SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              ----------------------------------------------------

                                   FORM 10-KSB
(Mark One)

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM

                         COMMISSION FILE NO.  333-70932

                           THE JACKSON RIVERS COMPANY
               (Exact name of issuer as specified in its charter)

                  FLORIDA                               65-1102865
       (State or other jurisdiction                  (I.R.S. Employer
     of incorporation or organization)              Identification No.)

27 RADIO CIRCLE DRIVE, MOUNT KISCO, NEW YORK              10549
  (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (619)-615-4242

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

Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK, PAR
                                                               VALUE $0.00001
                                                               PER SHARE
                                                               (Title of class)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  twelve  months  (or  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 [ ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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]

State issuer's revenues for its most recent fiscal year: $40,700

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was last sold, or the average bid and asked price of such common equity,
as  of  April  11,  2005:  $57,872.


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<PAGE>
     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common  stock  as  of April 11, 2005:  741,732,720 shares of common
stock.

     Documents incorporated by reference: None.

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


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<PAGE>
<TABLE>
<CAPTION>
                                                   TABLE OF CONTENTS

<S>       <C>                                                                                            <C>
Item 1.   Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 2.   Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . .   9
Item 5.   Market for Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . . . . .  10
Item 6.   Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . . . . . . . .  11
Item 7.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
Item 8.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . .  17
Item 8A.  Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
Item 8B   Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of
          the Exchange Act.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
          Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
Item 12.  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . .  22
Item 13.  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
Item 14.  Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
</TABLE>


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<PAGE>
                                     PART I

ITEM 1.     BUSINESS.

COMPANY OVERVIEW

     The  Jackson  Rivers Company was incorporated on May 8, 2001 under the laws
of the State of Florida. We were a "development stage enterprise" (as defined in
statement  of  Financial  Accounting  Standards No. 7) until September 30, 2004.
Beginning  in  2004,  we  entered  the  business  of  developing  and  providing
customized  information  management  systems.  In 2005, JRC Global Products, our
wholly-owned  subsidiary,  has  begun  to  market hair extension and replacement
systems.

     On February 23, 2004, Mr. Lauzon contributed to us all of his shares in JRC
Global  Products,  Inc.  as  a  contribution  to  our  capital.

     In  a  current  report  on  Form 8-K filed with the Commission on March 10,
2004,  we reported that on February 24, 2004, Jackson Rivers Technologies, Inc.,
("JRT"),  a  Nevada corporation and our wholly-owned subsidiary, entered into an
LLC  Interest  Purchase  Agreement  with Multitrade Technologies LLC, a New York
limited liability company ("MTT") and MTT's sole owner, Joseph Khan, 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.

     On  May 12, 2004, we filed with the Commission an amended Current Report on
Form  8-K/A,  announcing  amendments to the LLC Interest Purchase Agreement with
MTT and Joseph Khan, to be made effective as of February 24, 2004.  We filed the
amended  LLC  Interest  Purchase  Agreement as an exhibit to our amended current
report,  filed  with  the  Commission  on  May  12,  2004.

     On  June  23,  2004,  we  announced  that  our  board of directors formally
rescinded  the previously announced amended LLC Interest Purchase Agreement with
MTT  and Joseph Khan, dated February 24, 2004.  The rescission was the result of
our  board's  decision that the LLC interest purchase transaction, as originally
planned,  was  not  in  the  best  interests  of  us  and  our  stockholders.

     In  lieu of purchasing the LLC interest from MTT, we and JRT entered into a
Technology  License  Agreement with MTT, effective February 24, 2004, whereby we
now  have  the exclusive, worldwide sublicense to commercialize certain software
technologies  from  MTT.  MTT  is currently licensing the software technologies,
which  are  the  subject  of  the  Technology  License  Agreement  from  Kisnet
Corporation.  The  Technology  License  Agreement  between  MTT,  JRT and us was
attached as an exhibit to the amended current reports, which were filed with the
Commission  on  June  23,  2004  and  June  28,  2004.

     On  June  23,  2004,  our  board  of  directors also formally rescinded its
previously  announced  plans  to  issue 80,000,000 shares of our common stock to
Dennis  Lauzon  in  exchange  for  the  contribution by Mr. Lauzon of all of the
issued  and  outstanding  shares  in  JRC Global Products, Inc., and JRT, Nevada
corporations, owned by him.  We will still accept the contribution of all of Mr.
Lauzon's  issued  and  outstanding shares in JRC Global Products, Inc. and JRT.,
but  no  shares  of  our stock will be issued to Mr. Lauzon in consideration for
such  contribution.  Instead,  we  will  pay  Mr.  Dennis Lauzon a one-time cash
payment  of $50,000 as consideration for Mr. Lauzon's contribution of all of the
issued and outstanding shares in the two companies, owned by him and negotiating
the  Technology License Agreement between MTT, us and JRT. In December 2004, Mr.
Lauzon  released  our  obligation  of  the $50,000 cash payments pursuant to the
Technology  License  Agreement  with  MTT.

     Mr.  Joseph  Khan  resigned  as  our  director effective December 23, 2004.

     Effective  August  3,  2004,  we  amended  our articles of incorporation to
increase  the  number of our authorized shares of common stock to 1,980,000,000,
to  authorize  200,000,000  shares of preferred stock; to authorize our board of
directors  to  determine,  in  whole  or part, the preferences, limitations, and
relative rights, of classes or series of shares, as provided in Section 607.0602
of  the  Florida  Statutes;  and  to  reduce  our  quorum


<PAGE>
requirements  for  stockholder  meetings  from  the majority to one-third of the
total  shares  entitled  to  be  cast  at  such  meeting.

     Effective  October  18,  2004,  we  designated  10,000,000  shares  of  our
preferred  stock  as  the  Series A Preferred Stock.  Each share of the series A
preferred  stock  is  convertible into 1,000 shares of our common stock.  On all
matters  submitted  to  a vote of our security holders, a holder of the Series A
Preferred Stock is entitled to the number of votes equal to the number of shares
of  the  Series  A  Preferred  Stock  held  by  such holder multiplied by 2,000.

     Effective  October  18,  2004,  we also designated 10,000,000 shares of our
preferred  stock  as  the  Series B Preferred Stock.  Each share of the Series B
Preferred  Stock  shall  be  convertible  into  shares  of  the  Common Stock in
accordance  with  the  Per Share Conversion Price as specified herein.  The "Per
Share  Conversion  Price" means 80 percent of the OTCBB, (or such other exchange
or  market  on which the Common Stock is then listed, if the Common Stock is not
listed  on  the  OTCBB) five-day average closing bid price for each share of the
Common  Stock for the five days prior to the date of the conversion.  The number
of  underlying  shares  of  the Common Stock issuable upon any conversion of the
shares  of the Series B Preferred Stock is calculated by dividing the product of
the  number of shares of the Series B Preferred Stock to be converted multiplied
by  the  par value of the Series B Preferred Stock ($0.001 per share) by the Per
Share  Conversion  Price.  The  holders  of the Series B Preferred Stock have no
voting  rights  on  any  matter  submitted  to  our shareholders for their vote,
waiver,  release  or  other  action

     Effective  November  22, 2004, we implemented a reverse split of our issued
and  outstanding  common  stock,  on the basis of one thousand pre-consolidation
shares  for each one post-consolidation share.  We also changed the par value of
our  common  and  preferred  stock  from $0.001 per share to $0.00001 per share.

     Jackson Rivers Technologies and Strategic Healthcare Systems (SHS) signed a
Letter  of  Intent  in the fourth quarter of 2004 to jointly construct a Medical
Practice  Management System (MPMS), which we planned to market as Evolve Medical
Solutions.  Construction  of  the  system  began immediately after the Letter of
Intent  was signed and news was announced.  Financial terms were never finalized
and,  therefore,  the  project  is  currently  on  hold.

CURRENT BUSINESS PLAN

     Our  current  purpose  is  to  seek, investigate and, if such investigation
warrants,  acquire  an  interest  in  business  opportunities presented to us by
persons  or  firms  who  or  which  desire to seek the perceived advantages of a
corporation  which  is  registered under the Securities Exchange Act of 1934, as
amended.  We  do  not  restrict our search to any specific business; industry or
geographical  location and we may participate in a business venture of virtually
any  kind  or  nature.

     We  may  seek  a  business  opportunity  with  entities which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to  raise additional capital in order to expand into new products or markets, to
develop  a  new  product  or  service  or  for other corporate purposes.  We may
acquire  assets and establish wholly owned subsidiaries in various businesses or
acquire  existing  businesses  as  subsidiaries.

     As  part  of our investigation of potential merger candidates, our officers
and  directors will meet personally with management and key personnel, may visit
and  inspect material facilities, obtain independent analysis or verification of
certain  information  provided, check references of management and key personnel
and take other reasonable investigative measures, to the extent of our financial
resources  and  management  expertise.  The manner in which we participate in an
opportunity  will  depend on the nature of the opportunity, the respective needs
and  desires  of  us  and  other parties, the management of the opportunity, our
relative  negotiation  strength  and  that  of  the  other  management.

     We  intend  to  concentrate on identifying preliminary prospective business
opportunities  that may be brought to our attention through present associations
of our officers and directors, or by our stockholders.  In analyzing prospective
business  opportunities,  we  will  consider  such  matters  as  the  available
technical,  financial  and  managerial  resources;  working  capital  and  other
financial requirements; history of operations, if any; prospects for the future;
nature  of  present  and  expected  competition;  the  quality and experience of
management  services  which


                                        2
<PAGE>
may  be  available  and  the depth of that management; the potential for further
research,  development or exploration; specific risk factors not now foreseeable
but  which  then  may  be  anticipated  to  impact  our proposed activities; the
potential  for  growth  or  expansion;  the  potential for profit; the perceived
public  recognition  or  acceptance  of  products,  services  or  trades;  name
identification;  and  other  relevant  factors.

     Our  officers  and  directors  will meet personally with management and key
personnel  of  the business opportunity as part of their investigation.  We will
not  acquire  or  merge  with any company for which audited financial statements
cannot  be  obtained  within  a  reasonable  period of time after closing of the
proposed  transaction,  as  required  by  the  Exchange  Act.

     We  will  not  restrict  our  search to any specific kind of firms, but may
acquire  a  venture  which  is in its preliminary or development stage, which is
already  in  operation,  or  which  is in essentially any stage of its corporate
life.  It  is  impossible  to predict at this time the status of any business in
which  we  may become engaged, in that such business may need to seek additional
capital,  may  desire  to  have  its  shares  publicly  traded or may seek other
perceived  advantages  which  we  may  offer.

KEY PERSONNEL

     Our  future financial success depends to a large degree upon the efforts of
Mr.  Dennis  N.  Lauzon,  our key officer and director.  Mr. Lauzon has played a
major  role  in developing and executing our business strategy.  The loss of Mr.
Lauzon  could  have  an  adverse  effect  on  our  business  and our chances for
profitable  operations.  While  we  intend  to  employ additional management and
marketing  personnel  in  order to minimize the critical dependency upon any one
person,  there  can be no assurance that we will be successful in attracting and
retaining  the persons needed.  If we do not succeed in retaining and motivating
our  current  employees  and attracting new high quality employees, our business
could  be  adversely affected.  We do not maintain key man life insurance on the
life  of  Mr.  Lauzon.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL

     Our future operating results may vary significantly from quarter to quarter
due  to  a  variety  of  factors,  many  of  which are outside our control.  Our
anticipated  expense  levels  are  based,  in  part,  on our estimates of future
revenues and may vary from our projections.  We may be unable to adjust spending
rapidly  enough  to  compensate  for  any  unexpected  revenues  shortfall.
Accordingly,  any  significant  shortfall in revenues in relation to our planned
expenditures  would materially adversely affect our business, operating results,
and  financial  condition.

     We  cannot  predict  with  certainty  our  revenues  and operating results.
Further,  we  believe that period-to-period comparisons of our operating results
are  not  necessarily  a  meaningful  indication  of  future  performance.

CORPORATE OFFICES

     Our  executive  office is located at 27 Radio Circle, Mount Kisco, New York
10549.  The  number  to  call  for  information  is  (619)  615-4242.

RECENT EVENTS

     Effective  January  31,  2005,  we amended our articles of incorporation to
authorize  5,000,000,000  shares  of common stock, par value $0.00001 per share,
and  1,000,000,000  shares  of  preferred  stock,  par value $0.00001 per share.

     Effective  February  1,  2005, we implemented a reverse split of our issued
and  outstanding  common  stock on the basis of one post-consolidation share for
each  2,000  pre-consolidation  shares.


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<PAGE>
EMPLOYEES

     We have four full-time employees and one part-time employee as of March 31,
2005.  As  we  grow,  we  will  need  to attract an unknown number of additional
qualified employees.  Although we have experienced no work stoppages and believe
our  relationships  with  our  employees  are  good, we could be unsuccessful in
attracting  and  retaining  the  persons  needed.  None  of  our  employees  are
currently  represented  by  a  labor union.  We expect to have a ready source of
available  labor  to  support  our  growth.

MARKETS AND MARKETING

     In 2004, we worked in conjunction with our technical and marketing teams on
defining,  refining  and attempting to market our enterprise management software
development  platform throughout the United States, Mexico and Canada.  This was
a  collaborative  undertaking  which  included  the input and hands-on effort of
various  business  software  developers,  solutions  providers  and  system
integrators.  Our  clients,  the  solutions  providers,  are expected to develop
customized business applications, using the STEPS(TM) platform for their clients
in  less  time  and with fewer programming, database management, and development
resources.  Our  experience  has been that due to the software's highly advanced
structure  and being a new software solution, it has been difficult to establish
a  customer  base.  We hope to expand our client base and to win market share by
enabling  established  experts invarious 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.

