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


                                   FORM 10-KSB

                   (IN ACCORDANCE WITH RULE 15D-2, THIS REPORT
                       CONTAINS ONLY FINANCIAL STATEMENTS
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001)


|X|        ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                   For the fiscal year ended DECEMBER 31, 2001
                                             -------------------

                                                              OR
|_|        TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                          Commission file no. 333-70932
                                         ------------------------


                           THE JACKSON RIVERS COMPANY
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

              FLORIDA                                           62-1210877
--------------------------------------                   -----------------------
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                             IDENTIFICATION NO.)

                     Suite 314, Washington Mutual Bank Tower
                          2401 East Atlantic Boulevard
                          POMPANO BEACH, FLORIDA 33062
            --------------------------------------------------------
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

                                 (954) 782-5006
                       ----------------------------------
                           (ISSUER'S TELEPHONE NUMBER)

                  4045 BAHIA ISLE CIRCLE, WELLINGTON, FL 33467
              ----------------------------------------------------
               (FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED)

           Securities registered under Section 12(b) of the Exchange Act:  None

           Securities registered under Section 12(g) of the Exchange Act:  None

           Check whether the registrant (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) as been subject to such filing requirements for past 90 days.

Yes         X         No
    ---------------      --------------


                                        1

<PAGE>



           Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

           Issuer's revenues for its most recent fiscal year.           $   -0-

           Aggregate market value of the voting and non-voting common equity
held by non- affiliates of the registrant as of May 13, 2002:            $90,750

           Number of shares outstanding of registrant's Common Stock, no par
value, as of May 13, 2002:                                            12,268,750

           Documents incorporated by reference:                         None

                                     PART I

ITEM 1.              DESCRIPTION OF BUSINESS

GENERAL
           The Jackson Rivers Company has been organized to provide short-term
(30 to 90 day) 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 are pending. Loans will be made for financing
funerals, flowers, caskets, and grave markers. We plan to market our program
through smaller, family-owned, independently operated funeral homes, many of
whom want to up-sell consumers on funeral arrangements and memorial property,
but are unable to do so because of their limited financing capabilities. We will
also expand into related types of financing discussed below.

           Typically it takes 30 to 90 days for insurance companies to pay off
on a life insurance policy. We intend to make loans for such limited periods. At
least initially, all loans will be 100% secured by a fully paid-up, effective
life insurance policy on the life of an individual who has already died. Jackson
Rivers will own an assignment of rights to the proceeds of a life insurance
policy on a person who has already died before it lends.

           It is anticipated that loans will range from $1,000 to $15,000, for
periods of one to three months. Under the license we intend to obtain in
Florida, interest will be limited to 30% per year on the first $2,000 of any
loan, 24% per year on the amount between $2,000 and $3,000, and 18% on any
amount between $3,000 and $25,000. The effective rate on a $5,000 loan, for
example, would be 24%, or 2% per month. We will not be permitted to make loans
of more than $25,000 in Florida. By limiting our activity to short-term loans
bearing relatively high interest, secured by insurance policy proceeds, we
believe we can achieve a good return on our loan portfolio.

           In the future, we may make loans for death related expenses without
regard to insurance, such as for pre-need funeral arrangements. In addition, we
may in the future make direct loans to consumers who are referred by
participating funeral directors, who wish to finance funeral arrangements for
their loved ones where no life insurance exists.

           The Jackson Rivers Company was incorporated in Florida in May 2001.
Our executive office is located at Suite 314, Washington Mutual Bank Tower, 2401
East Atlantic Boulevard, Pompano Beach, Florida 33062. The telephone number is
(954) 782-5006. 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 registration of the company's
Shares. We have not yet made any loans, nor even begun to market loans.


                                        2

<PAGE>



MARKETING

           We will seek to market our loans through family owned, smaller,
independently operated funeral homes. We believe many such homes will be
interested in our program, inasmuch as access to financing will permit them to
up-sell consumers on funeral arrangements and memorial property who are unable
to do so because of their limited financing capabilities. We will provide
participating funeral homes with a lending package, so that we can receive
applications by fax, confirm coverage, accept assignment of the insurance
proceeds, confirm the assignment with the insurance company, and fund the loan
within 24 to 48 hours.

           It is anticipated that our loan program will be marketed to funeral
homes by our officers and employees. We believe our loan program will allow
participating funeral directors to up-sell consumers without fear of losing the
sale because of a shortage of available funds or because of "sticker-shock" over
the final price of the arrangements. We may also utilize agents to market our
loans or enlist funeral homes, in which event we will be obliged to pay fees or
commissions with respect to new accounts.

