U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2003.
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______ to ________
Commission file number: 333-70932
THE JACKSON RIVERS COMPANY
(Name of small business issuer in its charter)
Florida 65-1102865
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17-19 Marble Avenue, Pleasantville, New York 10570
(Address of principal executive offices) (Zip Code)
(619) 615-4242
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of September 30, 2003,
24,132,750 shares of the issuer's common stock were outstanding.
Transitional Small Business Disclosure Format (check one): Yes___ No X
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION..............................................3
Item 1. Financial Statements..........................................3
Balance Sheet as of September 30, 2003 and December 31, 2002.......3
Statement of Operations as of September 30, 2003...................4
Statement of Cash Flows as of September 30, 2003...................5
Statement of Changes in Stockholders' Equity as of
September 30, 2003.................................................6
Notes to Financial Statements......................................7
Item 2. Management's Discussion and Analysis or Plan of Operation.....10
Item 3. Controls and Procedures.......................................11
PART II - OTHER INFORMATION.................................................12
Item 1. Legal Proceedings............................................12
Item 2. Changes in Securities........................................12
Item 3. Defaults Upon Senior Securities..............................12
Item 4. Submission of Matters to a Vote of Security Holders..........12
Item 5. Other Information............................................12
Item 6. Exhibits and Reports on Form 8-K.............................12
SIGNATURES..................................................................13
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.....14
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.....15
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.....16
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.....17
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
September 30, 2003 December 31, 2002
(UNAUDITED) AUDITED
ASSETS
Current Assets:
Cash $ 22,052 $ 29,411
Prepaid Expenses 3,054 5,000
------------------- --------------------
Total Current Assets 25,106 34,411
Property, Plant & Equipment
Fixed Assets, net-
of accumulated depreciation 3,961 1,272
------------------- -------------------
Total Fixed Assets 3,961 1,272
Total Assets 29,067 35,683
------------------- -------------------
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable 4,557 -
Accrued Expenses and Liabilities 1,892 11,446
Cash Advance Due 100 -
------------------- -------------------
Total Current Liabilities 6,549 11,446
Commitments and Contingencies - -
Deficiency in Stockholders' Equity
Common Stock, 100,000,000 shares
authorized, $0.001 par value per share;
24,132,750 shares issued and outstanding
at September 30, 2003, and 17,632,750
shares issued and outstanding at
December 31, 2002 24,133 17,633
Additional Paid-In-Capital 435,647 194,147
Stock Subscription Receivable (32,000) -
Accumulated Deficit (405,262) (187,543)
------------------- -------------------
Total Deficiency in Stockholders' Equity 22,519 24,237
Total Liabilities & Equity $ 29,067 $ 35,683
------------------- -------------------
The accompanying notes are an integral part of these financial statements.
3
THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE QUARTERS ENDED SEPTEMBER 30, 2003
AND FOR THE PERIOD MAY 8, 2001 (INCEPTION) THROUGH SEPTEMBER 30, 2003
For the three For the nine For the
months ended months ended period
September 30 September 30 May 8, 2001
(date of
inception)
to
September 30
___________________________________________________
2003 2002 2003 2002 2003
_________ _________ _________ ________ ________
REVENUES:
Income $ - $ - $ - $ - $ -
--------- --------- --------- -------- --------
GENERAL & ADMINISTRATIVE EXPENSES:
Sales and Marketing
General & Administrative 197,585 33,302 230,440 60,467 417,600
Depreciation Expense 137 141 137 283 561
--------- --------- --------- -------- --------
Total General & Administrative
Expenses 197,721 33,443 230,576 60,750 418,161
--------- --------- --------- -------- --------
OTHER (INCOME) EXPENSES:
Other Income - - 12,857 - 12,857
Interest Income 1 1 1
Interest Expense - - - 42 42
--------- --------- --------- -------- --------
Total Other (Income) Expense 1 - 12,858 42 12,900
--------- --------- --------- -------- --------
NET INCOME (LOSS) (197,721) (33,443) (217,718) (60,792) (405,261)
--------- ---------- --------- -------- --------
Net Loss per Share (basic
and assuming dilution) (0.010) (0.003) (0.012) (0.005)
Weighted Average Common
Shares Outstanding 19,457,750 12,060,417 18,247,768 11,559,722
The accompanying notes are an integral part of these financial statements.
