Edgar Filing: JACKSON RIVERS CO

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the quarterly period ended March 31, 2004.

[ ] 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
incorporation or organization) Identification No.)

27 RADIO CIRCLE DRIVE, MOUNT KISCO, NEW YORK 10549
(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 March 31, 2004, the
issuer had 79,432,750 shares of its common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 3
Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets:
March 31, 2004 and December 31, 2003

Condensed Consolidated Statements of Losses:
Three Months ended March 31, 2004 and 2003
For the Period May 8, 2001 (Date of Inception) through
March 31, 2004

Condensed Consolidated Statement of Deficiency in Stockholders'
Equity For the period May 8, 2001 (Date of Inception) through
March 31, 2004

Condensed Consolidated Statements of Cash Flows:
Three Months ended March 31, 2004 and 2003
For the Period May 8, 2001 (Date of Inception) through
March 31, 2004

Notes to Unaudited Condensed Consolidated Financial Information:
March 31, 2004
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

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 AND DECEMBER 31, 2003

(Unaudited) (Audited)
ASSETS March 31, 2004 December 31, 2003
---------------- -------------------

Current assets:
Cash and cash equivalents $ 100,275 $ 14,820
Prepaid expenses and other 6,733 3,455
---------------- -------------------
Total current assets 107,008 18,275

Property, plant and equipment, net of accumulated depreciation of $748
and $341 at March 31, 2004 and December 31, 2003, respectively 9,742 3,756
---------------- -------------------

Total Assets $ 116,750 $ 22,031
================ ===================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 20,803 $ 15,529
Advances from related parties 100 100
---------------- -------------------
Total current liabilities 20,903 15,629

Commitments and contingencies - -

Stockholders' equity:
Common stock, par value; $.001, authorized 100,000,000 shares;
79,432,750 and 39,432,750 shares issued and outstanding at March 31,
2004 and December 31, 2003, respectively (Note B) 79,433 39,433
Additional paid-in capital 1,573,747 843,747
Stock subscription payable (Note D) 1,000,000 -
Stock subscription receivable (Note B) - (59,500)
Deficit accumulated during development stage (2,557,333) (817,278)
---------------- -------------------
Total stockholders' equity 95,847 6,402

Total liabilities and stockholders' equity $ 116,750 $ 22,031
================ ===================

See accompanying notes to the unaudited condensed consolidated financial information

THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
(UNAUDITED)

For the three months ended March 31,
For the period from
May 8, 2001 (date of
inception) through
2004 2003 March 31, 2004
----------------- ----------------- ----------------------

Operating expenses:
Selling, general, and administrative $ 739,654 $ 10,516 $ 1,568,988
Acquisition costs (Note D) 1,000,000 - 1,000,000
Depreciation 407 141 1,172
----------------- ----------------- ----------------------
Total operating expenses 1,740,061 10,657 2,570,160

Loss from operations (1,740,061) (10,657) (2,570,160)

Other income:
Other income (expense) - - 12,857
Interest income (expense) 6 - (30)
----------------- ----------------- ----------------------
Total other income 6 - 12,827

Net loss before provision for income taxes (1,740,055) (10,657) (2,557,333)

Provision for income taxes - - -
----------------- ----------------- ----------------------

Net loss $ (1,740,055) $ (10,657) $ (2,557,333)
================= ================= ======================

Earnings (losses) per share, basic and fully diluted $ (0.03) $ (0.00)
================= =================

Basic and diluted weighted average number of shares
outstanding 57,339,343 17,632,750

See accompanying notes to the unaudited condensed consolidated financial information

THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 8, 2001 (DATE OF INCEPTION) TO MARCH 31, 2004

Common Stock Additional Stock
Stock Amount Paid-In Capital Subscription
----------- -------- ---------------- --------------