     On  February  1,  2005,  JRC  Global  Products  announced  the  hiring of a
President  and  Vice President to market and distribute the Raphael Basante Hair
Systems'  line  of  hair  products  and  services.  JRC  Global  Products  has
established  a  business  entity  in  New  Jersey  and will be doing business as
Raphael  Basante  Hair  Systems.  The  patented  hair  extension and replacement
systems  will  be  marketed  to the general salon market, distributors and salon
professionals.  Training  seminars  to use the system will be offered worldwide.
Our  first scheduled tradeshow will be in April at the International Beauty Show
in  New  York.

     We  are  presently  negotiating  a  partnership  with  a software solutions
consulting firm, whereby Jackson Rivers Technologies will be marketing the STEPS
solution  and  our  potential  partner  will  deploy  the  solutions and provide
training.

RISK FACTORS

NEED FOR ONGOING FINANCING.

     We  will  need  additional  capital  to  continue  our  operations and will
endeavor  to  raise  funds  through  the sale of equity shares and revenues from
operations.

     There can be no assurance that we will generate revenues from operations or
obtain  sufficient  capital  on  acceptable terms, if at all.  Failure to obtain
such capital or generate such operating revenues would have an adverse impact on
our  financial  position  and results of operations and ability to continue as a
going  concern.  Our  operating  and capital requirements during the next fiscal
year  and thereafter will vary based on a number of factors, including the level
of  sales  and marketing activities for our services and products.  There can be
no  assurance  that  additional  private  or public financing, including debt or
equity  financing,  will  be  available  as  needed,  or, if available, on terms
favorable  to  us.  Any  additional  equity  financing  may  be  dilutive  to
stockholders  and such additional equity securities may have rights, preferences
or  privileges  that  are  senior  to  those  of  our  existing  common  stock.

     Furthermore, debt financing, if available, will require payment of interest
and  may  involve  restrictive  covenants  that  could impose limitations on our
operating  flexibility.  Our  failure  to  successfully obtain additional future
funding  may  jeopardize  our  ability  to continue our business and operations.


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<PAGE>
     If  we  raise  additional  funds  by  issuing  equity  securities, existing
stockholders  may  experience  a dilution in their ownership.  In addition, as a
condition to giving additional funds to us, future investors may demand, and may
be  granted,  rights  superior  to  those  of  existing  stockholders.

BUSINESS CONCENTRATION.

     While  we consider our relationships with our customers to be satisfactory,
given  the  concentration  of  our  sales  to a few key customers, our continued
relationships may be subject to the policies and practices of the customers.  We
continue  to  concentrate our efforts on expanding our customer base in order to
reduce  our  reliance  on  our  current  customers.

INFLATION.

     In  our  opinion,  inflation has not had a material effect on our financial
condition  or  results  of  our  operations.

TRENDS, RISKS AND UNCERTAINTIES.

     We have sought to identify what we believe to be the most significant risks
to  our  business, but we cannot predict whether, or to what extent, any of such
risks  may be realized nor can we guarantee that we have identified all possible
risks  that  might  arise.  Investors should carefully consider all of such risk
factors  before  making an investment decision with respect to our common stock.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS.

     We  provide the following cautionary discussion of risks, uncertainties and
possible  inaccurate  assumptions  relevant  to  our  business and our products.
These  are  factors  that  we  think  could  cause  our actual results to differ
materially from expected results.  Other factors besides those listed here could
adversely  affect  us.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

     Our  quarterly  operating results may fluctuate significantly in the future
as  a  result  of  a  variety of factors, most of which are outside our control,
including the demand for our services, seasonal trends in purchasing, the amount
and  timing of capital expenditures; price competition or pricing changes in the
industry;  technical  difficulties  or  system  downtime;  general  economic
conditions,  and  economic  conditions  specific to our industry.  Our quarterly
results  may  also  be  significantly  impacted  by the impact of the accounting
treatment  of  acquisitions,  financing  transactions  or  other  matters.
Particularly  at  our early stage of development, occurrences such as accounting
treatment can have a material impact on the results for any quarter.  Due to the
foregoing  factors,  among  others, it is likely that our operating results will
fall  below  our  expectations  or  those  of  investors in some future quarter.

LACK OF INDEPENDENT DIRECTORS.

     We  cannot  guarantee  that  our board of directors will have a majority of
independent  directors  in  the  future.  In  the  absence  of  a  majority  of
independent  directors,  our  executive  officers,  could establish policies and
enter  into  transactions without independent review and approval thereof.  This
could  present  the  potential  for  a  conflict  of interest between us and our
stockholders  generally and the controlling officers, stockholders or directors.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Our  officers  and  directors  are required to exercise good faith and high
integrity  in  our  management  affairs.  Our articles of incorporation provide,
however,  that  our  officers  and  directors  shall  have  no  liability to our
stockholders  for  losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated  the law, approved an improper dividend or stock repurchase,
or  derived  an  improper benefit from the transaction.  Our articles and bylaws
also  provide  for  the  indemnification  by  us  of  the


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<PAGE>
officers  and  directors  against  any losses or liabilities they may incur as a
result  of the manner in which they operate our business or conduct the internal
affairs,  provided  that  in  connection  with these activities they act in good
faith  and in a manner that they reasonably believe to be in, or not opposed to,
our  best  interests,  and  their  conduct does not constitute gross negligence,
misconduct  or  breach  of  fiduciary  obligations.

MANAGEMENT OF POTENTIAL GROWTH.

     We may experience rapid growth which will place a significant strain on our
managerial,  operational,  and  financial systems resources.  To accommodate our
current  size  and  manage growth, we must continue to implement and improve our
financial strength and our operational systems, and expand, train and manage our
sales  and  distribution  base.  There  is  no guarantee that we will be able to
effectively  manage  the  expansion  of  our operations, or that our facilities,
systems,  procedures  or  controls  will  be  adequate  to  support our expanded
operations.  Our  inability to effectively manage our future growth would have a
material  adverse  effect  on  us.

WE PAY NO DIVIDENDS.

     We  have  never  declared  nor paid cash dividends on our capital stock. We
currently  intend  to retain any earnings for funding growth however these plans
may  change  depending  upon  capital  raising  requirements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     We  believe  that  we  do  not  have  any  material exposure to interest or
commodity  risks.  Our  financial  results  are quantified in U.S. dollars and a
majority  of our obligations and expenditures with respect to our operations are
incurred  in  U.S.  dollars.  Although  we  do not believe we currently have any
materially  significant  market  risks relating to our operations resulting from
foreign  exchange  rates,  if  we  enter  into  financing  or  other  business
arrangements  denominated in currency other than the U.S. dollars, variations in
the  exchange rate may give rise to foreign exchange gains or losses that may be
significant.

     We  currently  have  no material long-term debt obligations.  We do not use
financial  instruments  for  trading  purposes  and  we  are  not a party to any
leverage  derivatives.

RISKS RELATING TO OUR BUSINESS

WE ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES WE FACE.

     As  an  investor,  you  should  be  aware  of  the difficulties, delays and
expenses  we  encounter,  many  of  which  are  beyond  our  control,  including
unanticipated  market trends, employment costs, and administrative expenses.  We
cannot  assure  our  investors  that our proposed business plans as described in
this  report  will materialize or prove successful, or that we will ever be able
to  finalize  development of our products or services or operate profitably.  If
we  cannot  operate  profitably,  you  could  lose your entire investment.  As a
result of the nature of our business, initially we expect to sustain substantial
operating  expenses  without  generating  significant  revenues.

OUR AUDITORS HAVE STATED WE MAY NOT BE ABLE TO STAY IN BUSINESS.

     Our auditors have issued a going concern opinion, which means that there is
doubt  that  we  can  continue  as  an  ongoing business for the next 12 months.
Unless  we  can  raise  additional  capital,  we  may not be able to achieve our
objectives  and  may  have  to  suspend  or cease operations.  See "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations."

OUR ACQUISITION STRATEGY INVOLVES A NUMBER OF RISKS.

     We  intend  to  pursue  growth  through  the  opportunistic  acquisition of
companies  or  assets that will enable us to expand our service lines to provide
more  cost-effective  customer  solutions.  We  routinely  review  potential
acquisitions.  This  strategy  involves certain risks, including difficulties in
the  integration  of  operations  and systems, the diversion of our management's
attention  from other business concerns, and the potential loss of key employees


                                        6
<PAGE>
of  acquired  companies.  We  may  not  be  able to successfully acquire, and/or
integrate  acquired  businesses  into  our  operations.

RISKS RELATING TO OUR STOCK

WE  MAY  NEED  TO RAISE ADDITIONAL CAPITAL.  IF WE ARE UNABLE TO RAISE NECESSARY
ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR OPERATING RESULTS AND OUR STOCK
PRICE  MAY  BE  MATERIALLY  ADVERSELY  AFFECTED.

     Due  to  the  lack  of  revenue  and  expenses,  we need to secure adequate
funding.  If  we  are  unable  to obtain adequate funding, we may not be able to
successfully  develop and market our products and services and our business will
most  likely  fail.  We  do  not  have commitments for additional financing.  To
secure  additional  financing,  we  may  need  to  borrow  money  or  sell  more
securities,  which  may  reduce  the value of our outstanding securities.  Under
these  circumstances,  we  may  be  unable  to  secure  additional  financing on
favorable  terms  or  at  all.

     Selling  additional  stock,  either privately or publicly, would dilute the
equity  interests of our stockholders.  If we borrow more money, we will have to
pay interest and may also have to agree to restrictions that limit our operating
flexibility.  If  we  are  unable  to  obtain adequate financing, we may have to
curtail  business  operations  which  would  have  a material negative effect on
operating  results  and  most  likely  result  in  a  lower  stock  price.

OUR  COMMON  STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE  FUTURE,  SIGNIFICANT  PRICE  AND  VOLUME  VOLATILITY,  WHICH  SUBSTANTIALLY
INCREASES  THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE
PRICE  THAT  YOU  PAY  FOR  THE  SHARES.

     Because  of the limited trading market for our common stock, and because of
the possible price volatility, you may not be able to sell your shares of common
stock when you desire to do so.  During 2003 and 2004, our common stock was sold
and purchased at prices that ranged from a high of $0.25 to a low of $0.0001 per
share.  The  inability  to  sell  your  shares in a rapidly declining market may
substantially increase your risk of loss because of such illiquidity because the
price  for  our  common  stock  may  suffer  greater  declines  due to its price
volatility.

     The  price  of  our common stock that will prevail in the market after this
offering  may  be higher or lower than the price you pay.  Certain factors, some
of  which  are  beyond  our control, that may cause our share price to fluctuate
significantly  include,  but  are  not  limited  to,  the  following:

-    Variations  in  our  quarterly  operating  results;

-    The  development  of  a  market  in  general for our products and services;

-    Changes  in  market  valuations  of  similar  companies;

-    Announcement  by  us  or  our  competitors  of  significant  contracts,
     acquisitions,  strategic  partnerships,  joint  ventures  or  capital
     commitments;

-    Loss  of  a major customer or failure to complete significant transactions;

-    Additions  or  departures  of  key  personnel;  and

-    Fluctuations  in  stock  market  price  and  volume.

     Additionally,  in  recent  years  the  stock market in general, and the OTC
Bulletin  Board  and  technology  stocks in particular, have experienced extreme
price  and volume fluctuations.  In some cases, these fluctuations are unrelated
or  disproportionate  to  the  operating  performance of the underlying company.
These  market and industry factors may materially and adversely affect our stock
price,  regardless  of  our  operating  performance.

     Over  the past few months, there have been periods of significant increases
in  trading  volume  of our common stock during which the price of our stock has
both  increased  and  decreased.  The  historical  trading  of  our


                                        7
<PAGE>
common  stock is not necessarily an indicator of how it will trade in the future
and our trading price as of the date of this report does not necessarily portend
what  the  trading  price  of  our  common  stock  might  be  in  the  future.

     In  the  past,  class  action  litigation  has  often  been brought against
companies  following  periods  of  volatility  in the market price of the common
stock  of  those companies.  If we become involved in this type of litigation in
the  future,  it  could  result in substantial costs and diversion of management
attention  and  resources,  which  could  have a further negative effect on your
investment  in  our  stock.

OUR  DIRECTORS  HAVE  THE RIGHT TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK AND
ADDITIONAL  SHARES  OF  OUR  COMMON  STOCK.

     Our  directors,  within  the  limitations and restrictions contained in our
articles  of  incorporation and without further action by our stockholders, have
the  authority  to  issue  shares of preferred stock from time to time in one or
more  series and to fix the number of shares and the relative rights, conversion
rights,  voting rights, and terms of redemption, liquidation preferences and any
other  preferences,  special  rights  and qualifications of any such series.  We
have  no intention of issuing preferred stock at the present time.  Any issuance
of  preferred  stock  could adversely affect the rights of holders of our common
stock.

     Should we issue additional shares of our common stock at a later time, each
investor's  ownership  interest  in  The  Jackson  Rivers  Company  would  be
proportionally  reduced.  No  investor will have any preemptive right to acquire
additional  shares  of  our  common  stock,  or  any  of  our  other securities.

THE  ISSUANCE  OF  SHARES  UPON  THE  EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE
IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

     The  issuance  of  shares  upon  the  exercise  of  warrants  may result in
substantial  dilution  to  the interests of other stockholders since the selling
stockholders  may  ultimately  convert  and  sell  the  full  amount issuable on
conversion.  There  is no upper limit on the number of shares that may be issued
which will have the effect of further diluting the proportionate equity interest
and  voting  power  of  holders of our common stock, including investors in this
offering.