           We do not presently intend to pay commissions to funeral homes in
connection with their placement of Jackson Rivers' loans.

           In the future, we may establish a website with a view to making loans
directly to consumers for death related costs.

           Until our operations are sufficiently established, we will focus our
marketing in Florida, where we are applying for our first license. As our
resources permit, we will then apply for licenses and expand marketing to other
jurisdictions, such as California. In addition to our offices in Florida, we
have access to a marketing office in Burbank, California, a suburb of Los
Angeles. We have not yet conducted any marketing studies in other jurisdictions,
however, nor have we examined the licensing and lending requirements in other
jurisdictions.

           While we have had preliminary discussions with representatives of a
handful of funeral homes in Florida who have indicated interest in learning more
about our loan program, there are no present proposals, arrangements, or
understandings regarding participation by such homes.

LOANS SECURED BY INSURANCE POLICIES

           It is anticipated that our loans will initially range from $1,000 to
$15,000. The amount will be dictated by the cost of the desired funeral
arrangements and the amount of benefits which the customer is entitled to
receive from his or her insurance. Under the license we have applied for in
Florida, loans will be limited to $25,000.

           At least initially, we will lend only after a claim has been
submitted to an insurance carrier and an assignment of benefits has been
executed by the customer and acknowledged by the carrier. We will not process
insurance claims. With respect to loans secured by an insurance policy, we will
not make an independent credit check of the borrower.

           Loans will be required to be repaid out of the proceeds of an
insurance policy which management believes would be forthcoming within 30 to 90
days.

           While all loans will initially be secured by a policy on a person who
is already deceased, it should be noted that insurance companies sometimes
erroneously pay the insured directly, in which event Jackson Rivers would be
obliged to seek payment from the customer. An assignment, even if acknowledged
by the insurance company, does not create a right of action against the insurer
in the event of erroneous payment. Collection direct from customers could
involve litigation expense and bad debt losses.

           For the foreseeable future, Registrant's insurance assignments will
be processed and filed with the borrower's insurance companies by the
Registrant's mid level employees to be hired. In the event any follow up is
required by Mr. Paradiso, he has agreed to provide such services as part of his
duties as a corporate officer without additional compensation, rather than as
corporate attorney. No fees are required to be paid, either to attorneys or to
insurance companies in connection with such assignments.


                                        3

<PAGE>



UNSECURED AND OTHER LOANS

           At such time as we commence lending without the security of an
assignment of insurance proceeds, we will make a limited credit check consistent
with the amount of the loan applied for. Such credit checks will normally be
made through third-party bureaus, and will constitute an additional expense.

           The approval of loans will be undertaken by or under the supervision
of Mr. Paradiso, and by the officers of Jackson Rivers.

           In the future, we may also make loans to funeral homes. In analyzing
loans to funeral homes, we will consider such matters as the home's reputation
and financial and managerial resources; its assets and other financial aspects;
its history of operations, if any, and prospects for the future; the nature of
present and expected competition; the quality and experience of management; and
the potential for growth or expansion. In addition, we will consider factors
deemed to indicate risk or a negative influence on the business; the potential
for profit; the perceived public recognition or acceptance; and other relevant
factors. We will meet personally with the home's management and key personnel as
part of our investigation. We will endeavor to evaluate all the risks incident
to the particular business and its industry, but there can be no assurance that
we will successfully identify and evaluate every eventuality.

LEVERAGE

           Should the market for our loans exceed our resources, we intend to
use monies borrowed from banks and others. Such financing could take the form of
lines of credit, term loans, or the issuance of debt securities. While the use
of borrowed funds could expand the number and amount of loans which we could
make, borrowed funds entail additional costs, including interest, and additional
risks. We have not yet made any arrangements for a line of credit or other
funding.

COMPETITION

           At present, we are aware of one other company, Boca Insurance
Lenders, which specializes in loans to consumers for funeral arrangements in
Florida. We will be competing directly with that company; we will also be
competing with numerous other companies engaged in consumer lending, including
banks, credit unions, and consumer finance companies. In addition, large chain
funeral homes often finance their own sales. Many if not most of such entities
are established companies with substantial resources and experience. No
assurance can be given that we will be able to compete successfully with these
entities.

REGULATION

           The business in which we propose to engage is in the nature of a
consumer loan business, a business which is subject to regulation by virtue of
consumer credit protection laws. Such laws include the federal Truth in Lending
Act and the Equal Credit Opportunity Act, and numerous state laws regulating
consumer credit companies and providing consumer credit protection.