BALANCE AT MAY 8, 2001 - $ - $ - $ -
Issuance of common stock in June 2001 in exchange for cash
at $.0015 per share, net of costs and fees 10,000,000 10,000 5,000 -
Net loss - - - -
----------- -------- ---------------- --------------
BALANCE AT DECEMBER 31, 2001 10,000,000 $10,000 $ 5,000 $ -
----------- -------- ---------------- --------------
Common stock subscription in February 2002 at $0.04 per share - - - 42,500
Common stock subscription in March 2002 at $0.04 per share - - - 29,500
Issuance of common stock for common stock subscribed in
February and March 2002 at $0.04 per share 1,800,000 1,800 70,200 (72,000)
Common stock subscription in April 2002 - - - 8,750
Issuance of common stock for common stock subscribed in
April 2002 at $0.04 per share 218,750 219 8,531 (8,750)
Rescission of common stock in August 2002 (62,500) (63) (2,437) -
Issuance of common stock in September 2002 in exchange
for cash at $.04 per share, net of costs and fees 250,000 250 9,750 -
Issuance of common stock in exchange for services in September
2002 at $0.02 per share 2,500,000 2,500 47,500 -
Issuance of common stock in exchange for services in November
2002 at $0.02 per share 2,926,500 2,927 55,603 -
Net loss - - - -
----------- -------- ---------------- --------------
BALANCE AT DECEMBER 31, 2002 17,632,750 $17,633 $ 194,147 $ -
=========== ======== ================ ==============

Issuance of common stock in exchange for services in August
2003 at $0.03 per share 3,000,000 3,000 87,000 -
Issuance of common stock in exchange for options exercised
in August 2003 at approximately $0.03 per share 1,200,000 1,200 31,099 -
Issuance of common stock in exchange for services in
September 2003 at $0.06 per share 800,000 800 47,200 -
Issuance of common stock in exchange for options exercised
in September 2003 at approximately $0.05 per share 600,000 600 30,000 -
Issuance of common stock in exchange for options exercised
in October 2003 at approximately $0.06 per share 1,500,000 1,500 87,751 -
Issuance of common stock in exchange for options exercised
in October 2003 at approximately $0.03 per share 1,500,000 1,500 49,500 -
Issuance of common stock in exchange for services in
November 2003 at $0.04 per share 3,000,000 3,000 117,000 -
Issuance of common stock in exchange for options exercised
in November 2003 at approximately $0.03 per share 1,500,000 1,500 36,750 -
Issuance of common stock in exchange for services in
December 2003 at $0.03 per share 1,200,000 1,200 34,800 -
Issuance of common stock in exchange for options exercised
in December 2003 at approximately $0.03 per share 1,000,000 1,000 24,500 -
Issuance of common stock in exchange for options exercised
in December 2003 at approximately $0.01 per share 6,500,000 6,500 104,000 (59,500)
Net loss - - - -
----------- -------- ---------------- --------------
BALANCE AT DECEMBER 31, 2003 39,432,750 $39,433 $ 843,747 $ (59,500)
=========== ======== ================ ==============

Accumulated
Deficit Total
------------- ----------

BALANCE AT MAY 8, 2001 $ - $ -
Issuance of common stock in June 2001 in exchange for cash
at $.0015 per share, net of costs and fees - 15,000
Net loss (14,482) (14,482)
------------- ----------
BALANCE AT DECEMBER 31, 2001 $ (14,482) $ 518
------------- ----------
Common stock subscription in February 2002 at $0.04 per share - 42,500
Common stock subscription in March 2002 at $0.04 per share - 29,500
Issuance of common stock for common stock subscribed in
February and March 2002 at $0.04 per share - -
Common stock subscription in April 2002 - 8,750
Issuance of common stock for common stock subscribed in
April 2002 at $0.04 per share - -
Rescission of common stock in August 2002 - (2,500)
Issuance of common stock in September 2002 in exchange
for cash at $.04 per share, net of costs and fees - 10,000
Issuance of common stock in exchange for services in September
2002 at $0.02 per share - 50,000
Issuance of common stock in exchange for services in November
2002 at $0.02 per share - 58,530
Net loss (173,061) (173,061)
------------- ----------
BALANCE AT DECEMBER 31, 2002 $ (187,543) $ 24,237
============= ==========