IF  WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL  OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE  SECONDARY  MARKET.

     Companies  trading  on  the  OTC Bulletin Board, such as The Jackson Rivers
Company,  must  be reporting issuers under Section 12 of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange Act"), and must be current in their
reports under Section 13, in order to maintain price quotation privileges on the
OTC Bulletin Board.  If we fail to remain current on our reporting requirements,
we  could  be  removed  from  the  OTC  Bulletin Board.  As a result, the market
liquidity  for  our  securities could be severely adversely affected by limiting
the  ability  of  broker-dealers  to  sell  our  securities  and  the ability of
stockholders  to  sell  their  securities  in  the  secondary  market.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

     The  Securities  and  Exchange  Commission  has  adopted  Rule  15g-9 which
establishes  the definition of a "penny stock," for the purposes relevant to us,
as  any  equity security that has a market price of less than $5.00 per share or
with  an  exercise  price  of  less  than  $5.00  per  share, subject to certain
exceptions.  Inasmuch  as  that the current bid and ask price of common stock is
less  than $5.00 per share, our shares are classified as "penny stock" under the
rules  of  the SEC.  For any transaction involving a penny stock, unless exempt,
the  rules  require:

-    That  a  broker  or  dealer  approve a person's account for transactions in
     penny  stocks;  and


                                        8
<PAGE>
-    The  broker or dealer receives from the investor a written agreement to the
     transaction,  setting forth the identity and quantity of the penny stock to
     be  purchased.

     In  order  to  approve a person's account for transactions in penny stocks,
     the  broker  or  dealer  must:

-    Obtain  financial  information  and investment experience objectives of the
     person;  and

-    Make  a  reasonable determination that the transactions in penny stocks are
     suitable  for  that  person  and  the  person  has sufficient knowledge and
     experience  in  financial  matters to be capable of evaluating the risks of
     transactions  in  penny  stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prescribed by the Commission relating to the penny
stock  market,  which,  in  highlight  form:

-    Sets  forth  the  basis  on which the broker or dealer made the suitability
     determination;  and

-    That  the  broker  or  dealer received a signed, written agreement from the
     investor  prior  to  the  transaction.

     Generally,  brokers  may  be  less  willing  to  execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value  of  our  stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in  both  public  offerings  and  in secondary trading and about the commissions
payable  to  both  the  broker-dealer and the registered representative, current
quotations  for  the  securities  and  the  rights  and remedies available to an
investor  in  cases  of  fraud  in  penny  stock transactions.  Finally, monthly
statements  have  to  be  sent disclosing recent price information for the penny
stock  held in the account and information on the limited market in penny stocks

ITEM 2.     DESCRIPTION OF PROPERTY.

     We  lease  office  space  at 27 Radio Circle, Mount Kisco, New York, 10549.
Our  lease  costs $975 per month and is scheduled to expire on January 31, 2004.
We also lease office space at 402 West Broadway, Suite 400 San Diego, California
92101.  Our  lease  is  for six months at the cost of $2,318 base rent per month
plus  additional  monthly fixed office costs.  In February 2004, we entered into
an  agreement  leasing  a corporate apartment in San Diego, California.  Monthly
rental  under  the  lease is $2,995 ($1,995 to be paid by the Company and $1,000
paid  by  employees)  expires  on  February  28,  2005.

ITEM 3.     LEGAL PROCEEDINGS.

     None.

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

     Effective January 31, 2005, our majority stockholder voted to:

     1.     Ratify  the  November  22,  2004  amendment  to  our  articles  of
incorporation  to  change  the  par value of our common and preferred stock from
$0.001  per  share  to  $0.00001  per  share;

     2.     Ratify  the  November  22, 2004 reverse split of our common stock on
the  basis  of  one  post-consolidation  share  for  each  one  thousand
pre-consolidation  shares;

     3.     Approve  an  amendment  to our articles of incorporation to increase
the  authorized  number  of  shares  of  our  common stock from 1,980,000,000 to
5,000,000,000  shares;


                                        9
<PAGE>
     4.     Approve  an  amendment  to our articles of incorporation to increase
the  authorized  number  of  shares  of  our preferred stock from 200,000,000 to
1,000,000,000  shares;

     5.     Grant discretionary authority to our board of directors to implement
a reverse split of our common stock on the basis of one post-consolidation share
for  up  to  each 2,000 pre-consolidation shares to occur at some time within 12
months  of  the  date  of this information statement, with the exact time of the
reverse  split  to  be  determined  by  the  board  of  directors;  and

     6.     Approve the following Stock Plans of The Jackson Rivers Company (the
"Stock  Plans"):

          a)     Employee  Stock Incentive Plan for the Year 2004 No. 3, adopted
by  the  directors  on  August  9,  2004  with  150,000,000 shares available for
issuance  under  the  Plan.

          b)     Non-Employee  Directors and Consultants Retainer Stock Plan for
the Year 2004 No. 3, adopted by the directors on August 9, 2004, with 49,000,000
shares  available  for  issuance  under  the  Plan.

          c)     Employee  Stock Incentive Plan for the Year 2004 No. 4, adopted
by  the  directors  on  September  8, 2004 with 400,000,000 shares available for
issuance  under  the  Plan;  and

          d)     Non-Employee  Directors and Consultants Retainer Stock Plan for
the  Year  2004  No.  4,  adopted  by  the  directors on September 8, 2004, with
99,000,000  shares  available  for  issuance  under  the  Plan

     Dennis N. Lauzon, our president, chief executive officer and director, held
22,000,000  shares  of  our  common  stock  and  980,000  shares of our Series A
preferred  stock on the record date for the above-described actions.  Each share
of  our  common  stock is entitled to one vote on all matters brought before the
stockholders and each share of our Series A preferred stock outstanding entitles
the  holder to 2,000 votes of the common stock on all matters brought before the
stockholders.  Therefore,  Mr. Lauzon had the power to vote 1,982,000,000 shares
of  the  common  stock,  which  number  was  sufficient  to  approve each of the
corporate  actions  described  above without the concurrence of any of our other
stockholders.

                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Until  November  22,  2004, our common stock was quoted on the OTC Bulletin
Board  under  the  symbol  "JRVR.OB."  Effective  November  22, 2004, our symbol
changed  from  "JRVR.OB"  to "JRVC. OB."  Effective February 1, 2005, our symbol
changed  from  "JRVC.OB"  to  "JRIV.OB."  These  quotations reflect inter-dealer
prices,  without  mark-up, mark-down or commission, and may not represent actual
transactions.

<TABLE>
<CAPTION>
                              CALENDAR YEAR 2003  HIGH    LOW
<S>                                               <C>    <C>
                              First Quarter       $0.06  $0.03
                              Second Quarter      $0.06  $0.03
                              Third Quarter       $0.10  $0.03
                              Fourth Quarter      $0.09  $0.02
</TABLE>

<TABLE>
<CAPTION>
                              CALENDAR YEAR 2004   HIGH      LOW
<S>                                               <C>      <C>
                              First Quarter       $0.0700  $0.0136
                              Second Quarter      $0.0635  $0.0166
                              Third Quarter       $0.0198  $0.0024
                              Fourth Quarter      $0.2500  $0.0002
</TABLE>

     As  of  March  31,  2005,  we  had  658,732,720  shares of our common stock
                                         -----------
outstanding.  Our  shares  of  common  stock  are  held  by  approximately 1,000
stockholders  of  record.  The  number  of  record  holders  was


                                       10
<PAGE>
determined  from  the  records  of  our  transfer  agent  and  does  not include
beneficial  owners of common stock whose shares are held in the names of various
security  brokers,  dealers,  and  registered  clearing  agencies.

SECTION 15(G) OF THE EXCHANGE ACT

     The shares of our common stock are covered by Section 15(g) of the Exchange
Act,  and  Rules  15g-1  through  15g-6  promulgated  thereunder,  which  impose
additional sales practice requirements on broker-dealers who sell our securities
to  persons  other  than  established  customers  and  accredited  investors.

     Rule  15g-2  declares  unlawful  any  broker-dealer  transactions in "penny
stocks"  unless  the  broker-dealer  has  first  provided  to  the  customer  a
standardized  disclosure  document.

     Rule  15g-3 provides that it is unlawful for a broker-dealer to engage in a
"penny  stock"  transaction  unless  the  broker-dealer  first  discloses  and
subsequently  confirms  to  the customer the current quotation prices or similar
market  information  concerning  the  penny  stock  in  question.

     Rule  15g-4  prohibits  broker-dealers  from  completing  "penny  stock"
transactions  for  a  customer  unless  the broker-dealer first discloses to the
customer  the  amount of compensation or other remuneration received as a result
of  the  penny  stock  transaction.

     Rule  15g-5  requires  that  a  broker-dealer  executing  a  "penny  stock"
transaction,  other  than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

     Our common stock may be subject to the foregoing rules.  The application of
the  "penny  stock"  rules  may  affect  our stockholders' ability to sell their
shares  because  some  broker-dealers may not be willing to make a market in our
common  stock  because  of  the  burdens  imposed upon them by the "penny stock"
rules.

     The  following  table  provides  information  about purchases by us and our
affiliated  purchasers  during  the  quarter  ended  December 31, 2004 of equity
securities  that  are  registered by us pursuant to Section 12 of the Securities
Exchange  Act  of  1934:

<TABLE>
<CAPTION>
                            SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
                                         (a)                (b)                (c)                (d)
                                  -----------------  -----------------  -----------------  -----------------
                                                                                               Maximum
                                                                                             number (or
                                                                         Total number        approximate
                                                                         of shares (or    dollar value) of
                                                                             units)           shares (or
                                                                          purchased as      units) that may
                                                                             part of            yet be
                                    Total number       Average price        publicly           purchased
                                    of shares (or        paid per           announced       under the plans
                                       units)         share (or unit)       plans or          or programs
                                      purchased                             programs
             Period
--------------------------------  -----------------  -----------------  -----------------  -----------------
<S>                               <C>                <C>                <C>                <C>
October 2004. . . . . . . . . .                 -0-                -0-                -0-                -0-
November 2004 . . . . . . . . .                 -0-                -0-                -0-                -0-
December 2004 . . . . . . . . .                 -0-                -0-                -0-                -0-
                                  -----------------  -----------------  -----------------  -----------------
Total . . . . . . . . . . . . .                 -0-                -0-                -0-                -0-
                                  =================  =================  =================  =================
</TABLE>

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

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 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


                                       11
<PAGE>
conditions,  and  other developments.  Other factors that could cause results to
differ  materially are described in our filings with the Securities and Exchange
Commission.

     There  are  several  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  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-KSB 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.

MANAGEMENT'S PLAN OF OPERATIONS

     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.  In  February  2004,  we  and  our wholly owned subsidiary,
Jackson  Rivers  Technologies,  Inc.,  ("JRT")  entered  into  an  LLC  Interest
Purchase  Agreement  with  Multitrade  Technologies  LLC,  a  Delaware  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").  In  June 2004, we and
JRT  rescinded  the Acquisition, and entered into a Technology License Agreement
("Agreement") with MTT,  whereby we now have the exclusive, worldwide sublicense
to  commercialize  products  using  the  STEPS(TM)  platform  from  MTT.  STEPS
(Straight  Through  Enterprise  Processing  Systems) is a proprietary Java-based
platform,  built  on  patented  technology,  used  to create customized business
management applications and information management systems.  The sublicensing of
the software technologies from MTT will allow us to develop the licensed product
and  expand  our  customer  base  and  operations.

     STEPS  (Straight  Through  Enterprise  Processing Systems) is a proprietary
Java-based  platform,  built  on  patented technology, used to create customized
business  management  applications  and  information  management  systems.  We
recently  announced  new  developments  related  to  the plans of Jackson Rivers
Technologies,  Inc.,  our  wholly-owned  subsidiary  ("JRT")  to  market  its
open-architecture  STEPS  ERP  solution  to  small-and  medium-sized enterprises
(SMEs)  in  North,  South  and  Central America.  As reported in previous public
announcements,  a  STEPS  solution  has  successfully penetrated the telecom and
insurance industries by addressing their distribution system needs for.  We have
generated  a  considerable  amount  of  interest  throughout the region of Latin
America,  including  the  recently  announced  channel  partnership  with global
enterprise  mobility  solutions provider, Symbol Technologies, which we see as a
strategic  boost  to  STEPS  deployments  in  Latin  America.

     During  the  last  quarter  of  2004,  we  concentrated  our  efforts  on
web-enabling  the STEPS platform and improving the user-interface.  We worked on
building  a  partnership  with  Stategic  Healthcare  Systems  (SHS) in order to
construct  a Medical Practice Management System to be marketed as Evolve Medical
Solutions,  which  is  on  hold.

     During  the  first  quarter  of 2005, JRC Global Products, our wholly-owned
subsidiary,  has  hired  a  President  and  Vice President to head up efforts to
market  and  distribute  the  Raphael  Basante  Hair  Systems'  (RBHS  -
www.raphaelbasante.com)  line  of hair products and services.  We plan to market
and  distribute  the  patented  Raphael  Basante  hair extension and replacement
systems  to the general salon market, distributors and train salon professionals
to  use  the  system  worldwide.


                                       12
<PAGE>
     We  plan  to  build  brand  awareness  by  exhibiting  at  trade  shows and
conducting  our own training classes in major market areas. We will focus on the
point of difference that our extensions have over others that are on the market.
We  expect  to  penetrate  the market through distribution. We will target major
distributors  that  we  feel  have  product line synergies and with our help and
joint  marketing  effort we will enable them to do an effective job in expanding
their  current  client  base.  In  turn,  we  will  allow  them  to create trial
opportunities  for  this new and innovative product that does not hurt your hair
or  scalp. We feel that there is an untapped market of potential extension users
who  would  never  try  extensions  for  fear  of  harming  their  hair.