4
THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD MAY 8, 2001 (DATE OF INCEPTION) TO SEPTEMBER 30, 2003
For the period
from
May 8, 2001
(date of
For the nine inception)
months ended to
September 30 September 30
2003 2002 2003
------------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) (217,718) (60,792) (405,261)
Adjustments to reconcile net income (loss)
to cash provided by operating activities:
Depreciation 137 283 561
Common stock for employee bonuses 14,908 - 14,908
Common stock issued for services rendered 138,000 - 138,000
(Increase) decrease in prepaid expenses 1,946 (6,875) (3,054)
(Increase) in other assets - - -
Increase (decrease) in accounts payable 4,557 - 4,557
Increase (decrease) in accrued expenses (9,554) 10,027 1,892
Loss on disposal of equipment 1,272 - 1,272
NET CASH (USED IN) OPERATING ACTIVITIES (66,453) (57,357) (247,126)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of other assets (4,098) (1,696) (5,794)
Disposals of other assets - - -
NET CASH (USED IN) INVESTING ACTIVITIES (4,098) (1,696) (5,794)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash advance from related parties 100 - 100
Cash from common stock issued 63,093 - 63,093
Increase in Additional Paid-In Capital - 108,544 194,147
Increase in Common Stock - 4,706 17,633
NET CASH PROVIDED BY FINANCING ACTIVITIES 63,193 113,250 274,973
Net increase (decrease) in cash (7,359) 54,197 22,052
Cash, beginning of period 29,411 677 -
Cash, ending of period 22,052 54,874 22,052
Supplemental Disclosures:
Cash paid for interest - - -
Cash paid for taxes - - -
Non-Cash Disclosures:
Common stock issued for services 138,000 - 138,000
The accompanying notes are an integral part of these financial statements.
5
THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD MAY 8, 2001 (DATE OF INCEPTION) TO SEPTEMBER 30, 2003
(DEFFICIT)
ACCUMULATED
DURING THE
COMMON STOCK CAPITAL PAID-IN DEVELOPMENT
SHARES AMOUNT SUBSCRIBED CAPITAL STAGE TOTAL
---------- ------ ---------- -------- ---------- --------
Balance
May 8, 2001 $ - $ - $ - $ - $ - $ -
Issuance of common
stock in exchange
for cash, at
$0.0015 per share,
June 11, 2001 10,000,000 10,000 - 5,000 - 15,000
Net (Loss) - - - - (14,482) (14,482)
---------- ------ ---------- -------- --------- --------
Balance
December 31, 2001 10,000,000 10,000 - 5,000 (14,482) 518
Capital subscribed,
at $0.04 per share,
per agreements dated,
February 2002 - - 42,500 - - 42,500
Capital subscribed,
at $0.04 per share,
per agreements dated,
March 2002 - - 29,500 - - 29,500
Issuance of shares
of common stock in
exchange for capital
stock subscribed
at $0.04 per share,
March 2002 1,800,000 1,800 (72,000) 70,200 - -
Capital subscribed,
at $0.04 per share
per agreements dated,
April 2002 - - 8,750 - - 8,750
Issuance of shares
of common stock in
exchange for capital
stock subscribed
at $0.04 per share,
April 2002 218,750 219 (8,750) 8,531 - -
Rescission of shares
of common stock
at $0.04 per share,
August 2002 (62,500) (63) - (2,437) - (2,500)
Issuance of common
stock in exchange
for cash
at $0.04 per share,
September 2002 250,000 250 - 9,750 - 10,000
Issuance of common
stock in exchange
for services
at $0.02 per share,
September 2002 2,500,000 2,500 - 47,500 - 50,000
Issuance of common
stock in exchange
for services
at $0.02 per share,
November 2002 2,926,500 2,927 - 55,603 - 58,530
Net (Loss) - - - - (173,061) (173,061)
---------- ------ -------- ------ --------- ---------
Balance
December 31, 2002 17,632,750 17,633 - 194,147 (187,543) 24,237
Issuance of common
stock in exchange
for services at
$0.03 per share,
August 2003 3,000,000 3000 - 87,000 - 90,000
Issuance of common
stock in exchange
for options exercised
at $0.03 per share,
August 2003 1,200,000 1200 - 36,800 - 38,000
Issuance of common stock
in exchange for services
at $0.06 per share,
September 2003 800,000 800 - 47,200 - 48,000
Issuance of common
stock in exchange