Issuance of common stock in exchange for services in August
2003 at $0.03 per share - 90,000
Issuance of common stock in exchange for options exercised
in August 2003 at approximately $0.03 per share - 32,299
Issuance of common stock in exchange for services in
September 2003 at $0.06 per share - 48,000
Issuance of common stock in exchange for options exercised
in September 2003 at approximately $0.05 per share - 30,600
Issuance of common stock in exchange for options exercised
in October 2003 at approximately $0.06 per share - 89,251
Issuance of common stock in exchange for options exercised
in October 2003 at approximately $0.03 per share - 51,000
Issuance of common stock in exchange for services in
November 2003 at $0.04 per share - 120,000
Issuance of common stock in exchange for options exercised
in November 2003 at approximately $0.03 per share - 38,250
Issuance of common stock in exchange for services in
December 2003 at $0.03 per share - 36,000
Issuance of common stock in exchange for options exercised
in December 2003 at approximately $0.03 per share - 25,500
Issuance of common stock in exchange for options exercised
in December 2003 at approximately $0.01 per share - 51,000
Net loss (629,735) (629,735)
------------- ----------
BALANCE AT DECEMBER 31, 2003 $ (817,278) $ 6,402
============= ==========

See accompanying notes to the unaudited condensed consolidated financial information

THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE PERIOD FROM MAY 8, 2001 (DATE OF INCEPTION) TO MARCH 31, 2004

Common Stock Additional Stock
Stock Amount Paid-In Capital Subscription
---------- ------- --------------- --------------
BALANCE FORWARD 39,432,750 $39,433 $ 843,747 $ (59,500)
========== ======= =============== ==============

Issuance of common stock in exchange for options exercised
in January 2004 at approximately $0.02 per share 6,000,000 6,000 114,000 -
Issuance of common stock in exchange for services
in January 2004 at $0.02 per share 3,000,000 3,000 57,000
Issuance of common stock in exchange for options
exercised in February 2004 at approximately $0.02 per share 15,000,000 15,000 225,000 -
Issuance of common stock in exchange for services in March
2004 at $0.05 per share 4,000,000 4,000 196,000 -
Issuance of common stock in exchange for options exercised
in March 2004 at approximately $0.01 per share 12,000,000 12,000 138,000 -
Employee compensation and proceeds received for common
stock subscribed in December 2003 - - - 59,500
Common stock to be issued in connection with acquisition (Note D) - - - 1,000,000
Net loss - - - -
---------- ------- --------------- --------------
BALANCE AT MARCH 31, 2004 79,432,750 $79,433 $ 1,573,747 $ 1,000,000
========== ======= =============== ==============

Accumulated
Deficit Total
------------- ------------

BALANCE FORWARD $ (817,278) $ 6,402
============= ============
Issuance of common stock in exchange for options exercised
in January 2004 at approximately $0.02 per share - 120,000
Issuance of common stock in exchange for services
in January 2004 at $0.02 per share 60,000
Issuance of common stock in exchange for options
exercised in February 2004 at approximately $0.02 per share - 240,000
Issuance of common stock in exchange for services in March
2004 at $0.05 per share - 200,000
Issuance of common stock in exchange for options exercised
in March 2004 at approximately $0.01 per share - 150,000
Employee compensation and proceeds received for common
stock subscribed in December 2003 - 59,500
Common stock to be issued in connection with acquisition (Note D) - 1,000,000
Net loss (1,740,055) (1,740,055)
------------- ------------
BALANCE AT MARCH 31, 2004 $ (2,557,333) $ 95,847
============= ============