           In Florida, a company such as ours is required to be licensed as a
Consumer Finance Company. Such a license will permit us to solicit, make, and
collect on loans to consumers in Florida in amounts not exceeding $25,000. The
interest that may be charged by a Consumer Finance Company is limited by the
Florida Consumer Finance Act. Under that act, interest is limited to simple
interest at a rate of 30% per year on the first $2,000 of the loan, 24% on that
part of the loan between $2,000 and $3,000, and 18% on any part of the loan
exceeding $3,000 up to $25,000. The Florida Consumer Finance Act also permits
certain loan origination fees and late fees which can enhance the rate of
return.

           To qualify for a license, one must have liquid assets of at least
$25,000, and be able to show good character and lack of any criminal record.
Subject to raising the necessary $25,000 of liquid assets, we do not know of any
circumstances which would be grounds for denial of a license under the Florida
Consumer Finance Act. As a Consumer

                                        4

<PAGE>



Finance Company, we would not be permitted to make loans secured by mortgages on
real estate.

           We will initially apply for a license in Florida, where we will focus
our marketing until our operations are established. A separate license is
required for each place of business. As our resources permit, we will examine
the licensing requirements of California and other jurisdictions, and apply one
by one in such states as would permit implementation of our business plan. Most
states limit the interest which may charged by consumer credit companies.

           As presently constituted, we do not believe Florida's regulations
will have a materially adverse impact on our business. The restrictions imposed
by Florida law may change in the future, and the restrictions in other states
may differ.

EMPLOYEES

           We do not presently have any employees. Mr. Paradiso is engaged in
other business activities, but intends to spend a significant amount of time
administering the company's business.

ITEM 2.              DESCRIPTION OF PROPERTY

           In March 2002, we purchased a desktop computer for $1,696. We do not
presently have any other equipment.

           Our offices are presently co-located in a suite in Pompano Beach,
Florida, which is provided without cost as an accommodation by Mr. Paradiso. Our
officers and directors will initially operate out of their own offices. At such
time as the minimum number of Shares are subscribed for, it is anticipated that
Jackson Rivers will enter into a lease for appropriate office space in the
Pompano Beach area. Until such time as Jackson Rivers has $1,000,000 of monies
on loan or available for lending, Mr. Paradiso has agreed to provide an office,
office equipment, and management without cost to the company. At such time as
the company has $1,000,000 on loan, the company will commence paying rent at
prevailing market rates and other office expenses. Rent will depend on the
amount of space required, but it is anticipated that approximately 1,300 square
feet will be required, for which we can expect to pay approximately $11 per
square foot at prevailing 2002 rates in Pompano Beach.

ITEM 3.              LEGAL PROCEEDINGS

           None

ITEM 4.              SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

           None


                                        5

<PAGE>



                                     PART II

ITEM 5.              MARKET FOR COMMON EQUITY AND RELATED
                     STOCKHOLDER MATTERS

           There is no market for the Company's shares. As of December 31, 2001,
all such shares were held by one individual, Don A. Paradiso. A registration
statement for 70,000,000 shares of the Company's common stock became effective
February 8, 2002, and from the effective date of the registration statement
through March 31, 2002, we sold 1,800,000 shares to 25 investors for a total of
$72,000.

           During the last two fiscal years, no cash dividends have been
declared on Jackson Rivers' common stock and management does not anticipate that
dividends will be paid in the foreseeable future.

           As of March 31, 2002, there were 38 record holders of our common
stock. No cash dividends have been declared on our common stock since inception,
and management does not anticipate that dividends will be paid in the
foreseeable future.

USE OF PROCEEDS FROM SALE OF SECURITIES IN 2002

           The company's registration statement under the Securities Act of 1933
became effective on February 8, 2002 (Securities and Exchange Commission file
no. 333-70932). The registration statement related to 60,000,000 shares of
common stock (par value $.0001 per share) to be offered by the company for
$2,400,000, and 10,000,000 shares to be offered by our president, Don A.
Paradiso, for $400,000. There is no underwriter.

