  entirety  and  the  following  is  substituted  in  its  place:

                                    ARTICLE V
                                  CAPITAL STOCK

          1.  The  total  number of shares of stock which the Company shall have
          the  authority  to  issue is 2,180,000,000 consisting of 1,980,000,000
          shares  of  common  stock,  par  value  $0.001  per share (the "Common
          Stock"),  and  200,000,000 shares of preferred stock, par value $0.001
          per  share  (the  "Preferred  Stock").

          2.  Preferred  Stock.  The  Preferred Stock may be issued from time to
              ----------------
          time  in  one  or  more  series.  The  Board  of  Directors  is hereby
          authorized  to  create  and  provide for the issuance of shares of the
          Preferred Stock in series, and by filing a certificate pursuant to the
          applicable  section  of  the  Florida  Statutes  (the "Preferred Stock
          Designation"),  to establish from time to time the number of shares to
          be  included in each such series, and to fix the designations, powers,
          preferences  and  rights  of  the  shares  of each such series and the
          qualifications,  limitations or restrictions thereof. The authority of
          the  Board of Directors with respect to each series shall include, but
          not  be  limited  to,  determination  of  the  following:

               (a) The designation of the series, which may be by distinguishing
          number,  letter  or  title.

               (b) The number of shares of the series, which number the Board of
          Directors  may  thereafter  (except  where  otherwise  provided in the
          Preferred  Stock  Designation) increase or decrease (but not below the
          number  of  shares  thereof  then  outstanding).

               (c)  Whether  dividends,  if  any,  shall  be  cumulative  or
          noncumulative  and  the  dividend  rate  of  the  series.

               (d)  The  dates  at  which  dividends,  if any, shall be payable.

               (e) The redemption rights and price or prices, if any, for shares
          of  the  series.

               (f)  The  terms  and  amount of any sinking fund provided for the
          purchase  or  redemption  of  shares  of  the  series.

               (g)  The  amounts  payable  on,  and  the preferences, if any, of
          shares  of  the  series  in  the event of any voluntary or involuntary
          liquidation,  dissolution or winding up of the affairs of the Company.



               (h)  Whether  the  shares of the series shall be convertible into
          shares  of  any  other  class or series, or any other security, of the
          Company  or  any  other  corporation, and, if so, the specification of
          such  other  class  or  series  of such other security, the conversion
          price or prices or rate or rates, any adjustments thereof, the date or
          dates  at  which  such shares shall be convertible and all other terms
          and  conditions  upon  which  such  conversion  may  be  made.

               (i)  Restrictions on the issuance of shares of the same series or
          of  any  other  class  or  series.

               (j)  The  voting  rights, if any, of the holders of shares of the
          series.

               (k)  Such  other powers, preferences and relative, participating,
          optional and other special rights, and the qualifications, limitations
          and  restrictions  thereof  as the Board of Directors shall determine.

          3.  Quorum.  The  presence  in  person  or  by proxy at any meeting of
              ------
          shareholders holding at least one-third of the total votes entitled to
          be  cast  shall constitute a quorum for the transaction of business at
          such  meeting  except  as  otherwise required by applicable law, these
          articles  of incorporation or the Bylaws of the Company. When a quorum
          is  once  present  to  organize  a  meeting of shareholders, it is not
          broken  by  the subsequent withdrawal of any shareholders. The holders
          of  a majority of the shares of stock present in person or represented
          by  proxy  at  any  meeting  of  shareholders,  including an adjourned
          meeting,  whether or not a quorum is present, may adjourn such meeting
          to  another  time  and  place.

     The amendment was adopted on _____ __, 2004.

     The  amendment  was  approved  by the Company's shareholders. The number of
votes  cast  for  the amendment by the shareholders was sufficient for approval.

     Signed this ___________ day of _____ __, 2004.


                                        /s/ Dennis N. Lauzon
                                        -------------------------------------
                                        DENNIS N. LAUZON, President and Chief
                                        Executive Officer



                           THE JACKSON RIVERS COMPANY
                              27 RADIO CIRCLE DRIVE
                           MOUNT KISCO, NEW YORK 10549


                                      PROXY

     THIS  PROXY  IS  SOLICITED  BY THE MANAGEMENT OF THE JACKSON RIVERS COMPANY
(THE  "COMPANY") FOR A SPECIAL MEETING OF ITS SHAREHOLDERS (THE "MEETING") TO BE
HELD  ON  June 30,  2004.

The undersigned hereby appoints Dennis Lauzon, the President and Chief Executive
Officer of the Company, or instead of the foregoing, (insert name)
_______________________________, as nominee of the undersigned, with full power
of substitution, to attend and vote on behalf of the undersigned at the Meeting
to be held 27 Radio Circle Drive Mount Kisco, New York 10549 on June 30, 2004 at
12 o'clock noon, Mount Kisco, New York time, and at any adjournments thereof,
and directs the nominee to vote or abstain from voting the shares of the
undersigned in the manner indicated below:



                                                      
1.   Election of Directors.  The nominees proposed by    3.   Vote FOR [ ] AGAINST [ ] the selection of Russell
     management are:                                          Bedford Stefanou Mirchandani LLP as the Company's
                                                              independent public accountants for the fiscal year ended
     Dennis N. Lauzon                                         December 31, 2003 and to ratify the selection of Russell
                                                              Bedford Stefanou Mirchandani LLP as the Company's
     Joseph M. Khan                                           independent public accountants for the fiscal year ended
                                                              December 31, 2004
     Nicholas A. Cortese, Jr.

Vote FOR [ ] AGAINST [ ] the election of all nominees
     listed above (EXCEPT THOSE WHOSE NAMES THE
     UNDERSIGNED HAS DELETED).

     [ ] Withhold Vote

2.   Vote FOR [ ] AGAINST [ ] the resolution to approve  5.   Upon any other matter that properly becomes before the
     Amendments to the Articles of Incorporation.             meeting.


THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.

Dated  ___________, 2004.


--------------------------------------------
Signature  of  Shareholder


--------------------------------------------
Printed  Name  of  Shareholder

     A PROXY WILL NOT BE VALID UNLESS THE FORM OF PROXY IS DATED, DULY EXECUTED
AND DELIVERED TO THE OFFICE OF OLDE MONMOUTH STOCK TRANSFER CO., INC., 200
MEMORIAL PARKWAY, ATLANTIC HIGHLANDS, NEW JERSEY 07716, NOT LESS THAN 48 HOURS
(EXCLUDING SATURDAYS AND HOLIDAYS) BEFORE THE MEETING AT WHICH THE PERSON NAMED
THEREIN PURPORTS TO VOTE IN RESPECT THEREOF.

     Joint owners should each sign the proxy.  When the proxy is signed by a
corporation either its common seal must be affixed to the proxy or it should be
signed by the corporation under the hand of an officer or attorney duly
authorized in writing, which authorization must accompany the proxy.

     THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED OR WITHHELD FROM VOTING
IN ACCORDANCE WITH THE INSTRUCTIONS OF THE SHAREHOLDER ON ANY BALLOT AND WHERE A
CHOICE WITH RESPECT TO ANY MATTER TO BE ACTED UPON IS SPECIFIED, THE SHARES WILL
BE VOTED ON ANY BALLOT IN ACCORDANCE WITH SUCH SPECIFICATION.





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(Please advise the Company of any change of address)