See accompanying notes to the unaudited condensed consolidated financial information

THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

For the three months ended For the period from
March 31, May 8, 2001 (date of
inception) through
2004 2003 March 31, 2004
-------------- ------------ --------------------

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss from operation $ (1,740,055) $ (10,657) $ (2,557,333)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation 407 141 1,172
Common stock issued in exchange for consulting
services rendered (Note B) 260,000 - 662,530
Common stock issued in exchange for employee
services rendered (Note B and C) 95,695 - 163,319
Employee compensation and transaction costs in
connection with common stock subscribed (Note B) 6,372 - 6,372
Common stock to be issued in exchange for acquisition
costs (Note D) 1,000,000 - 1,000,000
Loss from disposal of equipment - - 1,272
(Increase) decrease in prepaid expenses and other (3,278) 1,875 (6,733)
Increase (decrease) in accounts payable and accrued liabilities 5,274 1,410 20,803
-------------- ------------ --------------------
Net cash (used in) operating activities (375,585) (7,231) (708,598)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (6,392) - (12,185)
-------------- ------------ --------------------
Net cash (used in) investing activities (6,392) - (12,185)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party advances - - 100
Proceeds from the sale of common stock, net of
costs and fees (Note B) 467,432 - 820,958
-------------- ------------ --------------------
Net cash provided by financing activities 467,432 - 821,058

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 85,455 (7,231) 100,275
Cash and cash equivalents at beginning of period 14,820 29,411 -
-------------- ------------ --------------------
Cash and cash equivalents at end of period $ 100,275 $ 22,180 $ 100,275
============== ============ ====================

Supplemental Disclosure of Cash Flows Information:
Cash paid during the period for interest $ - $ - -
Cash paid during the period for income taxes - - -
Common stock issued in exchange for consulting
services rendered (Note B) 260,000 - 662,530
Common stock issued in exchange for employee
services rendered (Note B and C) 95,695 - 163,319
Common stock to be issued in exchange for acquisition
costs (Note D) 1,000,000 - 1,000,000
Employee stock purchase plan:
Common stock issued under employee stock purchase plan 510,000 - 887,400
Less: stock subscription receivable - - (59,500)
Add: proceeds received in connection with common stock subscribed 53,127 - 53,127
Less: common stock retained by employees (95,695) - (163,319)
-------------- ------------ --------------------
Net proceeds from the sale of common stock $ 467,432 $ - $ 717,708
============== ============ ====================

See accompanying notes to the unaudited condensed consolidated financial information

THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
MARCH 31, 2004
(UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General
-------

The accompanying unaudited condensed consolidated financial statements 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. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the three-month period ended March
31, 2004, are not necessarily indicative of the results that may be expected for
the year ended December 31, 2004. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated December 31, 2003
financial statements and footnotes thereto included in the Company's SEC Form
10-KSB.

Business and Basis of Presentation
----------------------------------

The Jackson Rivers Company (the "Company") was incorporated on May 8, 2001 under
the laws of the State of Florida. The Company does not presently conduct
business operations and is in the process of raising capital and financing for
its future operations.

The Company is in the development stage, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS No. 7"). To date, the Company has generated
no sales revenues, has incurred expenses and has sustained losses. Consequently,
its operations are subject to all the risks inherent in the establishment of a
new business enterprise. For the period from inception through March 31, 2004,
the Company has accumulated losses of $2,557,333.

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, Jackson Rivers Technologies, Inc. and JRC Global
Products, Inc. Significant intercompany transactions and accounts have been
eliminated in consolidation.

Stock Based Compensation

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2003 and will
adopt the interim disclosure provisions for its financial reports for the
subsequent periods. The Company has no awards of stock-based employee
compensation outstanding at March 31, 2004.

THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
MARCH 31, 2004
(UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassification
----------------

Certain reclassifications have been made to conform to prior periods' data to
the current presentation. These reclassifications had no effect on reported
losses.