     Our  marketing  approach  will be regional rollouts in order to effectively
work  with  our  distributors  without  creating  a  strain on our educators and
support from our manufacturers. We expect to create a full line of POS materials
for  the  salons  to  generate  interest  in their clients while they are in the
salon.  We  are  also developing a co-op marketing program for our distributors.
In  conjunction, we are  organizing joint promotions with other manufacturers to
help  increase  sales  and  trial  for  all  parties  involved in the promotion.

     We  will  also  support our marketing effort with trade ads, editorials and
third  party  testimonials. As a compliment to our unique line of extensions, we
will  also  carry  a line of the conventional method of extensions. We feel that
this  additional  product  offering  is also superior to the extensions that are
currently  on  the market. This will  allow the distributor's representative the
option  - if his or her customer does not have time to train on the new system -
to  sell  them  a  better  system  than  they  are  currently  using.

DEPENDENCE UPON ONE OR A FEW MAJOR CUSTOMERS

     We  just consummated our first sales in the third quarter of 2004, and have
generated  limited  revenues  for the year ended December 31, 2004. Revenue from
two  customers amounted $40,700 or 100% of our sales for the year ended December
31,  2004.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2004 COMPARED TO THE TWELVE MONTHS ENDED
DECEMBER 31, 2003.

REVENUE

     We emerged from the development stage as of September 30, 2004.  Therefore,
there were no comparable revenues in the prior year.  Our first customer for our
STEPS  software  solution  was  an  internationally  based telecom and insurance
company,  which generated $40,700 of revenues in 2004.  We anticipate continuing
to  pursue  these  industry  types  while  adding  additional industries such as
medical.

COST OF SALES

     We  did  not  allocate  business  expenses and officers salaries to cost of
sales  for  the  12 months ended December 31, 2004, as the sales are minimal and
allocation  of  specific  costs  to sales was not applicable.  We expect cost of
revenue  to  increase  during  the coming 12 months due to the addition of a new
line  of  business  that  has  cost  of  goods  associated  with  the  products.

OPERATING EXPENSES

Selling, general and administrative expenses ("SG&A") were $4,864,192 for the 12
months  ended  December  31,  2004, compared to $642,257 for the 12 months ended
December  31,  2003, an increase of $4,203,935_or approximately 655_percent. The
variation  in  expenses  is due to several factors relating to the growth of the
company  and development expenses. We incurred a total of $2,007,056 and $67,624
of  expenses  in  connection  with  issuance of shares under our Employees Stock
Incentive  Plan for the year ended December 31, 2004 and 2003, respectively. The
increase was mainly transaction costs due to accounting for the variation in the


                                       13
<PAGE>
stock  price  between  the share issue date and the date the shares were sold by
employees  (date that the Company received proceeds)  Due to the high volatility
of  the  stock  price, total employee compensation and related transaction costs
increased  substantially  during the year ended December 31, 2004, however, this
expense  did  not require any cash expenditure by the company.  The next largest
increase  was  due  to  the addition of new companies and new lines of business.
This causes two types of increases.  The first being short-term increases due to
start-up  and  potential  acquisition  expenses, these includes expenses such as
one-time  license  fees in connection with our Technology License Agreement with
Multitrade  Technologies  LLC,  legal  and  accounting  fees,  and  business
development.  This  accounted  for over $565,000 of the increase.  The second is
the  increase  in  on  going  expenses  due to the new business.  These expenses
including  the increase in wages and benefits due to new employees, the increase
in  consulting  expenses,  increase  in  rent and office expense due to adding a
second  office  location  and  increasing  the office space for the main office.
These  expenses accounted for approximately $1,500,000 of the increase  Entering
into  a new line of business additionally added recurring expenses in areas such
as  monthly  license fees and monthly support fees. These expenses accounted for
$220,000  of  the  increase.

LIQUIDITY AND CAPITAL RESOURCES

     As shown in the accompanying financial statements, the Company incurred net
losses of $4,807,494 and $629,735 for the year ended December 31, 2004 and 2003,
respectively.  As  of  December  31,  2004,  the  Company's  current liabilities
exceeded  its  current  assets  by  $322,233.

     As  a  result  of  our  net  loss  of  $4,807,494, adjusted principally for
$665,490  of  common  stock  issued  to  consultants  in  exchange  for services
rendered,  $2,007,056  of  common  stock  issued  in  exchange  for  employee
compensation  and  ESIP  transaction costs and fees, $255,000 of preferred stock
issued  in  exchange  for  management fees, and $395,657 of increase in accounts
payable and accrued liabilities, our cash flow deficit from operating activities
was  $1,506,128  during the year ended December 31, 2004. We used $7,462 of cash
to  acquire  new property and equipment during the year ended December 31, 2004.
We  met  our  cash  requirements during the period through proceeds from sale of
common  stock  and  stock subscription in the amount of $1,504,142, net of costs
and  fees.

     The Company's independent certified public accountants have stated in their
report included in the Company's December 31, 2004 Form 10-KSB, that the Company
has  incurred  operating  losses  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.

     We  intend  to  continue  to  find  ways to expand our business through new
product  development  and  introduction.  We  believe that revenues and earnings
will  increase  as  we grow.  We anticipate that we will incur smaller losses in
the  near  future if we are able to expand our business and the marketing of our
products  and services now under development.  The losses will be created to the
extent  of  the excess of technology development and marketing expenses over the
income  from  operations.

     We  anticipate  that  our current incoming cash receipts generated from JRC
Global Products' new line of business, receipts of ongoing operations at Jackson
Rivers  Technologies,  and current financing strategy of private debt and equity
offerings  will  meet its anticipated objectives and business operations for the
next  12  months.

     During  the first quarter of 2005, we have reduced our overall overhead and
recurring  expenses  by  approximately  50  percent.  We  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.

     We  anticipate 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.

     In  order  to execute our business plan, we will need to acquire additional
capital  from  debt  or  equity  financing.  Our  independent  certified  public
accountants  have  stated  in  their  report,  included  in  this  Form  10-KSB,


                                       14
<PAGE>
that due to our net loss and negative cash flows from operations, in addition to
a lack of operational history, there is a substantial doubt about our ability to
continue as a going concern.  In the absence of significant revenue and profits,
we  will  be  completely  dependent  on  additional  debt  and  equity financing
arrangements.  There  is  no  assurance that any financing will be sufficient to
fund  our  capital expenditures, working capital and other cash requirements for
the  fiscal  year  ending December 31, 2005.  No assurance can be given that any
such additional funding will be available or that, if available, can be obtained
on  terms favorable to us.  If we are unable to raise needed funds on acceptable
terms,  we  will  not  be  able to execute our business plan, develop or enhance
existing  services,  take  advantage  of  future  opportunities  or  respond  to
competitive  pressures  or  unanticipated  requirements.  A material shortage of
capital will require us to take drastic steps such as further reducing our level
of  operations,  disposing of selected assets or seeking an acquisition partner.
If  cash  is  insufficient,  we  will  not  be  able  to  continue  operations.

CRITICAL ACCOUNTING POLICIES

     The preparation of our consolidated financial statements in conformity with
accounting  principles  generally  accepted  in the United States requires us to
make  estimates  and  judgments  that  affect  our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We  base  our  estimates  and  judgments on historical experience and on various
other  assumptions  we believe to be reasonable under the circumstances.  Future
events,  however,  may  differ  markedly  from  our  current  expectations  and
assumptions.  While  there  are  a  number  of  significant  accounting policies
affecting  our  consolidated  financial  statements,  we  believe  the following
critical  accounting  policy  involve the most complex, difficult and subjective
estimates  and  judgments.

STOCK-BASED COMPENSATION

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation  - Transition and Disclosure.  This statement amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to  the fair market value based method of accounting
for stock based employee compensation.  SFAS 148 also requires disclosure of the
method  used  to account for stock-based employee compensation and the effect of
the  method in both the annual and interim financial statements.  The provisions
of  this  statement related to transition methods are effective for fiscal years
ending  after  December  15,  2002,  while  provisions  related  to  disclosure
requirements  are  effective  in financial reports for interim periods beginning
after  December  31,  2002.

     We  elected to continue to account for stock-based compensation plans using
the  intrinsic  value-based  method  of  accounting  prescribed  by  APB No. 25,
"Accounting  for Stock Issued to Employees," and related interpretations.  Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for  the  difference between the fair value of the stock and the exercise price.

REVENUE RECOGNITION

For revenue from product sales, the Company recognizes revenue in accordance
with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which
superceded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS ("SAB101").

SAB 101 requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured. Determination of criteria (3) and (4) are
based on our judgments regarding the fixed nature of the selling prices of the
products delivered and the collectibility of those amounts. Provisions for
discounts and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded.
We defer any revenue for which the product has not been delivered or is subject
to refund until such time that the customer and we jointly determine that the
product has been delivered or no refund will be required.

SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for


                                       15
<PAGE>
arrangements that may involve the delivery or performance of multiple products,
services and/or rights to use assets. The effect of implementing EITF 00-21 on
the Company's consolidated financial position and results of operations was not
significant.

RECENT ACCOUNTING PRONOUNCEMENTS

     In  November  2004,  the Financial Accounting Standards Board (FASB) issued
SFAS 151, Inventory Costs- an amendment of ARB No. 43, Chapter 4. This Statement
amends  the  guidance  in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the  accounting for abnormal amounts of idle facility expense, freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5  of  ARB 43, Chapter 4,
previously  stated  that "under some circumstances, items such as idle facility
expense,  excessive  spoilage,  double  freight,  and rehandling costs may be so
abnormal  as  to  require  treatment  as current period charges" This Statement
requires  that those items be recognized as current-period charges regardless of
whether  they  meet  the criterion of "so abnormal." In addition, this Statement
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on the normal capacity of the production facilities. This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning  after June 15, 2005. Management does not believe the adoption of this
Statement  will  have  any  immediate  material  impact  on  the  Company.

     In  December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing  Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152)  The  amendments made by Statement 152 This Statement amends FASB Statement
No.  66,  Accounting  for  Sales  of  Real  Estate,  to  reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided  in  AICPA  Statement  of  Position (SOP) 04-2, Accounting for Real
Estate  Time-Sharing Transactions. This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to  state that the guidance for (a) incidental operations and (b) costs incurred
to  sell  real  estate  projects  does  not  apply  to  real estate time-sharing
transactions.  The  accounting  for those operations and costs is subject to the
guidance  in  SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
The  Company  does  not anticipate that the implementation of this standard will
have  a material impact on its financial position, results of operations or cash
flows.

     On  December  16,  2004,  the Financial Accounting Standards Board ("FASB")
published  Statement  of  Financial Accounting Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS  123R").  SFAS 123R requires that compensation cost
related  to  share-based  payment  transactions  be  recognized in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock  options, restricted stock plans, performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R  are  effective  as  of the first interim period that begins after June 15,
2005.  Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost  in  the financial statements.
Management  is  assessing  the  implications of this revised standard, which may
materially  impact  the  Company's results of operations in the third quarter of
fiscal  year  2005  and  thereafter.

     On  December  16,  2004,  FASB  issued  Statement  of  Financial Accounting
Standards  No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
No.  29,  Accounting  for Nonmonetary Transactions (" SFAS 153"). This statement
amends  APB  Opinion  29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of  nonmonetary assets that do not have commercial substance. Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion  and fair value is determinable, the transaction must be accounted for
at  fair  value  resulting  in  recognition  of  any  gain  or loss. SFAS 153 is
effective  for  nonmonetary transactions in fiscal periods that begin after June
15,  2005.  The  Company  does  not  anticipate  that the implementation of this
standard  will  have  a  material  impact  on its financial position, results of
operations  or  cash  flows.

OFF-BALANCE SHEET ARRANGEMENTS


                                       16
<PAGE>
     We do not have any off-balance sheet arrangements.

ITEM 7.     FINANCIAL STATEMENTS.

     The  financial  statements  and  related notes are included as part of this
report  as  indexed  in  the  appendix  on  page  F-1  through  F-18.

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

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

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

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

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

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

     We have requested the former accountants to furnish us with a letter
addressed to the Commission stating whether it agrees with the statements made
by the registrant, and, if not, stating the respects in which they do not agree.
We included the former accountant's letter as Exhibit 16 of our Form 8-K/A filed
with the SEC on October 20, 2003.

ITEM 8A.     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  Annual  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


                                       17
<PAGE>
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.

ITEM 8B.     OTHER INFORMATION.

     None.

                                    PART III

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

     Our directors and executive officers are:

<TABLE>
<CAPTION>
         NAME             AGE              POSITION               POSITION HELD SINCE
------------------------  ---  ---------------------------------  -------------------
<S>                       <C>  <C>                                <C>
Dennis N. Lauzon           49  Director, president and CEO                 2003

Nicholas A. Cortese, Jr.   52  Director, Secretary and Treasurer           2004
</TABLE>

     Our  executive  officers  are  elected  annually by our board of directors.

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

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

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under  Section  16(a) of the Exchange Act, our directors and certain of our
officers,  and  persons  holding  more  than  10 percent of our common stock are
required  to file forms reporting their beneficial ownership of our common stock
and  subsequent  changes  in  that  ownership  with  the Securities and Exchange
Commission.  Such  persons  are  also  required to furnish us with copies of all
forms  so  filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5, we are aware of two persons who during the year ended December 31, 2004, were
directors, officers, or beneficial owners of more than ten percent of our common
stock,  and  who  failed to file, on a timely basis, reports required by Section
16(a) of the Securities Exchange Act of 1934 during such fiscal year as follows:

-    Dennis  N. Lauzon. Mr. Lauzon was an officer and director during the entire
     year  2004.  Mr.  Lauzon  failed to timely file a Form 4 for the year ended
     December  31,  2004.