           From the effective date of the registration statement through March
31, 2002, we sold 1,800,000 shares to 25 investors for a total of $72,000.
Because the bank with whom we had talked about serving as escrow agent for
proceeds of the offering pending sale of 15,000,000 shares declined to serve due
to the offering's small size, such funds were deposited in the company's
operating account, and applied to the acquisition of a desktop computer and
payment of certain expenses. As of March 31, 2002, such payments amounted to
$6,300, including professional fees ($1,951), a desktop computer ($1,696), fees
of a stock transfer agent ($930), lending forms ($637), and filing fees and
miscellaneous expenses ($1,086). Except for $540 filing fees, such expenditures
were not directly related to the offering of the company's stock. Most expenses
of the offering, which amounted to $10,843 as of March 31, 2002, were paid by
Mr. Paradiso. Such expenses included legal fees of $7,000, accounting fees of
$1,119, and registration fees and filing services of $2,724. The net proceeds to
the company from the sale of its stock, after deducting the expenses advanced by
Mr. Paradiso, amounted to $61,157 as of March 31, 2002 . No funds were applied
to commissions, finders' fees, or discounts, and no payments were made to any of
our officers, directors, affiliates, or security holders except for the
repayment of loans and reimbursement of expenses. As of March 31, 2002, $63,892
of offering proceeds remained in the company's account. In April 2002, we sold
another 475,000 shares to 12 investors for $19,000.

           This application of proceeds constituted a change from the uses
contemplated by the company's prospectus in that the proceeds were not placed in
escrow, were released before 15,000,000 shares had been subscribed for, and were
not used for loans and salaries. Because of such deviation from the terms of the
prospectus, we intend to extend a written offer to rescind the investments of
all investors as soon as we know whether the private investor(s) referred to in
the next paragraph is going to make the investment indicated. In the event such
rescission offer were to be accepted by one or more investors, we would have a
liability to such investors in an amount of up to $99,000.

           We are in discussions with one or more private investors who have
expressed interest in acquiring most or all of the shares being offered. We will
not sell any of our stock pursuant to the registration statement, however,
unless prior to July 5, 2002 a minimum of 15,000,000 shares are subscribed for.
If 15,000,000 shares are subscribed for, we will release such funds to the
company for operations.

           If such negotiations are not successfully concluded before July 5,
2002, we will file a post-effective amendment to our registration statement with
the Securities and

                                        6

<PAGE>



Exchange Commission. Such amendment would eliminate the requirement for a
minimum number of shares to be sold, and reduce the minimum investment to $250.
The requirement that all proceeds be placed in escrow pending sale of the
minimum number of shares would also be eliminated.

ITEM 6.              MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                     PLAN OF OPERATION

           Much of the discussion in this Item 2 is "forward looking" as that
term is used in Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. 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 registration statement with the Securities
and Exchange Commission.

MANAGEMENT'S PLAN OF OPERATION

           If 15,000,000 shares are subscribed for before July 5, 2002, we
would have approximately $580,000 with which to pay salaries, commence
marketing, and make loans. All such funds would be deposited in our operating
account. Our initial efforts will focus on marketing loans through smaller,
independently owned funeral homes in Florida. We will commence marketing as soon
as the minimum number of shares are subscribed for.

           If the 15,000,000 shares (and no more) were subscribed for, it is
anticipated that first year expenses would include $100,000 for salaries (about
one-third for a clerk and two-thirds for a manager). After repaying Mr. Paradiso
the $20,000 and any other monies advanced by him for the offering, and setting
aside monies for first year salaries and expenses, we would have approximately
$473,000 with which to make loans. We intend to charge the maximum interest
permitted by Florida law, so that, fully loaned out, our loans should generate
approximately $113,000 of interest (assuming loans average $5,000 each, with an
average interest rate of 24%). Actual returns may be less on account of
delinquencies; we do not have the experience on which to base an estimate, but
because such loans will be secured, we do not expect bad debt to exceed 1%.
Management believes it can operate on such cash flow for the immediate future,
but unless revenues exceed expenses, which is not projected unless more than the
minimum number of shares are sold, the company would not have sufficient
revenues to fund growth, in which event any growth would be dependent on
additional financing. There can be no assurance such financing would be
available on acceptable terms. (Since salaries etc. are being paid out of the
proceeds of the offering, at least a part of these revenues can be added to
working capital for loans, increasing interest income in the second year.)

           If 15,000,000 shares are not subscribed for before July 5, 2002, we
will file an amendment to our registration statement eliminating the requirement
that offering proceeds be escrowed until 15,000,000 shares are sold, so that all
monies received will be immediately available for company operations. Jackson
Rivers will have no interest in the proceeds from sale of shares, if any, by the
selling stockholder.

           The cost of preparing and filing a post effective amendment to our
registration statement is expected to be in the neighborhood of $6,000. Mr.
Paradiso has agreed to advance such additional funds as may be required for the
offering, with all such funds being repaid when and only if the minimum number
of shares are sold.