NOTE B - CAPITAL STOCK

The Company has authorized 100,000,000 shares of common stock, with a par value
of $.001 per share. As of March 31, 2004 and December 31, 2003, the Company has
79,432,750 and 39,432,750 shares of common stock issued and outstanding.

In June 2001, the Company issued an aggregate of 10,000,000 shares of common
stock to founders in exchange for $15,000 of cash, net of costs and fees.

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 offering and extending a rescission offer to
all investors. A total of three investors accepted the rescission offer; the
investors' shares 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.

During the year ended December 31, 2002, the Company received a total of $80,750
in deposits on thirty-seven subscription agreements for the purchase of an
aggregate of 2,018,750 shares of common stock at $0.04 per share. As of December
31, 2002, the Company had received payment in full and had issued the shares
related to these subscriptions.

In September 2002, the Company issued an aggregate of 250,000 shares of common
stock to sophisticated investors for $10,000 of cash, net of costs and fees.

In September 2002, the Company issued an aggregate of 2,500,000 shares of common
stock to consultants in exchange for $50,000 of services rendered, which
approximated the fair value of the shares issued during the period the services
were rendered.

In November 2002, the Company issued an aggregate of 2,926,500 shares of common
stock to consultants in exchange for $58,530 of services rendered, which
approximated the fair value of the shares issued during the period the services
were rendered.

In June 2003, the former majority shareholder sold his 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
shareholder, an individual, was elected president of the Company and the former
majority shareholder resigned from the Company's board of directors.

THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
MARCH 31, 2004
(UNAUDITED)

NOTE B - CAPITAL STOCK (CONTINUED)

In August 2003, the Company issued an aggregate of 3,000,000 shares of common
stock to consultants in exchange for $90,000 of services rendered, which
approximated the fair value of the shares issued during the period the services
were rendered.

In September 2003, the Company issued an aggregate of 800,000 shares of common
stock to consultants in exchange for $48,000 of services rendered, which
approximated the fair value of the shares issued during the period the services
were rendered.

In November 2003, the Company issued an aggregate of 3,000,000 shares of common
stock to consultants in exchange for $120,000 of services rendered, which
approximated the fair value of the shares issued during the period the services
were rendered.

In December 2003, the Company issued an aggregate of 1,200,000 shares of common
stock to consultants in exchange for $36,000 of services rendered, which
approximated the fair value of the shares issued during the period the services
were rendered.

From August to December 2003, the Company issued an aggregate of 13,800,000
shares of common stock to officers and employees for stock options exercised at
a price ranging from $0.02 to $0.06 per share for a total of $377,400 (Note C).
The Company received $250,276 of proceeds, net of costs and fees. Stock
subscription of $59,500 is due to the Company and compensation expenses of
$67,624 were charged to income during the year ended December 31, 2003.

In January 2004, the Company issued an aggregate of 3,000,000 shares of common
stock to consultants in exchange for $60,000 of services rendered, which
approximated the fair value of the shares issued during the period the services
were rendered.

In March 2004, the Company issued an aggregate of 4,000,000 shares of common
stock to consultants in exchange for $200,000 of services rendered, which
approximated the fair value of the shares issued during the period the services
were rendered.

During the three-month period ended March 31, 2004, the Company issued an
aggregate of 33,000,000 shares of common stock to officers and employees for
stock options exercised at a price ranging from $0.01 to $0.02 per share for a
total of $510,000 (Note C). The Company received $414,305 of proceeds, net of
costs and fees, and compensation expense of $95,695 were charged to income
during the period ended March 31, 2004. The Company also received $53,127 of
proceeds for the $59,500 of common stock subscribed in December 2003, the
remaining balance of $6,373 was charged to operations as compensation and
transaction costs during the period ended March 31, 2004.