                                       18
<PAGE>
-    Joseph Khan. Mr. Khan was a director during 2004. Mr. Khan failed to timely
     file  a  Form  4  for  the  year  ended  December  31,  2004.

CODE OF ETHICS

     We  have  adopted  a code of ethics that applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons  performing  similar  functions.  The code of ethics is
designed  to  deter  wrongdoing  and  to  promote:

-    Honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  of  interest  between  personal  and  professional
     relationships;

-    Full,  fair, accurate, timely, and understandable disclosure in reports and
     documents  that  we  file  with, or submits to, the SEC and in other public
     communications  made  by  us;

-    Compliance  with  applicable  governmental  laws,  rules  and  regulations;

-    The  prompt  internal reporting of violations of the code to an appropriate
     person  or  persons  identified  in  the  code;  and

-    Accountability  for  adherence  to  the  code.

     A  copy  of  our  code  of  ethics  that applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons performing similar functions was attached as an exhibit
to  our  Annual  Report  for  the  year  ended December 31, 2003, filed with the
Commission  on  April  14, 2004.  We have posted a copy of the code of ethics on
our  website  at  www.jacksonrivers.com.

     We  will  provide to any person without charge, upon request, a copy of our
code  of ethics.  Any such request should be directed to our corporate secretary
at  27  Radio  Circle,  Mount  Kisco,  New  York  10549,  telephone number (619)
615-4242.

ITEM 10.     EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

SUMMARY  COMPENSATION  TABLE

     The  following  table  provides  certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the  last  fiscal  year)  for services rendered in all capacities to The Jackson
Rivers  Company  and  our  subsidiaries:


                                       19
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                             ANNUAL COMPENSATION                        LONG TERM COMPENSATION
                                      ------------------------------------  ----------------------------------------
                                                                                       AWARDS              PAYOUTS
                                                                              ------------------------  ------------
                                                                              RESTRICTED   SECURITIES
                                                              OTHER ANNUAL      STOCK      UNDERLYING       LTIP       ALL OTHER
    NAME AND PRINCIPAL                   SALARY      BONUS    COMPENSATION     AWARD(S)   OPTIONS/SARS     PAYOUTS    COMPENSATION
        POSITION              YEAR        ($)         ($)         ($)            ($)          (#)            ($)          ($)
------------------------  ----------  ----------  ----------  ------------  ------------  ------------  ------------  ------------
<S>                       <C>         <C>         <C>         <C>           <C>           <C>           <C>           <C>
Dennis N. Lauzon                2002         -0-         -0-           -0-           -0-           -0-           -0-           -0-
                                2003         -0-         -0-           -0-           -0-           -0-           -0-           -0-
                                2004         -0-         -0-           -0-           -0-           -0-           -0-           -0-

Nicholas A. Cortese, Jr.        2002         -0-         -0-           -0-           -0-           -0-           -0-           -0-
                                2003         -0-         -0-           -0-           -0-           -0-           -0-           -0-
                                2004         -0-         -0-           -0-           -0-           -0-           -0-           -0-

Joseph Khan                     2002         -0-         -0-           -0-           -0-           -0-           -0-           -0-
                                2003         -0-         -0-           -0-           -0-           -0-           -0-           -0-
                                2004         -0-         -0-           -0-           -0-           -0-           -0-           -0-
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

EMPLOYMENT AGREEMENTS
None.

CONFIDENTIALITY AGREEMENTS

     None.

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

EQUITY COMPENSATION PLAN INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table provides information as of the end of the most recently
completed  fiscal  year with respect to compensation plans (including individual
compensation  arrangements)  under which equity securities of the registrant are
authorized  for  issuance,  aggregated  as  follows:


                                       20
<PAGE>
-    All  compensation  plans  previously  approved  by  security  holders;  and

-    All  compensation  plans  not  previously  approved  by  security  holders.

<TABLE>
<CAPTION>
                                                                                                NUMBER OF SECURITIES REMAINING
                                 NUMBER OF SECURITIES TO BE                                     AVAILABLE FOR FUTURE ISSUANCE
                                   ISSUED UPON EXERCISE OF        WEIGHTED-AVERAGE EXERCISE       UNDER EQUITY COMPENSATION
                                OUTSTANDING OPTIONS, WARRANTS   PRICE OF OUTSTANDING OPTIONS,    PLANS (EXCLUDING SECURITIES
        PLAN CATEGORY                     AND RIGHTS                  WARRANTS AND RIGHTS           REFLECTED IN COLUMN (a))
                                             (a)                             (b)                             (c)
<S>                            <C>                              <C>                             <C>
Equity compensation plans
approved by security holders                     1,212,000,000                           0.002                   1,045,650,000
Equity compensation plans not
approved by security holders                               -0-                             N/A                             N/A

Total                                            1,212,000,000                           0.002                   1,045,650,000
</TABLE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of December 31, 2004, information
concerning ownership of our securities by:

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

-    Each  person  who  owns  beneficially  outstanding  shares of our preferred
     stock;

-    Each  director;

-    Each  named  executive  officer;  and

-    All  directors  and  officers  as  a  group.

<TABLE>
<CAPTION>
                                                     COMMON STOCK BENEFICIALLY  PREFERRED STOCK BENEFICIALLY
                                                              OWNED (2)                   OWNED (2)
                                                     -------------------------  ----------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)               NUMBER       PERCENT        NUMBER        PERCENT
----------------------------------------             -----------  ------------  -------------  -------------
<S>                                                  <C>          <C>           <C>            <C>
Dennis N. Lauzon . . . . . . . . . . . . . . . . . .  20,010,001          23.8    980,000 (3)      67.65 (3)

Nicholas A. Cortese, Jr. . . . . . . . . . . . . . .           0             0
All directors and officers as a group (two persons).  20,010,001          23.8
<F>
___________________
*    Less than one percent.
(1)  Unless  otherwise  indicated,  the  address  for  each  of  these stockholders is c/o The Jackson Rivers
     Company, 27 Radio Circle, Mount Kisco, New York 10549,  .  Also, unless otherwise indicated, each person
     named  in  the  table  above  has  the  sole  voting  and investment power with respect to the shares of
     our common and preferred stock which he beneficially owns.
(2)  Beneficial ownership is determined in accordance with the rules of the SEC. As of December 31, 2004, the
     total number of outstanding shares of the common stock is 132,474,495 (before 1:2000 reverse stock split
     in  February  2005)_,  the total number of outstanding shares of the Series A preferred stock is 980,000
     shares, and the total number of outstanding shares of the Series B preferred stock is zero.
(3)  Series A preferred stock.
</TABLE>

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

     There  are  no  arrangements  or  understandings  among members of both the
former  and the new control groups and their associates with respect to election
of  directors  or  other  matters.


                                       21
<PAGE>
ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In  June  2003,  a  former  majority  shareholder sold 10,000,000 shares of
common  stock  to  twelve  investors  in  a  private  sale.  As part of the sale
agreement,  the  former  majority  shareholder agreed to forgive the service and
facility  costs accrued from inception, and to accept consulting fees of $16,892
for  services  provided  through  the  date  of  the  sale.

     On February 23, 2004, Mr. Lauzon contributed to us all of his shares in JRC
Global  Products,  Inc. as a contribution to our capital.  We originally planned
to  issue  to  Mr. Lauzon 80,000,000 shares of our common stock as consideration
for  the contribution of all of his shares in JRC Global Products, Inc.  On June
23,  2004,  our  board  of directors formally rescinded its previously announced
plans  to  issue  80,000,000  shares  of  our  common  stock to Dennis Lauzon in
exchange for the contribution by Mr. Lauzon of all of the issued and outstanding
shares in JRC Global Products, Inc., and JRT, Nevada corporations, owned by him.
We  will  still  accept  the  contribution  of  all  of  Mr. Lauzon's issued and
outstanding  shares  in JRC Global Products, Inc. and JRT., but no shares of our
stock  will  be  issued  to  Mr.  Lauzon in consideration for such contribution.
Instead,  we  will  pay  Mr. Dennis Lauzon a one-time cash payment of $50,000 as
consideration for Mr. Lauzon's contribution of all of the issued and outstanding
shares in the two companies, owned by him and negotiating the Technology License
Agreement  between  MTT, us, and JRT.  In December 2004, Mr. Lauzon released our
obligation of $50,000 cash payments pursuant to the Technology License Agreement
with  MTT.

     We have a Consulting Services Agreement with Radel Marketing Corporation, a
company  which  is owned and controlled by Mr. Lauzon, our officer and director.
Pursuant  to  the agreement we paid Radel Marketing the sum of $545,500 in 2004,
which  includes  payment  for services and miscellaneous expenses incurred while
transacting  business  for  The  Jackson  Rivers  Company.

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

-    Business  Solutions;

-    Business  Validation;

-    Contract  Negotiations;  and

-    Public  Relations.

     We  were  obligated  to pay Radel $8,000 weekly commencing on September 24,
2003.  The  agreement  was  renewed on January 1, 2004, to continue working with
Radel  Marketing  to  assist  in  building  our  business  and  bring  potential
opportunities  to  fruition.  The  agreement  was  modified to pay $4,000 weekly
beginning  October,  2004.

ITEM 13.     EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.                                         IDENTIFICATION OF EXHIBIT
-----------  ----------------------------------------------------------------------------------------------------------
<S>          <C>
  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*       Articles of Amendment to the Articles of Incorporation, filed effective August 3, 2004.
  3.3**      Certificate of Designation for the Series A Preferred Stock, filed effective October 18, 2004.
  3.4**      Certificate of Designation for the Series B Preferred Stock, filed effective October 19, 2004.
  3.5**      Articles of Amendment to the Articles of Incorporation, filed effective November 22, 2004.
  3.6**      Articles of Amendment to the Articles of Incorporation, filed effective January 31, 2005
  3.7*       Bylaws (incorporated by reference to Exhibit 3(ii) filed with Form SB-2 October 4, 2001).
  3.8*       Amended and Restated Bylaws.
  10.1*      Consulting Services Agreement dated August 1, 2003.
  10.2*      Technology License Agreement
  14*        Code of Ethics.
  21**       Subsidiaries.
 23.1**      Consent of  Registered Independent Certified Public Accountants
 23.2**      Consent of  Registered Independent Certified Public Accountants
 23.3**      Consent of  Registered Independent Certified Public Accountants
 23.4**      Consent of  Registered Independent Certified Public Accountants
 31.1 **     Certification of Dennis N. Lauzon, President, Chief Executive Officer, Chief Financial Officer and
             Director 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, President, Chief Executive Officer, Chief Financial Officer and
             Directorof 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.
</TABLE>

----------
* Previously Filed
** Filed Herewith


                                       22
<PAGE>
ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     The  following  table sets forth fees billed to the Company by our auditors
during  the  fiscal  years  ended  December  31,  2004  and  2003:

<TABLE>
<CAPTION>
                         DECEMBER 31, 2004   DECEMBER 31, 2003
<S>                     <C>                 <C>
1.  Audit Fees          $           43,300  $            9,000
2.  Audit Related Fees                  --                  --
3.  Tax Fees                            --                 500
4.  All Other Fees                      --                  --
    Total Fees          $           43,300  $            9,500
</TABLE>

     Audit  fees  consist  of fees billed for professional services rendered for
the  audit  of the Company's consolidated financial statements and review of the
interim  consolidated  financial  statements  included  in quarterly reports and
services  that are normally provided by Russell Bedford Stefanou Mirchandani LLP
in  connection  with  statutory  and  regulatory  filings  or  engagements.

     Audit-related  fees  consists  of  fees  billed  for  assurance and related
services  that  are reasonably related to the performance of the audit or review
of the Company's consolidated financial statements, which are not reported under
"Audit  Fees."

     Tax  fees  consists  of  fees  billed  for  professional  services  for tax
compliance,  tax  advice  and  tax  planning. The tax fees relate to federal and
state  income  tax  reporting  requirements.

     All  other  fees  consist  of fees for products and services other than the
services  reported  above.

POLICY  ON  AUDIT  COMMITTEE  PRE-APPROVAL  OF  AUDIT  AND PERMISSIBLE NON-AUDIT
SERVICES  OF  INDEPENDENT  AUDITORS

     The  Company  currently  does  not  have  a designated Audit Committee, and
accordingly,  the  Company's  Board  of  Directors' policy is to pre-approve all
audit  and  permissible non-audit services provided by the independent auditors.
These  services may include audit services, audit-related services, tax services
and  other  services.  Pre-approval is generally provided for up to one year and
any  pre-approval  is  detailed  as  to  the  particular  service or category of
services  and  is  generally  subject  to  a  specific  budget.  The independent
auditors and  management  are  required  to periodically report to the Company's
Board of Directors  regarding the extent of services provided by the independent
auditors  in  accordance  with  this pre-approval, and the fees for the services
performed  to date.  The  Board  of  Directors  may  also pre-approve particular
services  on  a  case-by-case  basis.