           Until such time as Jackson Rivers has $1,000,000 of monies on loan or
available for lending, Mr. Paradiso has agreed to provide an office, office
equipment, and management without cost to the company. Until that time, no
salary or expenses incurred on behalf of the company by Mr. Paradiso will be
paid or accrued (except for offering expenses advanced by him). After the
company has $1,000,000 in working capital on hand for lending activities, Mr.
Paradiso will commence receiving a salary at the rate of $96,000 per year for
the balance of 2002 and $156,000 commencing in 2003

                                        7

<PAGE>



or such later time as Jackson Rivers has $2,000,000 in working capital on hand
for lending activities. At such time as the company has $1,000,000 on loan, the
company will also commence paying rent at prevailing market rates and other
office expenses. Rent will depend on the amount of space required, but it is
anticipated that approximately 1,300 square feet will be required, for which we
can expect to pay approximately $11 per square foot at prevailing 2002 rates in
Pompano Beach.

            As soon as funds permit, we will seek to employ additional employees
for marketing, bookkeeping, and clerical functions. Initially we would
contemplate hiring two employees (a clerk and a manager); if all the shares
offered by Jackson Rivers were sold, we would employ a vice president and
several additional employees, and expand operations into several additional
states. The bulk of such funds, however, would be used for additional loans. For
the immediate future, we will defer hiring additional employees, and rely on the
services of our founder, Mr. Paradiso.

           The funds heretofore raised are not sufficient to inaugurate full
operations, and if we do not sell 15,000,000 shares before June 30, 2002, and
there is a significant delay in effecting an amendment to our registration
statement, there can be no assurance that the company could proceed without
alternative financing. We do not have any arrangements for such investment, and
there can be no assurance that such financing would be available, or if
available, that it would be available on terms deemed acceptable to us. Because
of such lack of capital and other reasons, an investment in our company involves
a very high degree of risk.

           It is not expected that we will require any equipment other than our
computer and normal office equipment, for which we have budgeted $5,000. We will
also require forms and printing, for which we have budgeted $5,000-$10,000. We
do not initially intend to advertise, but may in the future place advertisements
in industry publications and other print media.

           Except for the $64,569 in our account as of March 31, 2002, from the
sale of stock, we do not have any funds or capital resources, nor do we have any
commitments for loans or lines of credit. It is anticipated we would have to
have at least $600,000 of equity for lending in order to break even.

           As funds permit, we would anticipate employing additional personnel
(an additional officer, one or two additional bookkeepers, and an additional
salesman). We will also seek to establish operations in one or more additional
states. In the event we are unable to place all such funds in loans, unloaned
funds will be invested in one or more money market funds or other short-term,
interest-bearing securities, which are not expected to provide the same returns
as the loans contemplated by Jackson Rivers.

           We will commence making loans on a test basis in the fall of 2002,
and if initial marketing is successful, we believe we will be able to raise
additional financing, but as pointed out above, there can be no assurance that
such financing will be available. If we are successful in selling 15,000,000
shares by July 5, 2002, we believe we could become operational by late August
2002.

FISCAL YEAR COSTS AND CHANGES IN FINANCIAL CONDITION

           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. Losses from inception (May 8, 2001) through December 31, 2001,
amounted to $14,482. Such losses primarily reflect the costs of organizing the
company and of preparing and filing our registration statement with the
Securities and Exchange Commission.

           The company's assets decreased from $3,557 on October 31, 2001, to
$677 on December 31, 2001. This decrease reflected the costs of organizing our
company and filing our registration statement.


                                        8

<PAGE>



ITEM 7.              FINANCIAL STATEMENTS

           The following financial statements are filed with this Form 10-KSB:

                                                                           PAGE

Accountant's Report                                                         F-1
Balance Sheets as of December 31, 2001 (audited)                            F-2
Statement of Operations for periods ending December 31, 2001 (audited)      F-3
Statement of Changes in Stockholders' Equity                                F-4
Statement of Cash Flows                                                     F-5
Notes to Financial Statements                                               F-6






                                        9







<PAGE>





INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholder,
    The Jackson Rivers Company
Pompano Beach, Florida

We have audited the accompanying balance sheet of The Jackson Rivers Company (a
Florida corporation and a development stage company) as of December 31, 2001 and
the related statement of operations, changes in stockholder's equity, and cash
flows for the period from inception, May 8, 2001, through December 31, 2001.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Jackson Rivers Company as
of December 31, 2001 and the results of its operations and its cash flows for
the period from inception, May 8, 2001, through December 31, 2001, in conformity
with accounting principles generally accepted in the United States of America.