In February 2004, the Company entered into an LLC Interest Purchase Agreement
("Agreement") with Multitrade Technologies, LLC (Note D). Pursuant to the
Agreement, the Company purchased all of the assets of Multitrade Technologies,
LLC in exchange for 20,000,000 shares of the Company's restricted common stock
valued at $1,000,000. The fair value of the assets acquired approximated $ 0,
and as a result the Company accounted for the $1,000,000 as an acquisition cost
and a charge to operations. As of March 31, 2004, the shares have not been
issued and the Company has accounted the common stock to be issued as stock
subscription payable.

THE JACKSON RIVERS COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
MARCH 31, 2004
(UNAUDITED)

NOTE C - EMPLOYEE STOCK INCENTIVE PLAN

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. In January 2004, Company established the 2004 Employee Stock
Incentive Plan and the maximum number of shares of common stock that may be
awarded or issued under the 2004 Plan is 50,000,000.

The stock option plan provides for the issuance of incentive stock options at an
exercise price approximating 85% of the fair market value of the Company's
common stock on the date of exercise (or 110% of the fair market value of the
common stock on the date of the grant of the option, in the case of significant
stockholders). The maximum life of the options is ten years. During the period
ended March 31, 2004, an aggregate of 33,000,000 options were granted and all
options were exercised on the grant date. There are no stock options outstanding
as of March 31, 2004.

NOTE D - ACQUISITION

In February 2004, the Company and its wholly owned subsidiary, Jackson Rivers
Technologies, Inc., ("JRT") entered into an LLC Interest Purchase Agreement
with Multitrade Technologies LLC, a New York limited liability company ("MTT")
pursuant to which JRT purchased all of the assets of MTT which were related to
MTT's business of software development and the licensing to sell the
software (the "Acquisition").

The Company intends to use the assets purchased in the Acquisition to expand the
Company's customer base and product offerings. MTT has no significant assets
and the total consideration to be paid by the Company in connection with the
Acquisition consisted of 20,000,000 shares of the Company's restricted common
stock valued at $1,000,000. As of March 31, 2004, the 20,000,000 shares have
not been issued and the Company has accounted the shares to be issued as common
stock subscription payable and acquisition costs of $1,000,000 were charged to
operations during the period ended March 31, 2004.

The following summarizes the acquisition of MTT:

20,000,000 shares of common stock to be issued $ 1,000,000
Acquisition costs (1,000,000)
Assets acquired -
Liabilities assumed -
------------
Cash paid $ -
============

In connection with the Agreement to acquire MTT, the Company is obligated to
issue 80,000,000 shares of the Company's restricted common stock to the
Company's President once such shares become available after the Company
increases its authorized shares. As of March 31, 2004, the shares had not been
issued.

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 our
filings 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, our current dependency on Dennis N. Lauzon, our sole
director and executive officer, to continue funding our operations and, to the
extent he should ever become unwilling to do so, our ability to obtain
additional financing from outside investors and/or bank and mezzanine lenders;
and our ability to generate sufficient revenues to cover operating losses and
position us 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. We believe
the information contained in this Form 10-QSB to be accurate as of the date
hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of its public disclosure
practices.

Additionally, the following discussion regarding our 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 our Form 10-KSB for
the fiscal year ended December 31, 2003.

MANAGEMENT'S PLAN OF OPERATION

We were originally organized to provide short-term loans to consumers
wishing to finance funeral arrangements for their deceased loved ones, while
payment of benefits from insurance companies on the lives of the deceased were
pending. Due to a change in control of our company and because of the
difficulty in securing a line of credit or other sources of funding to establish
a loan portfolio large enough to support our operations and return a profit, we
abandoned our plans to pursue short-term financing of funeral arrangements.

We have now entered the business of providing customized information
management systems. We expect to provide innovative solutions for integrating
financial and customer information, managing manufacturing processes, reducing
inventory and standardizing human resource information. We have recently
acquired exclusive distribution rights to a product called STEPS (Straight
Through Enterprise Processing Systems). STEPS is a proprietary Java-based
platform used to create customized information management applications and
information management systems.