                                       23
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Annual report to be signed
on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                     The Jackson Rivers Company


Date: April 13, 2005.
                                     By /s/ Dennis N. Lauzon
                                       -----------------------------------------
                                       President, Chief Executive Officer,
                                       Chief Financial Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  Annual  report  has  been signed by the following persons on behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>
         Signature                           Title                            Date
----------------------------  -----------------------------------------  -------------
<S>                           <C>                                        <C>
  /s/ Dennis N. Lauzon        President, Chief Executive Officer, Chief  April 13, 2005
----------------------------     Financial Officer and Director
    Dennis N. Lauzon

----------------------------
/s/ Nicholas A. Cortese, Jr.                Director                     April 13, 2005
----------------------------
  Nicholas A. Cortese, Jr.
</TABLE>


                                       24
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2004 AND 2003


                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934



                           THE JACKSON RIVERS COMPANY


                                      F-1
<PAGE>
                           THE JACKSON RIVERS COMPANY
                          INDEX TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
<S>                                                                 <C>
                                                                     Page No.
                                                                    ----------
Reports of Independent Registered Certified Public Accounting Firm     F-3

Consolidated Balance Sheets:
December 31, 2004 and 2003                                             F-4

Consolidated Statements of Losses:
For the years ended December 31, 2004 and 2003                         F-5

Consolidated Statements of Stockholders' Equity:
For the years ended December 31, 2004 and 2003                         F-6

Consolidated Statements of Cash Flows:
For the years ended December 31, 2004 and 2003                         F-7

Notes to Consolidated Financial Statements                          F-8 ~ F-18
</TABLE>


                                      F-2
<PAGE>
                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP


        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
        -----------------------------------------------------------------


Board  of  Directors
The  Jackson  Rivers  Company
San  Diego,  California


     We have audited the accompanying consolidated balance sheets of The Jackson
Rivers  Company and its wholly-owned subsidiaries (the "Company") as of December
31,  2004  and  2003  and  the  related  consolidated  statements  of  losses,
stockholders'  equity, and cash flows for the years then ended.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility is to express an opinion on these financial statements based upon
our  audits.

     We  conducted our audits in accordance with standards of the Public Company
Accounting  Oversight Board (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 misstatements.  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 our audits
provide  a  reasonable  basis  for  our  opinion.

     In  our  opinion,  the  consolidated financial statements referred to above
present  fairly, in all material respects, the financial position of the Company
as of December 31, 2004 and 2003, and the results of its operations and its cash
flows  for  the  years  then  ended,  in  conformity  with accounting principles
generally  accepted  in  the  United  States  of  America.

     The  accompanying  consolidated  financial  statements  have  been prepared
assuming  the Company will continue as a going concern. As discussed in the Note
J  to  the  accompanying  consolidated  financial  statements,  the  Company  is
experiencing  difficulty  in  generating  sufficient  cash  flow  to  meet  its
obligations and sustain its operations, which raises substantial doubt about its
ability  to  continue  as a going concern.  Management's plans in regard to this
matter  are  described  in  Note J. The consolidated financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.




                                 /s/RUSSELL  BEDFORD  STEFANOU  MIRCHANDANI  LLP

                                ------------------------------------------------
                                 RUSSELL  BEDFORD  STEFANOU  MIRCHANDANI  LLP
                                 Certified  Public  Accountants


McLean,  Virginia
March  17,  2005


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                       THE JACKSON RIVERS COMPANY
                                      CONSOLIDATED BALANCE SHEETS
                                       DECEMBER 31, 2004 AND 2003

ASSETS                                                                             2004         2003
                                                                               ------------  ----------
<S>                                                                            <C>           <C>
Current assets:
   Cash and cash equivalents                                                   $     5,272   $  14,820
   Accounts receivable, net of allowance for doubtful account of $2,900 and
$0 at December 31, 2004 and 2003, respectively                                      37,800           -
  Prepaid expenses and other                                                         6,954       3,455
                                                                               ------------  ----------
    Total current assets                                                            50,026      18,275

Property and equipment, net of accumulated depreciation of $2,357 and
341 at December 31, 2004 and December 31, 2003, respectively                         9,202       3,756
                                                                               ------------  ----------

Total Assets                                                                   $    59,228   $  22,031
                                                                               ============  ==========

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities:
  Cash disbursed in excess of available funds                                  $    11,073   $       -
  Accounts payable and accrued liabilities (Note E)                                361,186      15,529
  Advances from related parties (Note D)                                                 -         100
                                                                               ------------  ----------
    Total current liabilities                                                      372,259      15,629

Commitments and contingencies                                                            -           -

(Deficiency in) stockholders' equity:
Preferred stock, par value; $.00001, 1,000,000,000 shares and none
authorized at December 31, 2004 and 2003, respectively::
Series A preferred stock, par value; $.00001; 10,000,000 shares and none
authorized at December 31, 2004 and 2003, respectively; 980,000 shares
and none issued and outstanding at December 31, 2004 and December 31,
2003, respectively (Note B)                                                             10           -


Series B preferred stock, par value; $.00001; 10,000,000 shares and none
authorized at December 31, 2004 and 2003, respectively; none issued and
outstanding at December 31, 2004 and December 31, 2003 (Note B)                          -           -
Common stock, par value; $.00001, 5,000,000,000 and 100,000,000 shares
authorized at December 31, 2004 and 2003, respectively; 61,687 and 20
shares issued and outstanding at December 31, 2004 and December 31,
2003, respectively (Note B)                                                              1           -
Preferred stock dividend (Note B)                                                 (255,000)          -
Additional paid-in capital                                                       5,630,360     883,180
Stock subscription receivable (Note B)                                             (63,630)    (59,500)
Accumulated deficit                                                             (5,624,772)   (817,278)
                                                                               ------------  ----------
Total (deficiency in) stockholders' equity                                        (313,031)      6,402

Total liabilities and (deficiency in) stockholders' equity                     $    59,228   $  22,031
                                                                               ============  ==========
<FN>
                      See accompanying notes to consolidated financial statements
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                           THE JACKSON RIVERS COMPANY
                        CONSOLIDATED STATEMENTS OF LOSSES
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                          2004          2003
                                                      ------------  ------------
<S>                                                   <C>           <C>
Revenues:
Sales, net                                            $    40,700   $         -

Operating expenses:
Selling, general, and administrative                    4,846,192       642,257
Depreciation (Note A)                                       2,016           341
                                                      ------------  ------------
Total operating expenses                                4,848,208       642,598

Loss from operations                                   (4,807,508)     (642,598)

Other income:
Other income, debt forgiveness                                  -        12,857
Interest income                                                14             6
                                                      ------------  ------------
Total other income                                             14        12,863

Net loss before provision for income taxes             (4,807,494)     (629,735)

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

Net loss                                              $(4,807,494)  $  (629,735)
                                                      ============  ============

Preferred stock dividend - beneficial conversion
feature (Note B)                                         (255,000)            -
                                                      ------------  ------------

Net loss attributable to common shareholders          $(5,062,494)  $  (629,735)
                                                      ============  ============


Loss per share, basic and fully diluted (Note G)      $ (1,476.81)  $(57,248.64)
                                                      ============  ============

Basic and diluted weighted average number of shares
outstanding (Note G)                                        3,428            11
                                                      ============  ============
<FN>
           See accompanying notes to consolidated financial statements
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                                  THE JACKSON RIVERS COMPANY
                                CONSOLIDATED STATEMENTS OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY
                                        FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                     Series A    Series A                          Additional
                                                                Preferred
                                                    Preferred     Stock     Common  Common Stock     Paid-in        Stock
                                                      Stock       Amount    Stock      Amount        Capital     Subscription
                                                    ----------  ----------  ------  -------------  -----------  --------------
<S>                                                 <C>         <C>         <C>     <C>            <C>          <C>
BALANCE AT JANUARY 1, 2003                                  -   $        -       9  $           -  $   211,780  $           -
                                                    ==========  ==========  ======  =============  ===========  ==============
Issuance of common stock to consultants in
exchange for services rendered at approximately
73,500 per share                                           -            -       4              -      294,000              -
Issuance of common stock to employees in
exchange for options exercised at approximately
66,725 per share                                           -            -       4              -      266,900              -
Issuance of common stock to employees in
exchange for options exercised at approximately
17,000 per share                                           -            -       3              -      110,500        (59,500)
Net loss                                                    -            -       -              -            -              -
                                                    ----------  ----------  ------  -------------  -----------  --------------
BALANCE AT DECEMBER 31, 2003                                -   $        -      20  $           -  $   883,180  $     (59,500)
                                                    ==========  ==========  ======  =============  ===========  ==============
Employee compensation and proceeds received
for common stock subscribed during the year
ended December 31, 2003                                     -            -       -              -            -         59,500
Issuance of common stock to consultants in
exchange for services rendered at approximately
144 per share                                              -            -   4,607              -      665,490              -
Issuance of common stock to employees in
exchange for options exercised at approximately
119 per share                                              -            -  29,060              -    3,458,070              -
Issuance of common stock to employees in
exchange for options exercised at approximately
3.54 per share                                             -            -  18,000              -       63,630        (63,630)
Issuance of preferred stock to Company's
President in exchange for services rendered at
approximately $0.26 per share                       1,000,000           10       -              -      254,990              -
Issuance of common stock to Company's
President in exchange for conversion of
preferred stock to common stock                       (20,000)           -  10,000              -            -              -
Preferred stock dividend - beneficial conversion
feature (Note B)                                            -            -       -              -      255,000              -
Forgiveness of debt by Company's officer (Note -
D)                                                          -            -       -              -       50,000              -
Net loss                                                    -            -       -              -            -              -
                                                    ----------  ----------  ------  -------------  -----------  --------------
BALANCE AT DECEMBER 31,2004                           980,000   $       10  61,687  $           1  $ 5,630,360  $     (63,630)
                                                    ==========  ==========  ======  =============  ===========  ==============


                                                     Preferred
                                                       Stock      Accumulated
                                                     Dividend       Deficit        Total
                                                    -----------  -------------  ------------
<S>                                                 <C>          <C>            <C>
BALANCE AT JANUARY 1, 2003                          $        -   $   (187,543)  $    24,237
                                                    ===========  =============  ============
Issuance of common stock to consultants in
exchange for services rendered at approximately
73,500 per share                                            -              -       294,000
Issuance of common stock to employees in
exchange for options exercised at approximately
66,725 per share                                            -              -       266,900
Issuance of common stock to employees in
exchange for options exercised at approximately
17,000 per share                                            -              -        51,000
Net loss                                                     -       (629,735)     (629,735)
                                                    -----------  -------------  ------------
BALANCE AT DECEMBER 31, 2003                        $        -   $   (817,278)  $     6,402
                                                    ===========  =============  ============
Employee compensation and proceeds received
for common stock subscribed during the year
ended December 31, 2003                                      -              -        59,500
Issuance of common stock to consultants in
exchange for services rendered at approximately
144 per share                                               -              -       665,490
Issuance of common stock to employees in
exchange for options exercised at approximately
119 per share                                               -              -     3,458,071
Issuance of common stock to employees in
exchange for options exercised at approximately
3.54 per share                                              -              -             -
Issuance of preferred stock to Company's
President in exchange for services rendered at
approximately $0.26 per share                                -              -       255,000
Issuance of common stock to Company's
President in exchange for conversion of
preferred stock to common stock                              -              -             -
Preferred stock dividend - beneficial conversion
feature (Note B)                                      (255,000)             -             -
Forgiveness of debt by Company's officer (Note -
D)                                                           -              -        50,000
Net loss                                                     -     (4,807,494)   (4,807,494)
                                                    -----------  -------------  ------------
BALANCE AT DECEMBER 31,2004                         $ (255,000)  $ (5,624,772)  $  (313,031)
                                                    ===========  =============  ============
<FN>
                  See accompanying notes to consolidated financial statements
</TABLE>


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                      THE JACKSON RIVERS COMPANY
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                                                  2004         2003
                                                                                  -----        ----
<S>                                                                           <C>           <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss from operation                                                       $(4,807,494)  $(629,735)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation                                                                        2,016         341
Common stock issued in exchange for consulting services rendered (Note B)         665,490     294,000
Common stock issued in exchange for employee services rendered and
related transaction costs (Note B and C)                                        2,007,056      67,624
Employee compensation and transaction costs in connection with common
stock subscribed (Note B)                                                           6,373           -
Preferred stock issued in exchange for management fees (Note B)                   255,000           -
Loss from disposal of equipment                                                         -       1,272
(Increase) in accounts receivable                                                 (37,800)          -
(Increase) decrease in prepaid expenses and other                                  (3,499)      1,547
Increase in cash disbursed in excess of available funds                            11,073           -
Increase (decrease) in accounts payable and accrued liabilities                   395,657       4,082
                                                                              ------------  ----------
Net cash (used in) operating activities                                        (1,506,128)   (260,869)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                               (7,462)     (4,098)
                                                                              ------------  ----------
Net cash (used in) investing activities                                            (7,462)     (4,098)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (repayments of) related party advances                                 (100)        100
Proceeds from the sale of common stock subscribed, net of costs and fees
(Note B)                                                                           53,127           -
Proceeds from the sale of common stock, net of costs and fees (Note B)          1,451,015     250,276
                                                                              ------------  ----------
Net cash provided by financing activities                                       1,504,042     250,376

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (9,548)    (14,591)
Cash and cash equivalents at beginning of year                                     14,820      29,411
                                                                              ------------  ----------
Cash and cash equivalents at end of year                                      $     5,272   $  14,820
                                                                              ============  ==========

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)         665,490     294,000
Preferred stock issued in exchange for management fees (Note B)                   255,000           -
Common stock issued in exchange for employee services rendered and
related transaction costs (Note B and C)                                        2,007,056      67,624
Employee compensation and transaction costs in connection with common
stock subscribed (Note B)                                                           6,373           -
Debt forgiveness (Note D and E)                                                    50,000      12,857
Preferred stock dividend - beneficial conversion feature (Note B)                (255,000)          -
Employee stock purchase plan: (Note B)
Common stock issued under employee stock purchase plan                          3,521,701     377,400
Less: stock subscription receivable                                               (63,630)    (59,500)
Less: common stock retained by employees and related transaction costs         (2,007,056)    (67,624)
                                                                              ------------  ----------
Net proceeds from the sale of common stock                                    $ 1,451,015   $ 250,276
                                                                              ============  ==========
<FN>
                      See accompanying notes to consolidated financial statements
</TABLE>


                                      F-7
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

A  summary  of the significant accounting policies applied in the preparation of
the  accompanying  consolidated  financial  statements  follows.