                                                                MICHAELSON & CO.
West Palm Beach, FL
April 1, 2002



                                       F-1

<PAGE>

<TABLE>
<CAPTION>



                           THE JACKSON RIVERS COMPANY
                          (A Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2001
                       (See Independent Auditor's Report)






                               ASSETS


CURRENT ASSETS:
<S>                                                                    <C>
  Cash                                                                 $    677
                                                                       --------

TOTAL ASSETS                                                                677
                                                                       ========


                LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
   Accrued Expenses                                                         159

STOCKHOLDER'S EQUITY:
  Common stock; $.001 par value, 100,000,000 shares authorized           10,000
       10,000,000 shares issued and outstanding
   Additional Paid-in Capital                                             5,000
  (Deficit) accumulated during the development stage                    (14,482)
                                                                       --------
              Total Stockholder's Equity                                    518
                                                                       --------

TOTAL LIABILITIES AND STOCKHOLDER'S
   EQUITY                                                              $    677
                                                                       ========

</TABLE>







               See Accompanying Summary of Accounting Policies and
                         Notes to Financial Statements




                                      F-2
<PAGE>

<TABLE>
<CAPTION>



                           THE JACKSON RIVERS COMPANY
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
               FOR THE PERIOD FROM INCEPTION, MAY 8, 2001 THROUGH
              DECEMBER 31, 2001 (See Independent Auditor's Report)





REVENUES:
<S>                                                                <C>
    Income                                                         $       --
                                                                   ------------


GENERAL AND ADMINISTRATIVE EXPENSES:
   Corporate Expense                                                        227
   Professional Fees                                                     11,650
   SEC Filing Services                                                    2,184
   Licenses, Permits and Fees                                               268
   Miscellaneous Expenses                                                   153
                                                                   ------------

          Total Expenses                                                 14,482
                                                                   ------------

NET (LOSS)                                                         $    (14,482)
                                                                   ============


(LOSS) PER SHARE DATA:
  BASIC AND DILUTED                                                $     (0.001)
                                                                   ============



  Weighted average shares outstanding - basic                        10,000,000
                                                                   ============


</TABLE>







               See Accompanying Summary of Accounting Policies and
                         Notes to Financial Statements





                                      F-3
<PAGE>
<TABLE>
<CAPTION>


                           THE JACKSON RIVERS COMPANY
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
               FOR THE PERIOD FROM INCEPTION, MAY 8, 2001 THROUGH
              DECEMBER 31, 2001 (See Independent Auditor's Report)







                                                                                (DEFICIT)
                                                                               ACCUMULATED
                                                                               DURING THE
                                             COMMON STOCK          PAID IN    DEVELOPMENT
                                         SHARES        AMOUNT      CAPITAL       STAGE         TOTAL
                                       -------------------------------------------------------------
<S>                                   <C>          <C>          <C>           <C>           <C>
BALANCE AT MAY 8, 2001                       --     $     --     $     --     $     --      $     --


Issuance of common stock in exchange   10,000,000       10,000        5,000         --          15,000
   for cash, June 11, 2001

Net (loss)                                   --           --           --        (14,482)      (14,482)
                                       ----------   ----------   ----------   ----------    ----------


BALANCE AT DECEMBER 31, 2001           10,000,000   $   10,000   $    5,000   $  (14,482)   $      518
                                       ==========   ==========   ==========   ==========    ==========

</TABLE>









               See Accompanying Summary of Accounting Policies and
                         Notes to Financial Statements



                                      F-4
<PAGE>


<TABLE>
<CAPTION>



                           THE JACKSON RIVERS COMPANY
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
               FOR THE PERIOD FROM INCEPTION, MAY 8, 2001 THROUGH
              DECEMBER 31, 2001 (See Independent Auditor's Report)








CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                           <C>
Net (Loss)                                                    $(14,482)

Adjustments to reconcile net (loss) to net cash
  (used in) operating activities:
  Increase in accrued expenses                                     159
                                                              --------

  NET CASH (USED IN) OPERATING ACTIVITIES                      (14,323)
                                                              --------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Increase in additional paid-in capital                         5,000
  Increase in common stock                                      10,000
                                                              --------

  NET CASH PROVIDED BY FINANCING
    ACTIVITIES                                                  15,000
                                                              --------

NET INCREASE IN CASH                                               677

CASH AT BEGINNING OF PERIOD                                       --
                                                              --------

CASH AT END OF PERIOD                                         $    677
                                                              ========
</TABLE>









              See Accompanying Summary of Accounting Policies and
                         Notes to Financial Statements




                                      F-5
<PAGE>



                           THE JACKSON RIVERS COMPANY
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
      FOR THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH DECEMBER 31, 2001
                       (See Independent Auditor's Report)





1.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

           ORGANIZATION:

           The Jackson Rivers Company ("the Company") is a development stage
           enterprise incorporated under the laws of the State of Florida in May
           2001. The Company's offices are in Pompano Beach, Florida, its only
           location.