for options exercised
at $0.04 per share,
September 2003 600,000 600 - 35,400 - 36,000
Issuance of common
stock in exchange
for options exercised
at $0.04 per share,
September 2003 900,000 900 (32,000) 35,100 - 4,000
Net (Loss) - - - - (217,718)(217,718)
----------- ------ --------- ------- -------- ---------
Balance
September 30, 2003 24,132,750 24,133 (32,000) 435,647 (405,262) 22,519
=========== ====== ========= ======== ========= ========
The accompanying notes are an integral part of these financial statements.
6
THE JACKSON RIVERS COMPANY
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2003
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements of The Jackson Rivers
Company, a Florida corporation (the "Company") have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB and
Item 310(b) of Regulation S-B. They do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for a complete financial presentation. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation, have been included in the
accompanying unaudited financial statements. Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full year.
These financial statements should be read in conjunction with the
financial statements and footnotes, which are included as part of the Company's
Form 10-KSB for the year ended December 31, 2002.
NOTE 2 - NATURE OF COMPANY
The Company was incorporated on May 8, 2001 under the laws of the State
of Florida. The Company's principal offices are in Pleasantville, New York.
The Company also maintains an administrative office at 402 West Broadway, Suite
400, San Diego, California 92101. The Company has a six-month lease with a
renewable option. The monthly rent is $1,553.00 for approximately 550 square
feet. The Jackson Rivers Company does not presently conduct business operations.
NOTE 3 - CHANGES IN PRESENTATION
Certain financial presentations for the periods presented for 2002 have
been reclassified to conform to the 2003 presentation.
NOTE 4 - COMPLETION OF THE DEVELOPMENT STAGE
The Company was formed on May 8, 2001. There have not been any
operations since inception and the Company is in the process of raising capital
and financing for its future operations.
NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting:
The Company reports the results of its operations using the accrual
method of accounting for both financial statement and income tax purposes. Under
this method, income is recognized when earned and expenses are deducted when
incurred. The accounting policies of the Company are in accordance with
generally accepted accounting principles and conform to the standards applicable
to development stage companies.
Income Taxes:
The Company has no taxable income to date; therefore, no provision for
federal or state taxes has been made.
Computation of Net Loss Per Share:
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, Earnings Per Share. The Company has reflected the provisions of SFAS
No. 128 in the accompanying financial statements for the period presented. SFAS
7
128 replaces the presentation of primary Earnings Per Share ("EPS") with a
presentation of basic EPS, which excludes dilution and is computed by dividing
income or loss available to common shareholders by the weighted average number
of common shares outstanding for the period. The Statement also requires the
dual presentation of basic and diluted EPS on the face of the statement of
operations for all entities with complex capital structures. During the periods
presented, the Company did not have a complex capital structure.
Cash & Cash Equivalents:
For purposes of financial statement presentation, the Company
classifies all unrestricted highly liquid investments with an original maturity
of three months or less to be cash equivalents.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 6 - RELATED PARTY TRANSACTIONS
In January 2002, the former majority shareholder of the Company, Don A.