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  was  a "development stage
enterprise"  (as  defined  in statement of Financial Accounting Standards No. 7)
until  September  30, 2004.  The Company is currently engaged in the business of
developing  and  providing  customized  information  management  systems.

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.

Revenue  Recognition
--------------------
The  Company  follows a policy of recognizing revenues as services are provided.
The  Company recognizes revenue in accordance with Staff Accounting Bulletin No.
104,  REVENUE RECOGNITION ("SAB104"), which superceded Staff Accounting Bulletin
No.  101,  REVENUE  RECOGNITION  IN  FINANCIAL  STATEMENTS  ("SAB101").

SAB  101  requires  that  four  basic criteria must be met before revenue can be
recognized:  (1)  persuasive evidence of an arrangement exists; (2) delivery has
occurred;  (3)  the  selling  price  is  fixed  and  determinable;  and  (4)
collectibility  is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of  the  products delivered and the collectibility of those amounts.  Provisions
for  discounts  and  rebates to customers, estimated returns and allowances, and
other  adjustments  are  provided  for  in the same period the related sales are
recorded.  The  Company  defers  any  revenue for which the product has not been
delivered  or  is  subject  to  refund  until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will
be  required.

SAB  104  incorporates  Emerging  Issues  Task  Force  00-21  ("EITF  00-21"),
MULTIPLE-DELIVERABLE  REVENUE  ARRANGEMENTS. EITF 00-21 addresses accounting for
arrangements  that may involve the delivery or performance of multiple products,
services  and/or  rights to use assets. The effect of implementing EITF 00-21 on
the  Company's consolidated financial position and results of operations was not
significant.

Advertising
-----------

The  Company follows the policy of charging the costs of advertising to expenses
as  incurred. The Company did not incur advertising costs during the years ended
December  31,  2004  and  2003.


                                      F-8
<PAGE>
                            THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Cash  Equivalents
-----------------

For  purposes  of the Statements of Cash Flows, the Company considers all highly
liquid  debt  instruments purchased with a maturity date of three months or less
to  be  cash  equivalents.

Property  and  Equipment
------------------------

Property  and  equipment are stated at cost. When retired or otherwise disposed,
the  related  carrying  value  and accumulated depreciation are removed from the
respective  accounts  and  the  net  difference  less  any  amount realized from
disposition,  is  reflected  in  earnings.  For  financial  statement  purposes,
property and equipment are depreciated using the straight-line method over their
estimated useful lives of the assets.  Depreciation expense included as a charge
to  operations  amounted  $$2,016 and $341 for the years ended December 31, 2004
and  2003,  respectively.

Income  Taxes
-------------

Income  taxes are provided based on the liability method for financial reporting
purposes  in accordance with the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Under this method deferred tax
assets  and  liabilities  are  recognized  for  the  future  tax  consequences
attributable  to differences between the financial statement carrying amounts of
existing  assets  and  liabilities  and  are  measured  using  enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences  are  expected to be removed or settled.  The effect on deferred tax
assets  and liabilities of a change in tax rates is recognized in the statements
of  operations  in  the  period  that  includes  the  enactment  date.

Earnings  Per  Share
--------------------

The  Company  has  adopted  Statement of Financial Accounting Standards No. 128,
"Earnings  Per  Share,"  specifying the computation, presentation and disclosure
requirements  of  earnings  per share information.  Basic earnings per share has
been  calculated  based  upon  the  weighted  average  number  of  common shares
outstanding.  Stock  options  and  warrants  have  been excluded as common stock
equivalents  in  the  diluted  earnings  per  share  because  they  are  either
antidilutive,  or  their  effect  is  not  material.

Use  of  Estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  certain  reported  amounts and disclosures.  Accordingly, actual results
could  differ  from  those  estimates.


                                      F-9
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Impairment  of  Long-Lived  Assets
----------------------------------

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 144
("SFAS  144").  The  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may not be recoverable. Events relating to recoverability may include
significant  unfavorable  changes in business conditions, recurring losses, or a
forecasted  inability  to  achieve break-even operating results over an extended
period.  The  Company  evaluates  the  recoverability of long-lived assets based
upon  forecasted  undiscounted  cash  flows.  Should  an  impairment in value be
indicated,  the  carrying  value of intangible assets will be adjusted, based on
estimates  of  future  discounted cash flows resulting from the use and ultimate
disposition  of  the asset.  SFAS No. 144 also requires assets to be disposed of
be  reported at the lower of the carrying amount or the fair value less costs to
sell.

Research  and  Development
--------------------------

The  Company  accounts for research and development costs in accordance with the
Financial  Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards  No.  2  ("SFAS  2"),  "Accounting for Research and Development Costs.
Under  SFAS  2, all research and development costs must be charged to expense as
incurred.  Accordingly,  internal research and development costs are expensed as
incurred.  Third-party  research  and  developments  costs are expensed when the
contracted  work  has been performed or as milestone results have been achieved.
Company-sponsored  research  and  development  costs related to both present and
future  products  are  expensed  in the period incurred. The Company incurred no
research and product development costs for the years ended December 31, 2004 and
2003.

Concentrations  of  Credit  Risk
--------------------------------

Financial instruments and related items which potentially subject the Company to
concentrations  of  credit  risk consist primarily of cash, cash equivalents and
trade  receivables.  The  Company places its cash and temporary cash investments
with  credit  quality institutions.  At times, such investments may be in excess
of  the  FDIC  insurance  limit.  The Company will periodically review its trade
receivables  in  determining  its allowance for doubtful accounts. The allowance
for  doubtful  accounts  was $2,900 and $0 at December 31, 2004 and December 31,
2003,  respectively.

Fair  Value  of  Financial  Instruments
---------------------------------------

Statement  of  Financial  Accounting  Standards No. 107, "Disclosures About Fair
Value  of  Financial  Instruments,"  requires  disclosure  of  the fair value of
certain  financial instruments. The carrying value of cash and cash equivalents,
accounts receivable, accounts payable and short-term borrowings, as reflected in
the balance sheets, approximate fair value because of the short-term maturity of
these  instruments.


                                      F-10
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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, 2004 and 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  December  31,  2004  (see  Note  C).

Liquidity
---------

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of $4,807,494 and $629,735 for the years ended December 31, 20004 and
2003,  respectively.  The  Company's  current  liabilities  exceeded its current
assets  by  $322,233  as  of  December  31,  2004.

Comprehensive  Income
---------------------

Statement  of  Financial  Accounting  Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive  Income,"  establishes  standards  for reporting and displaying of
comprehensive  income,  its  components and accumulated balances.  Comprehensive
income  is  defined to include all changes in equity except those resulting from
investments  by  owners  and  distributions to owners.  Among other disclosures,
SFAS  130  requires  that  all  items  that  are required to be recognized under
current  accounting  standards as components of comprehensive income be reported
in  a  financial  statement  that is displayed with the same prominence as other
financial  statements.  The  Company  does  not  have any items of comprehensive
income  in  any  of  the  periods  presented.

Reclassifications
-----------------

Certain reclassifications have been made in prior year's financial statements to
conform  to  classifications  used  in  the  current  year.


                                      F-11
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Segment  Information
--------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting  information  regarding  operating  segments  in  annual  financial
statements  and requires selected information for those segments to be presented
in  interim financial reports issued to stockholders.  SFAS 131 also establishes
standards  for  related  disclosures  about products and services and geographic
areas.  Operating  segments  are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief  operating  decision  maker, or decision-making group, in making decisions
how  to  allocate  resources  and assess performance.  The information disclosed
herein  materially  represents  all  of the financial information related to the
Company's  principal  operating  segment.

New  Accounting  Pronouncements
-------------------------------

In  November  2004,  the Financial Accounting Standards Board (FASB) issued SFAS
151,  Inventory  Costs-  an  amendment  of ARB No. 43, Chapter 4. This Statement
amends  the  guidance  in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the  accounting for abnormal amounts of idle facility expense, freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5  of  ARB 43, Chapter 4,
previously  stated  that "under some circumstances, items such as idle facility
expense,  excessive  spoilage,  double  freight,  and rehandling costs may be so
abnormal  as  to  require  treatment  as current period charges" This Statement
requires  that those items be recognized as current-period charges regardless of
whether  they  meet  the criterion of "so abnormal." In addition, this Statement
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on the normal capacity of the production facilities. This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning  after June 15, 2005. Management does not believe the adoption of this
Statement  will  have  any  immediate  material  impact  on  the  Company.

In  December  2004,  the  FASB  issued  SFAS No.152, "Accounting for Real Estate
Time-Sharing  Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152)  The  amendments made by Statement 152 This Statement amends FASB Statement
No.  66,  Accounting  for  Sales  of  Real  Estate,  to  reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided  in  AICPA  Statement  of  Position (SOP) 04-2, Accounting for Real
Estate  Time-Sharing Transactions. This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to  state that the guidance for (a) incidental operations and (b) costs incurred
to  sell  real  estate  projects  does  not  apply  to  real estate time-sharing
transactions.  The  accounting  for those operations and costs is subject to the
guidance  in  SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
The  Company  does  not anticipate that the implementation of this standard will
have  a material impact on its financial position, results of operations or cash
flows.


                                      F-12
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  A  -  SUMMARY  OF  SIGNIICANT  ACCOUNTING  POLICIES  (CONTINUED)

New  Accounting  Pronouncements  (Continued)
--------------------------------------------

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement  of  Financial Accounting Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS  123R").  SFAS 123R requires that compensation cost
related  to  share-based  payment  transactions  be  recognized in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock  options, restricted stock plans, performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R  are  effective  as  of the first interim period that begins after June 15,
2005.  Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost  in  the financial statements.
Management  is  assessing  the  implications of this revised standard, which may
materially  impact  the  Company's results of operations in the third quarter of
fiscal  year  2005  and  thereafter.

On  December  16,  2004, FASB issued Statement of Financial Accounting Standards
No.  153,  Exchanges  of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends APB
Opinion  29  to  eliminate  the  exception  for nonmonetary exchanges of similar
productive  assets  and  replaces  it  with a general exception for exchanges of
nonmonetary  assets  that do not have commercial substance. Under SFAS 153, if a
nonmonetary  exchange  of similar productive assets meets a commercial-substance
criterion  and fair value is determinable, the transaction must be accounted for
at  fair  value  resulting  in  recognition  of  any  gain  or loss. SFAS 153 is
effective  for  nonmonetary transactions in fiscal periods that begin after June
15,  2005.  The  Company  does  not  anticipate  that the implementation of this
standard  will  have  a  material  impact  on its financial position, results of
operations  or  cash  flows.

NOTE  B  -  CAPITAL  STOCK

The  Company has authorized 100,000,000 shares of common stock, with a par value
$0.001 per share.  In August 2004, the Company filed the Article of Amendment to
the  Articles  of  Incorporation  to  increase  the  authorized  shares  to  be
2,180,000,000,  of  which 1,980,000,000 shares shall be common shares with a par
value  $0.001 per share, and 200,000,000 shares shall be preferred shares with a
par  value $0.001 per share.  In November 2004, the Company's board of directors
approved  an  amendment  to  the  Articles  of  Incorporation  to  increase  the
authorized  common shares from 1,980,000,000 to 5,000,000,000 shares, with a par
value  $0.00001  per  share,  and  increase the authorized preferred shares from
200,000,000  to  1,000,000,000  shares, with a par value $0.00001 per share.  In
November  2004,  the  Company  effected a one one-for-one thousand reverse stock
split  of  its authorized and outstanding shares of common stock.  Subsequent to
the  date  of  the  financial statements, the Company effected a one one-for-two
thousand  reverse stock split of its authorized and outstanding shares of common
stock in February 2005.  All references in the financial statements and notes to
financial  statements,  numbers  of  shares  and  share  amounts  have  been
retroactively  restated  to  reflect  the  reverse  split  in  November 2004 and
February  2005.  As of December 31, 2004 and 2003, the Company has 61,687 and 20
shares  of  common  stock  issued  and  outstanding,  respectively.


                                      F-13
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  B  -  CAPITAL  STOCK  (CONTINUED)

Effective  October  18,  2004,  the  Company designated 10,000,000 shares of its
preferred  stock  as  the  Series A Preferred Stock.  Each share of the series A
preferred  stock is convertible into 1,000 shares of the Company's common stock.
On  all  matters submitted to a vote of the Company's security holders, a holder
of  the Series A Preferred Stock is entitled to the number of votes equal to the
number  of shares of the Series A Preferred Stock held by such holder multiplied
by  2,000.  Upon  the  dissolution,  liquidation  or winding up of the  Company,
whether  voluntary  or  involuntary,  the  holders  of  the  then  outstanding
shares  of  Series  A  Preferred  Stock  shall be entitled to receive out of the
assets  of  the  Company  the  sum  of $0.001 per share (the "Liquidation Rate")
before  any  payment  or  distribution shall be made on the common stock, or any
other  class  of  capital  stock  of  the Company ranking junior to the Series A
Preferred  Stock.  As  of  December  31,  2004 and 2003, the Company has 980,000
shares  and  none Series A preferred stock issued and outstanding, respectively.