           The Jackson Rivers Company does not presently conduct business
           operations.

           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 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 period presented, the Company did not have a
           complex capital structure.









                                      F-6
<PAGE>

                           THE JACKSON RIVERS COMPANY
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
      FOR THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH DECEMBER 31, 2001
                       (See Independent Auditor's Report)




2.         RESTRICTED STOCK:

           In June, 2001, the Company reserved 10,000,000 common capital voting
           shares of the Corporation for future use in employee stock options
           plans, or for such other purposes as may be determined from time to
           time by the Board of Directors of the Corporation. As of December 31,
           2001, the Company had not adopted any stock option plan nor had it
           issued any such shares for other purposes.


3.         DEVELOPMENT STAGE OPERATIONS:

           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. As of
           December 31, 2001, the Company had one shareholder.



















                                      F-7
<PAGE>




ITEM 8.              CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                     AND FINANCIAL DISCLOSURE

           None


                                    PART III

ITEM 9.              DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                     PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

           Jackson Rivers' officers and sole director are as follows:

       NAME                  AGE          POSITION
  Don A. Paradiso             44          President, Treasurer and Secretary ,
                                             Director
  William Gary Jellum         52          Vice President

           Don Paradiso has been our president and a director since the
company's inception, and may be considered its founder or "promoter". Mr.
Paradiso also serves as president of Royal Casket Distribution Corporation,
which he founded in February 2001. In addition to his other activities, he is a
practicing attorney in Pompano Beach, Florida, where he has specialized in
commercial litigation, lending and workouts, and securities law issues, as well
as mergers, acquisitions, and corporate governance matters since 1994. He is a
member of the bar of New York, as well as Florida. From 1992 until 1994, Mr.
Paradiso served as Counsel to the National Workers Compensation Insurance
Assigned Risk Pools in Boca Raton, Florida. From 1989 until 1992, Mr. Paradiso
was General Counsel of Globe Security Systems, a security guard company based in
Boca Raton, Florida which operated nationwide. From 1987 until 1989, Mr.
Paradiso served as Regional Counsel for Commercial Litigation for Xerox
Corporation in Stamford, Connecticut. From 1982 until 1987, he served as a
Special Assistant United States Attorney for the Eastern District of New York in
Brooklyn, New York. In this capacity, he litigated civil cases involving loans
by various governmental agencies including the U.S. Small Business
Administration and the Economic Development Agency, and tax claims for the
Internal Revenue Service. In 1994, he founded the law firm of Don A. Paradiso, P
..A. He is counsel to several corporations which trade on the NASDAQ stock
exchange. Mr. Paradiso has a Bachelor of Arts degree in Political Science from
Wake Forest University in Winston-Salem, North Carolina, and a Juris Doctor
degree from Pepperdine University in Malibu, California. Mr. Paradiso has filed
for personal bankruptcy from which he was discharged in 1995.

           William Gary Jellum has been a vice president of the company since
June, 2001. Mr. Jellum is a human resources and employment consultant, and has
operated independently since 1991. From 1989 until 1991, he served as Director
of Human Resources at Globe Security Systems in Boca Raton, Florida. Mr. Jellum
is a former Secretary of the Deerfield Beach, Florida, Chamber of Commerce, and
is active in a variety of organizations in his field of expertise. Mr. Jellum
received an A.B. degree from Brock University in 1971 and an M.A. degree in
Labor Relations from Humber College. Mr. Jellum has filed for personal
bankruptcy from which he was discharged in 1996. He attended one year of law
school at Carleton University in Ottawa.

           Neither Mr. Paradiso nor Mr. Jellum has been involved in any
bankruptcy petition filed by or against any business or which he was a general
partner or executive officer at the time of the bankruptcy or within two years
prior, nor has either Mr. Paradiso or Mr. Jellum been convicted of any offense
(not including minor traffic violations) and neither is presently the subject of
any pending criminal proceeding. Neither such person has been the subject of any
court order, judgment , or decree enjoining or otherwise limiting his
involvement in any type of business, securities, or banking activities, and
neither has been found by any court in any civil action, by the Securities and
Exchange Commission, or by

                                       10

<PAGE>



the Commodities Futures Trading Commission to have violated any fedearal or
state securities or commodities law.