Paradiso, loaned the Company $4,000, all of which had been repaid as of June 30,
2002. The loan was short-term in nature, for working capital purposes and bore
interest of 9% annually.
During the period from April 1, 2002 through March 31, 2003, the former
majority shareholder provided services and facilities to the Company for its
operations. The Company accrued for reimbursement of these costs, and owed the
shareholder $12,856 for them as of March 31, 2003.
In June 2003, the former majority shareholder sold 10,000,000 shares of
common stock to twelve investors in a private sale. As part of the sale
agreement, the former majority shareholder agreed to forgive the service and
facility costs accrued through March 31, 2003, and to accept consulting fees of
$16,892 for services provided through the date of the sale. As a result of the
forgiveness of service and facility costs, the Company recorded $12,900 in other
income in the third quarter 2003 and year-to-date through September 30, 2003.
NOTE 7 - SUBSCRIPTIONS
In the first six months of 2002, the Company received $80,750 in
deposits on thirty-seven subscription agreements for the purchase of a total of
2,018,750 shares of common stock ($0.04 per share). At December 31, 2002, the
Company had received payment in full and had issued the shares related to these
subscriptions.
NOTE 8 - CAPITAL STOCK TRANSACTIONS
The original Articles of Incorporation provide authorization for the
issuance of 100,000,000 shares of common stock, par value $0.001 per share.
On February 8, 2002, the Company's registration statement became
effective. The statement provided for the utilization of an escrow agent for the
proceeds of an offering of common stock, pending the sale of the minimum number
of shares (15,000,000). However, the bank which the Company believed had
committed to serve as escrow agent eventually declined to serve due to the small
size of the offering. The Company revised the subscription agreement, accepted
subscriptions made payable to the Company (instead of the escrow agent), and
deposited subscription funds received into the Company's operating account. The
Company then issued shares of stock to subscribers prior to receiving
subscriptions for the stated minimum of 15,000,000 shares.
Management corrected the subscription acceptance errors by closing the
current offering and extending a rescission offer to all investors. A total of
three investors accepted the rescission offer; the investors' shares
8
certificates were returned to the Company and cancelled, and a total of $2,500
was refunded to the investors (representing a total of 62,500 shares of common
stock). As of December 31, 2002, the rescission offer had expired according to
its express terms and no further requests will be honored.
In June 2001, the Company reserved 10,000,000 common capital voting
shares of the Company for future use in employee stock option plans, or for such
other purposes as may be determined from time to time by the Board of Directors
of the Company. In July 2002, the Company established a consulting services plan
designed to grant compensation to recipients in exchange for services provided
to the Company. In connection with this plan, 2,500,000 shares of common stock
were issued to seven recipients in September 2002, at a cost to the Company of
$0.02 per share, or $50,000. In November 2002, 2,926,500 shares of common stock
were issued in exchange for services provided to the Company, at a cost to the
Company of $0.02 per share, or $58,530.
On June 19, 2003, the former majority shareholder sold 10,000,000
shares of common stock to twelve investors in a private sale. As a result of
this change in ownership, a change in control was deemed to have occurred. The
new majority shareholder, an individual, was elected president of the Company
and the former majority shareholder resigned from the Company's board of
directors.
In August 2003, the Company established the 2003 Employee Stock
Incentive Plan (the "Plan"). The purpose of the Plan is to provide officers and
employees, who make significant contributions to the long-term growth and
performance of the Company, with equity-based compensation incentives, and to
attract and retain quality employees. The maximum number of shares of common
stock that may be awarded or issued under the Plan is 17,000,000. The Plan will
be administered by a Compensation Committee (the "Committee") appointed by the
board of directors of the Company.