We plan to market our business management software development platform
throughout the United States, Mexico and Canada by utilizing various business
software developers, solutions providers and system integrators. Our clients,
the solutions providers, are expected to develop customized business
applications, using our platform for their clients in less time and with fewer
programming, database management, and development resources. We hope to expand
our client base and win market share by offering established experts in the
various business functions such as supply-chain management and customer
relations management to bundle their expertise with our development platform to
deliver highly effective business management applications.

Because we lack capital, an investment in us involves a very high degree of
risk. We are a development stage company and do not presently have any
substantial assets or operating business.

To date, our activities have been limited to organization, business
planning and development, raising capital, and registration of our shares.

Until such time as we have established operations with revenues, Dennis N.
Lauzon, our president, has agreed to provide an office, office equipment and
management without cost to us. We do not have an employment contract with Mr.
Lauzon; however, he has indicated a desire to remain with us for the long term.

FIRST 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 March 31, 2004, we incurred an operating loss of
$1,740,055 and generated no revenues. The loss consists of sales, marketing,
general, and administrative expenses, as well as the cost of acquiring certain
business development and software licenses from Multitrade Technologies LLC, a
New York limited liability company ("MTT"). In consideration of the transfer of
the limited liability company interest in MTT to Jackson Rivers Technologies, a
Nevada corporation and our wholly-owned subsidiary, we agreed to transfer to
Joseph Khan, the sole owner of MTT, 20,000,000 shares of our restricted common
stock once such shares became available after we increase our authorized shares
of common stock. Simultaneously with the execution of the agreement with MTT,
Dennis Lauzon, our president and director, contributed to us all of the issued
and outstanding shares in JRC Global Products, Inc, a Nevada corporation, and
Jackson Rivers Technologies, owned by him. In exchange for all of the shares in
JRC Global Products and Jackson Rivers Technologies, we agree to transfer to Mr.
Lauzon 80,000,000 shares of our common stock, once such shares become available
after we increase the authorized shares of our common stock.

Included in the limited liability company interest purchase was the
obligation by MTT to pay the sum of $20,000.00 monthly to Kisnet Corporation,
Inc. ("Kisnet") As the result of acquisition of the limited liability company
interest in MTT by Jackson Rivers Technologies, Jackson Rivers Technologies will
pay to Kisnet the sum of $20,000.00 monthly for software licensing and software
sales support.

As of March 31, 2004, the 20,000,000 shares have not been issued to Joseph
Khan and we have accounted the shares to be issued as common stock subscription
payable and acquisition costs of $1,000,000 were charged to operations during
the period ended March 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2004, our current assets exceeded current liabilities in the
amount of $86,105. We generated a cash flow deficit from operations of $375,585
for the three months ended March 31, 2004. Cash flow deficits from operating
activities for the three months ended March 31, 2004 is primarily attributable
to the

Company's net loss from operations of $1,740,055 adjusted primarily for
common stock issued to consultants and employees for services of $362,067, and
20 million shares of restricted common stock, valued at $1,000,000, to be issued
in connection with acquisition of MTT.

Cash flow provided from financing activities was $467,432 for the three
months ended March 31, 2004. This was mainly from proceeds received from
officers and employees for stock options exercised during this period. All
proceeds were used for working capital.

As discussed by our accountants in the audited financial statements
included in Item 7 of our Annual Report on Form 10-KSB, our revenue is currently
insufficient to cover its costs and expenses. Dennis Lauzon, our director and
chief executive officer, continues to provide us the funds needed to continue
our development and operations. To the extent our revenue shortfall exceeds this
stockholder's willingness and ability to continue providing us 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, we have
not entered into any negotiations with any third parties to provide such
capital.

While we have raised capital to meet our working capital and financing
needs in the past, additional financing is required in order to meet our current
and projected cash flow deficits from operations and development.