Effective October 18, 2004, the Company also designated 10,000,000 shares of its
preferred  stock  as  the  Series B Preferred Stock.  Each share of the series B
preferred  stock  is convertible into shares of the Company's common stock at 80
percent  of  the  OTCBB,  (or  such other exchange or market on which the Common
Stock  is  then listed, if the Common Stock is not listed on the OTCBB) five-day
average  closing  bid price for each share of the common stock for the five days
prior  to  the  date  of  the  conversion.  Upon the dissolution, liquidation or
winding  up of the  Company,  whether  voluntary  or  involuntary,  the  holders
of  the  then  outstanding  shares of Series B Preferred Stock shall be entitled
to  receive  out  of  the  assets  of  the  Company  the sum of $0.001 per share
(the  "Liquidation  Rate")  before  any payment or distribution shall be made on
the  common  stock, or any  other  class of capital stock of the Company ranking
junior  to the Series B Preferred  Stock.  As of December 31, 2004 and 2003, the
Company  has  no  Series  B  preferred  stock  issued  and  outstanding.

During  the  year  ended December 31, 2003, the Company issued an aggregate of 4
shares  of  common  stock  to  consultants  in exchange for $294,000 of services
rendered,  which  approximated  the  fair  value of the shares issued during the
period  the services were rendered.  The Company issued an aggregate of 7 shares
of  common  stock  to  officers  and employees for stock options exercised for a
total of $377,400, which approximated 85% of the fair value of the shares issued
on  the  date  of  the options were exercise (see Note C).  The Company received
$250,276  of proceeds, net of costs and fees.  Stock subscription of $59,500 was
due  to  the  Company  and compensation and related transaction costs of $67,624
were  charged  to  income  during  the  year  ended  December  31,  2003.

During  the  year  ended  December  31,  2004, the Company received the 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  for the year ended December 31, 2004.  The Company issued an
aggregate  of  4,607  shares  of  common  stock  to  consultants in exchange for
$665,490  of  services rendered, which approximated the fair value of the shares
issued  during  the  period  the  services were rendered.  The Company issued an
aggregate  of  47,060 shares of common stock to officers and employees for stock
options  exercised for a total of $3,521,701, which approximated 85% of the fair
value  of  the  shares issued on the date of the options were exercise (see Note
C).  The  Company received $1,451,015 of proceeds, net of costs and fees.  Stock
subscription  of  $63,630  was  due  to the Company and compensation and related
transaction  costs  of  $2,007,056  were charged to income during the year ended
December  31,  2004.


                                      F-14
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  C  -  EMPLOYEE  STOCK  INCENTIVE  PLAN

In  November 2004, the Company issued an aggregate of 1,000,000 shares of Series
A  preferred  stock  to  its  President  and  CEO  in  exchange  for $255,000 of
management  fees.  The  reverse  stock  split  had no effect on the ratio of the
conversion  with respect to the preferred stock.  In  accordance  with  Emerging
Issues  Task Force Issue  98-5,  Accounting  for Convertible  Securities  with a
Beneficial  Conversion  Features  or  Contingently Adjustable  Conversion Ratios
("EITF 98-5"),  the Company recognized an imbedded beneficial conversion feature
present  in  the  preferred stock in connection with the Company's reverse stock
split.  The  Company  recognized  and  measured  an aggregate of $255,000, which
equals  to the intrinsic value of the imbedded beneficial conversion feature, to
additional  paid-in  capital and a return to the preferred stock holders.  Since
the preferred shares were convertible at the date of issuance, the return to the
preferred  shareholder  attributed to the beneficial conversion feature has been
recognized  in  full  at  the  date  the  preferred  stock  was  issued.

In November 2004, the Company's President and CEO converted 20,000 shares of the
Series A preferred stock into 10,000 shares (20,000,000 pre-split shares) of the
Company's  restricted  common  stock.

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  Plan  is administered by a Compensation Committee (the
"Committee")  appointed by the board of directors of the Company.  The number of
shares  authorized  under  the Plan shall not be proportionately adjusted in the
event  of  any  increase  or  decrease in the number of the issued shares of the
common  stock  which  results  from  any  stock  split.

The maximum number of shares of common stock that may be awarded or issued under
the  Plan  was 17,000,000 shares.  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 shares.  In
September  2004,  the  Company  increased  the  maximum  number  of  shares  of
common  stock  that  may  be  awarded  or  issued  to  400,000,000  shares.  In
December  2004,  the  Company  increased  the  maximum  number  of  shares  of
common  stock  that  may  be  awarded  or  issued  to  800,000,000  shares.

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.  An aggregate of
47,060  and  7  post-stock  split  options  were  granted  and  all options were
exercised  on  the  grant date during the year ended December 31, 2004 and 2003,
respectively (Note B). There are no stock options outstanding as of December 31,
2004.

NOTE  D  -  RELATED  PARTY  TRANSACTIONS

In  June  2003,  a  former majority shareholder sold 10,000,000 shares of common
stock to twelve investors in a private sale.  As part of the sale agreement, the
former  majority  shareholder  agreed  to forgive the service and facility costs
accrued  from  inception,  and to accept consulting fees of $16,892 for services
provided  through  the  date  of  the  sale.  As  a result of the forgiveness of
service  and  facility  costs,  the  Company  recognized $12,857 as other income
during  the  year  ended  December  31,  2003.


                                      F-15
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  D  -  RELATED  PARTY  TRANSACTIONS  (CONTINUED)

An  entity  controlled  by  the  Company's  President  has advanced funds to the
Company  for  working  capital purposes.  The amount of the advances at December
31,  2003 is $100.  During the year ended December 31, 2004, the amount was paid
in  full.  On  January  1,  2004, the Company entered into a one-year consulting
agreement  with  the entity controlled by the Company's President ("Consultant")
whereby  the  Company  compensates the Consultant $8,000 per week for consulting
services rendered. The Company also engaged the Consultant on different projects
of  marketing  development,  contract  negotiation,  and public relations. Total
consulting fees paid to Consultant amounted $545,500 for the year ended December
31,  2004.

In  December  2004, the Company's President released the Company's obligation of
$50,000  accrued  liabilities payable to the Company's President pursuant to the
Technology  License  Agreement  with  Multitrade Technologies LLC (Note E).  The
Company's  President  is  also  a  significant  shareholder of the Company. As a
result  of  the  forgiveness  of debts, the Company accounted for the $50,000 as
additional  paid-in  capital  contributed  by the Company's President during the
year  ended  December  31,  2004.

NOTE  E  -  ACCOUNTS  PAYABLE  AND  ACCRUED  LAIBILITIES

Accounts  payable  and  accrued liabilities at December 31, 2004 and 2003 are as
follows:

<TABLE>
<CAPTION>
                                                      2004      2003
                                                      ----      ----
<S>                                                 <C>       <C>
Accrued expenses                                    $149,195  $15,529

Accrued payroll, payroll expenses and taxes           11,991        -

Accrued liabilities in connection with MTT license   200,000        -
                                                    --------  -------
Total                                               $361,186  $15,529
                                                    ========  =======
</TABLE>

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 Delaware 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").  In June 2004, the Company and JRT rescinded the
Acquisition,  and entered into a Technology License Agreement ("Agreement") with
MTT,  whereby  the  Company  has  the  exclusive,  worldwide  sublicense  to
commercialize  certain  software  technologies  from  MTT.  Pursuant  to  the
Agreement,  the  Company  is obligated to make a one-time cash payment to MTT in
the  amount  of  $200,000  and  a  one-time  cash  payment  of  $50,000  to  the
Company's  President  (Note  D).  During  the  year ended December 31, 2004, the
Company  has charged license fees in the amount of $250,000 to operations. As of
December  31,  2004,  the  fees  are  unpaid  and  the  Company plans to issue a
promissory  note in the amount of $200,000 to MTT.  As of December 31, 2004, the
Company  and  MTT  have  not  finalized the terms of the note agreement, and all
unpaid  fees  to  MTT  in  the  amount of $200,000 are included in the Company's
accrued  liabilities.  In  December  2004,  the Company's President released the
Company's  obligation  of  $50,000  accrued liabilities payable to the Company's
President pursuant to the Technology License Agreement with MTT.  As a result of
the  forgiveness  of  debts, the Company accounted for the $50,000 as additional
paid-in  capital  contributed  by  the Company's President during the year ended
December  31,  2004  (Note D).  In connection with the Agreement, the Company is
also obligated to pay to MTT $20,000 per month of royalty and sales support fees
and  any additional royalty based on a percentage of sales during the first year
of  the  Agreement.  Unpaid  royalty and sales support fees at December 31, 2004
included  in  accrued  liabilities  were  $61,750.


                                      F-16
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  F  -  INCOME  TAXES

The Company has adopted Financial Accounting Standard number 109, which requires
the  recognition  of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statement or
tax  returns.  Under  this  method,  deferred  tax  liabilities  and  assets are
determined based on the difference between financial statements and tax basis of
assets  and  liabilities using enacted tax rates in effect for the year in which
the  differences are expected to reverse.  Temporary differences between taxable
income  reported  for  financial  reporting purposes and income tax purposes are
insignificant.

For  income tax reporting purposes, the Company's aggregate unused net operating
losses  approximate  $5,624,000,  which  expires  through  2024,  subject  to
limitations  of  Section  382  of  the  Internal  Revenue Code, as amended.  The
deferred tax asset related to the carry forward is approximately $1,912,000. Due
to  significant  changes in the Company's ownership, the Company's future use of
its  existing  net  operating  losses  may  be  limited.

Components  of  deferred  tax  assets  as  of  December 31, 2004 are as follows:

<TABLE>
<CAPTION>
<S>                     <C>
Non-Current:
Net operating loss      $ 1,912,000
carryforward
Valuation allowance      (1,912,000)
                        ------------
Net deferred tax asset  $         -
                        ============
</TABLE>

NOTE  G  -  LOSSES  PER  COMMON  SHARE

The  following  table  presents  the  computation  of basic and diluted loss per
share.  The numbers of shares and share amounts have been retroactively restated
to  reflect  the  reverse  split.

<TABLE>
<CAPTION>
                                                2004          2003
                                            ------------  -------------
<S>                                         <C>           <C>
Net loss available for common shareholders  $(5,062,494)  $   (629,735)
                                            ============  =============
Basic and fully diluted loss per share      $ (1,476.81)  $( 57,248.64)
                                            ============  =============
Weighted average common shares outstanding        3 428             11
                                            ============  =============
</TABLE>

NOTE  H  -  BUSINESS  CONCENTRATION

Revenue  from two customers amounted $40,700 or 100% of sales for the year ended
December  31,  2004.  The  Company  generated  no revenues during the year ended
December  31,  2003.


                                      F-17
<PAGE>
                           THE JACKSON RIVERS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  I  -  COMMITMENTS  AND  CONTINGENCIES

Lease  Agreement
----------------

The  Company  entered  into  a  six-month agreement leasing office spaces in San
Diego, California.  Monthly rental under the lease is $2,318, expires on January
31,  2005.  In  February  2004,  the Company entered into an agreement leasing a
corporate apartment in San Diego, California.  Monthly rental under the lease is
$2,995  ($1,995  to be paid by the Company and $1,000 paid by employees) expires
on  February  28,  2005.  The Company also leases office space under a sub-lease
agreement  for office spaces in New York, NY.  Monthly rental under the lease is
$975,  expires  on  April  30,  2005.  Commitments for minimum rentals under non
cancelable  leases  at  December  31,  2004  amounted  $10,208.

Total  rental  expenses  charged to income were $55,982 and $5,780 for the years
ended  December  31,  2004  and  2003,  respectively.

Litigation
----------

The  Company  is  subject  to  legal  proceedings and claims, which arise in the
ordinary  course  of  its  business.  Although  occasional  adverse decisions or
settlements  may  occur, the Company believes that the final disposition of such
matters  should  not  have  a material adverse effect on its financial position,
results  of  operations  or  liquidity.

NOTE  J  -  GOING  CONCERN  MATTERS

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the normal course of business. As shown in the accompanying
financial  statements  during  the  year  ended  December 31, 2004 and 2003, the
Company  has  incurred  a  loss  of  $4,807,494 and $629,735, respectively.  The
Company's  current  liabilities  exceeded  its  current assets by $322,233 as of
December  31,  2004.  These  factors  among others may indicate that the Company
will  be  unable to continue as a going concern for a reasonable period of time.
The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable  operations  and  resolve  its  liquidity  problems.  Management
anticipates  the Company will attain profitable status and improve its liquidity
through  the  continued  developing,  marketing  and selling of its products and
additional  equity  investment  in  the  Company.  The  accompanying  financial
statements  do  not include any adjustments that might result should the Company
be  unable  to  continue  as  a  going  concern.

In  order  to  improve the Company's liquidity, the Company is actively pursuing
additional  equity  financing  through  discussions  with investment bankers and
private  investors.  There can be no assurance the Company will be successful in
its  effort  to  secure  additional  equity  financing.

If  operations  and  cash  flows  continue  to  improve  through  these efforts,
management  believes  that  the  Company  can  continue to operate.  However, no
assurance  can  be  given  that  management's  actions will result in profitable
operations  or  the  resolution  of  its  liquidity  problems.

NOTE  K  -  SUBSEQUENT  EVENTS

On  February  1,  2005,  the Company effected a one one-for-two thousand reverse
stock  split  of  its  authorized  and  outstanding shares of common stock.  All
references  in  the  financial  statements  and  notes  to financial statements,
numbers  of shares and share amounts have been retroactively restated to reflect
the  reverse  split.


                                      F-18
<PAGE>