NOTE 9 - PROPERTY AND EQUIPMENT
Property and equipment is carried at cost. Depreciation of depreciable
assets is computed using the straight-line method of depreciation over the
estimated useful lives of the assets. Depreciation expense for the quarters
ended September 30, 2003 and 2002 was $137 and $141, respectively, year-to-date
through September 30, 2003 and 2002 was $137 and $283, and for the period from
May 8, 2001 (inception) through September 30, 2003 was $561.
Property and equipment at September 30, 2003 and December 31, 2002
consists of computer equipment purchased late in March 2002 and placed into
service in April 2002.
NOTE 10 - PREPAID EXPENSES
Prepaid expenses at September 30, 2003 consist of costs incurred to
prepare brochures and other promotional (marketing) materials. The Company began
writing off those costs in September 2002, and they will be written off over a
twelve-month period.
NOTE 11 - INTERIM FINANCIAL STATEMENTS
It is management's representation that all adjustments that are
necessary for the interim financial statements not to be misleading have been
included in the accompanying statements.
9
Item 2. Management's Discussion and Analysis or Plan of Operations.
Forward-Looking Information
Much of the discussion in this Item is "forward looking" as that term
is used in Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934. Actual operations and results may materially differ from
present plans and projections due to changes in economic conditions, new
business opportunities, changed business conditions, and other developments.
Other factors that could cause results to differ materially are described in the
prospectus filed with the Company's registrations statement with the Securities
and Exchange Commission.
The following are factors that could cause actual results or events to
differ materially from those anticipated, and include, but are not limited to:
general economic, financial and business conditions; changes in and compliance
with governmental laws and regulations, including various state and federal
environmental regulations; the Company's current dependency on Dennis N. Lauzon,
its sole director and executive officer, to continue funding the Company's
operations and, to the extent he should ever become unwilling to do so, the
Company's ability to obtain additional financing from outside investors and/or
bank and mezzanine lenders; and the ability of the Company to generate
sufficient revenues to cover operating losses and position it to achieve
positive cash flow.
Readers are cautioned not to place undue reliance on the
forward-looking statements contained herein, which speak only as of the date
hereof. The Company's believes the information contained in this Form 10-QSB to
be accurate as of the date hereof. Changes may occur after that date, and the
Company will not update that information except as required by law in the normal
course of its public disclosure practices.
Additionally, the following discussion regarding the Company's
financial condition and results of operations should be read in conjunction with
the financial statements and related notes contained in Item 1 of Part I of this
Form 10-QSB, as well as the financial statements in Item 7 of Part II of the
Company's Form 10-KSB for the fiscal year ended December 31, 2002.
Management's Plan of Operation
Our Board of Directors has determined to abandon plans to enter into
the consumer lending market in Florida. The reason for this decision was the
difficulty in securing a line of credit or other sources of funding to establish
a loan portfolio large enough to support the operations of the Company and
return a profit. There was a change in control of the Company which is discussed
further below. Our new President, Dennis N. Lauzon, has been given permission by
the Board to engage in discussions with potential merger candidates so that the
Company can begin to operate and have further access to the capital markets. A
potential merger candidate has already been identified in the industry of
consumer plastics, however, discussions have not advanced to the point where it
would be advisable for the Company to disclose the potential merger candidate.
We continue to be licensed for consumer retail installment lending in Florida
but we expect to let the license lapse at the end of the year.
We are in negotiations with Mr. Paradiso in order to settle any claims
which he may have against the Company on account of his long-standing employment
agreement with the Company. Preliminarily, we believe that all such claims will
be settled for a payment of no more than $19,000,000, which the Company has on
hand.
Because we lack capital, an investment in our Company involves a very
high degree of risk.
Until such time as Jackson Rivers has established operations with
revenues, Mr. Dennis N. Lauzon, our President, has agreed to provide an office,
office equipment and management without cost to the Company. We do not have an
employment contract with Mr. Lauzon; however, he has indicated a desire to
remain with the Company for the long term. The officers and directors of the
Company have terms which expire on December 31, 2003.