By adjusting our operations and development to the level of capitalization,
management believes we have sufficient capital resources to meet projected cash
flow deficits through the next twelve months . However, if thereafter, we are
not successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations , liquidity and
financial condition.

We anticipate that our current financing strategy of private debt and
equity offerings will meet our anticipated objectives and business operations
for the next 12 months. We will continue to evaluate opportunities for corporate
development. Subject to our ability to obtain adequate financing at the
applicable time, we may enter into definitive agreements on one or more of those
opportunities.

THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS HAVE STATED IN THEIR
REPORT INCLUDED IN THE COMPANY'S DECEMBER 31, 2003 FORM 10-KSB, THAT THE COMPANY
HAS INCURRED OPERATING LOSSES IN THE LAST TWO YEARS, AND THAT THE COMPANY IS
DEPENDENT UPON MANAGEMENT'S ABILITY TO DEVELOP PROFITABLE OPERATIONS. THESE
FACTORS AMONG OTHERS MAY RAISE SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO
CONTINUE AS A GOING CONCERN.

RECENT DEVELOPMENTS

On February 24, 2004, Jackson Rivers Technologies, Inc., a Nevada
corporation and our wholly-owned subsidiary ("Jackson Rivers Technologies")
entered into an LLC Interest Purchase Agreement with Multitrade Technologies
LLC, a New York limited liability company ("MTT") pursuant to which Jackson
Rivers Technologies purchased the limited liability company interest in MTT. We
intend to use the assets purchased from MTT to expand our customer base and
product offerings. In consideration of the transfer of the assets by MTT to
Jackson Rivers Technologies, we agreed to transfer to Joseph 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. Simultaneously with the
execution of the agreement with MTT, Dennis Lauzon, our president and director,
contributed to us all of the issued and outstanding shares in JRC Global
Products, Inc, a Nevada corporation, and Jackson Rivers Technologies, owned by
him. In exchange for all of the shares in JRC Global Products and Jackson Rivers
Technologies, we agree to transfer to Mr. Lauzon 80,000,000 shares of our common
stock, once such shares become available after we increase the authorized shares
of our common stock.

Following the closing of the LLC interest purchase transaction, our
president, Dennis Lauzon, was elected as the chairman of the board of Jackson
Rivers Technologies, responsible for sales and marketing, and Mr. Khan was
elected as a member of the board and its president and chief executive officer,
responsible for product delivery and strategic alliances.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures. As of the end of the
period covered by this Quarterly Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and

chief financial officer, of our disclosure controls and procedures (as defined
in Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

Changes in internal controls over financial reporting. There was no change
in our internal controls, which are included within disclosure controls and
procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

As of the date of this report, we are 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)
10.1* Distribution Agreement for STEPS between Kisnet and MTT.
31.1* Certification of Dennis N. Lauzon, Chief Executive Officer of The Jackson Rivers Company,
pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.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. Sec.1350, as adopted pursuant to Sec.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. Sec.1350, as adopted pursuant to Sec.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. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of
2002

_______________
* Filed herewith.
** Incorporated herein as indicated.

(b) Reports on Form 8-K.

On March 10, 2004, we filed a Current Report on Form 8-K, reporting the
execution of the LLC Interest Purchase Agreement between Jackson Rivers
Technologies, Inc., Joseph Khan and Multitrade Technologies, LLC.

As the acquired assets did not meet the minimum significance tests under
Regulation S-X, financial statements regarding the acquired assets were not
required to be provided.

On May 12, 2004, we filed a Current Report on Form 8-K, reporting the
execution of the amended LLC Interest Purchase Agreement between us, Jackson
Rivers Technologies, Inc., Joseph Khan and Multitrade Technologies, LLC.

As the acquired assets did not meet the minimum significance tests under
Regulation S X, financial statements regarding the acquired assets were not
required to be provided.

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 May 20, 2004.

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