           Neither our president, Don Paradiso, nor any other affiliate of the
company has organized a credit company in the past, nor has any member of
management any experience in the funeral industry.

           Mr. Paradiso intends to devote between five and 20 hours a month to
Jackson Rivers' affairs until such time as it becomes operational, at which time
he intends to devote full time to the company.

           There are no family relationships between any of our executive
officers and/or directors.


ITEM 10.             EXECUTIVE COMPENSATION

           None of our officers or directors received any compensation for
services from our date of inception (March 8, 2001) to December 31, 2001. They
have agreed to act without compensation until operations have commenced.


ITEM 11.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                   MANAGEMENT AND RELATED STOCKHOLDER MATTERS

           The following table sets forth information, as of December 31, 2001,
with respect to the beneficial ownership of our common stock by each person
known by us to be the beneficial owner of more than five percent of the
outstanding common stock and by our directors and officers, both individually
and as a group:

                                             SHARES OWNED
                                             BENEFICIALLY        PERCENT OF
  NAME                                       AND OF RECORD         CLASS(1)
  ----                                       -------------       ----------
 Don A. Paradiso(2)                           10,000,000            100%
 Washington Mutual Bank Tower (ste. 314)
 2401 East Atlantic Boulevard
 Pompano Beach, FL 33062

  All Officers and Directors
                     (1 person)               10,000,000            100%

     (1)   Under the registration statement which became effective February 8,
           2002, Mr. Paradiso's shares will be offered for sale to the public
           after the 60,000,000 Shares being sold by the company have been fully
           subscribed for. If the 60,000,000 shares being offered by the company
           are sold, but none of Mr. Paradiso's shares are sold, he would
           continue to own 14% of Jackson Rivers' outstanding stock.
     (2)   Mr. Paradiso is Jackson Rivers' founder and promoter.


ITEM 12.             CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INITIAL STOCK TRANSACTIONS

           Incident to Jackson Rivers' organization and initial financing,
10,000,000 shares of common stock were issued to Don Paradiso, our company's
president and organizer, for $15,000 ($.0015 per share). At the time of such
issuance, Jackson Rivers had no other stockholders.


                                       11

<PAGE>



LOANS BY MANAGEMENT

           During the period ended December 31, 2001, Mr. Paradiso loaned the
company $10,843 to cover expenses incident to the company's registration
statement under the Securities Act of 1933, all of which had been repaid as
of December 31, 2001. Mr. Paradiso has agreed to lend such other monies as may
be required for the offering. Such loans will be repayable, without interest, at
such time as the minimum number of Shares have been subscribed for and the
escrowed funds have been released.

LEGAL REPRESENTATION

           Mr. Paradiso may from time to time render legal services to Jackson
Rivers, for which he may be paid in addition to his regular salary. He provided
the legal opinion with respect to the validity of the Shares to be sold pursuant
to the company's stock offering.


ITEM 13.             EXHIBITS AND REPORTS ON FORM 8-K

INDEX TO EXHIBITS

3          Corporate documents
           (i) Articles of Incorporation filed May 8, 2001 (incorporated by
               reference to Exhibit A filed with Form SB-2 October 4, 2001)
           (ii) Bylaws (incorporated by reference to Exhibit 3(ii) filed with
               Form SB-2 October 4, 2001)
(23)       Consent of experts and counsel
           (i) Consent of Michaelson & Co., certified public accountants (filed
               with this report, page F-1)

REPORTS ON FORM 8-K

           There have been no reports filed on Form 8-K during the period
covered by this report.


                                   SIGNATURES

           In accordance with Section 13 or 15(d) 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
                                                 (Registrant)

Date          JUNE 27, 2002              By    /S/ DON A. PARADISO
     ----------------------------              ------------------------------
                                               Don A. Paradiso, President


           In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
oand on the dates indicated.

Date       JUNE 27, 2002                   By    /S/ DON A. PARADISO
     --------------------------                ------------------------------
                                                Don A. Paradiso, President and
                                                principal financial officer


Date       JUNE 27, 2002                   By    /S/ DON A. PARADISO
     --------------------------                ------------------------------
                                               Don A. Paradiso, Director



                                       12

<PAGE>