10
Third Quarter Costs and Changes in Financial Conditions
As of the date of this report, we have not engaged in any business
activities which provide cash flow, and have not recorded any revenues from
operations.
Results of Operations
During the quarter ended September 30, 2003, the Company incurred an
operating loss of $202,836 and no revenues. The loss featured, sales, marketing,
general, administrative and interest expenses. The Company's interest cost
remains high as it continues to be advanced operating funds by its principal
stockholders. Interest expense was $12,857 in 2003 and $42 in 2002.
Liquidity and Capital Resources
As discussed by the Company's accountants in the audited financial
statements included in Item 7 of the Company's Annual Report on Form 10-KSB, the
Company's revenue is currently insufficient to cover its costs and expenses.
Dennis N. Lauzon, the Company's sole director and executive officer, continues
to provide the Company the funds needed to continue its development and
operations. To the extent the Company's revenue shortfall exceeds this
stockholder's willingness and ability to continue providing the Company the
funds needed, management anticipates raising any necessary capital from outside
investors coupled with bank or mezzanine lenders. As of the date of this report,
the Company has not entered into any negotiations with any third parties to
provide such capital.
Management anticipates that the Company's current financing strategy of
private debt and equity offerings will meet its anticipated objectives and
business operations for the next 12 months. Management continues to evaluate
opportunities for corporate development. Subject to its ability to obtain
adequate financing at the applicable time, the Company may enter into definitive
agreements on one or more of those opportunities.
Recent Developments
There has been a change in control of the Company. The Company's new
Board of Directors consists of Dennis N. Lauzon, its sole Director, Chief
Executive Officer and Chief Financial Officer.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Item 3. Controls and Procedures.
As of September 30, 2003, our management, including our Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of the design
and operation of our disclosure controls and procedures, pursuant to Rule 13a-14
and 15d-14 of the Securities Exchange Act of 1934. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the
disclosure controls and procedures are effective in ensuring that all material
information required to be disclosed in the reports the Company files and
submits under the Exchange Act is recorded, processed, summarized and reported
as and when required.
In connection with the evaluation by management, including our Chief
Executive Officer and Chief Financial Officer, of our internal control over
financial reporting, pursuant to Exchange Act Rule 13a-15(d), no changes during
the quarter ended September 30, 2003 were identified that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
As of the date of this report, the Company is not involved in any legal
proceedings.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Identification of Exhibit
3.1** Articles of Incorporation filed May 8, 2001 (incorporated
by reference to Exhibit A filed with Form SB-2
October 4, 2001)
3.2** Bylaws (incorporated by reference to Exhibit 3(ii) filed
with Form SB-2 October 4, 2001)
31.1* Certification of Dennis N. Lauzon, Chief Executive
Officer of The Jackson Rivers Company, pursuant to 18
U.S.C.ss.1350, as adopted pursuant toss.302 of the
Sarbanes-Oxley Act of 2002.
31.2* Certification of Dennis N. Lauzon, Chief Financial
Officer of The Jackson Rivers Company, pursuant to 18
U.S.C.ss.1350, as adopted pursuant toss.302 of the
Sarbanes-Oxley Act of 2002.
32.1* Certification of Dennis N. Lauzon, Chief Executive
Officer of The Jackson Rivers Company, pursuant to 18
U.S.C.ss.1350, as adopted pursuant toss.906 of the
Sarbanes-Oxley Act of 2002.
32.2* Certification of Dennis N. Lauzon, Chief Financial
Officer of The Jackson Rivers Company, pursuant to 18
U.S.C.ss.1350, as adopted pursuant toss.906 of the
Sarbanes-Oxley Act of 2002
----------
* Filed herewith.
** Incorporated herein as indicated.
(b) Reports on Form 8-K.
None.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE JACKSON RIVERS COMPANY.
Dated November 13, 2003.
By /s/ Dennis N. Lauzon 1
--------------------------
Dennis N. Lauzon,
President and Chief Executive Officer