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

                                   FORM 10-KSB/A

                   (IN ACCORDANCE WITH RULE 15D-2, THIS REPORT
                       CONTAINS ONLY FINANCIAL STATEMENTS
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002)


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

             For the fiscal year ended DECEMBER 31, 2002
                                       -------------------

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

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


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

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

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

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

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

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

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

           Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) as been subject to such filing requirements for past 90 days.

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


                                        1

<PAGE>


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

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

        Aggregate market value of the voting and non-voting common equity held
by non- affiliates of the registrant as of December 31, 2002: $ 305,310.

        Number of shares outstanding of registrant's Common Stock, par Value
$0.001, as of December 31, 2002: 17,632,750

        Documents incorporated by reference: None

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

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

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

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


        The Jackson Rivers Company was incorporated in Florida in May 2001. Our
executive office is located at Suite 314, Washington Mutual Bank Tower, 2401
East Atlantic Boulevard, Pompano Beach, Florida 33062. The telephone number is
(954) 782-5006. We are a development stage company and do not presently have any
substantial assets or operating business. To date our activities have been
limited to organization, business planning, and registration of the company's
Shares. We have not yet made any loans.


                                        2

<PAGE>



MARKETING

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

        It is anticipated that our loan program will be marketed to funeral
homes by our officers and employees. We believe our loan program will allow
participating funeral directors to up-sell consumers without fear of losing the
sale because of a shortage of available funds or because of "sticker-shock" over
the final price of the arrangements.

        Until our operations are sufficiently established, we will focus our
marketing in Florida, where we have been granted a Retail Installment license.
As our resources permit, we will apply for licenses and expand marketing to
other jurisdictions, such as California.

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

LOANS SECURED BY INSURANCE POLICIES

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

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

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

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

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


                                        3

<PAGE>

LEVERAGE

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

COMPETITION

        We will be competing directly with numerous other companies engaged in
consumer lending, including banks, credit unions, and consumer finance
companies.

        In addition, large chain funeral homes often finance their own sales.
Many of such entities are established companies with substantial resources and
experience. No assurance can be given that we will be able to compete
successfully with these entities.

REGULATION

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

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

                                        4

<PAGE>


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

EMPLOYEES

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

ITEM 2. DESCRIPTION OF PROPERTY

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

        Our offices are presently co-located in a suite in Pompano Beach,
Florida, which is provided without cost as an accommodation by Mr. Paradiso. Our
officers and directors will initially operate out of their own offices.

        Until such time as Jackson Rivers has $1,000,000 of monies on loan or
available for lending, Mr. Paradiso has agreed to provide an office, office
equipment, and management without cost to the company. At such time as the
company has $1,000,000 on loan, the company will commence paying rent at
prevailing market rates and other office expenses. Rent will depend on the
amount of space required, but it is anticipated that approximately 1,300 square
feet will be required, for which we can expect to pay approximately $11 per
square foot at prevailing 2003 rates in Pompano Beach.

ITEM 3. LEGAL PROCEEDINGS

        None

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

        None


                                        5

<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        There is a market for the Company's shares. (OTC:BB) .

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

        As of December 31, 2002, there were 59 record holders of our common
stock. No cash dividends have been declared on our common stock since inception,
and management does not anticipate that dividends will be paid in the
foreseeable future.

USE OF PROCEEDS FROM SALE OF SECURITIES IN 2002

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

        From the effective date of the registration statement through April 30,
2002, we sold 2,018,750 shares to 37 investors for a total of $80,750. Because
the bank with whom we had talked about serving as escrow agent for proceeds of
the offering pending sale of 15,000,000 shares declined to serve due to the
offering's small size, such funds were deposited in the company's operating
account, and applied to the acquisition of a desktop computer and payment of
certain expenses. As of December 31, 2002, such payments amounted to $42,242,
including professional fees ($27,212), a desktop computer ($1,696), fees of a
stock transfer agent ($4020), lending forms ($637), Sec Filing Services
($2480.), Promotional Materials ($5120.), Licensing fees ($1835.) and filing
fees and miscellaneous expenses ($1,330). Except for $540 of the filing fees,
such expenditures were not directly related to the offering of the company's
stock. Most expenses of the offering, which amounted to $10,843 as of March 31,
2002, were paid by Mr. Paradiso. Such expenses included legal fees of $7,000,
accounting fees of $1,119, and registration fees and filing services of $2,724.
The net proceeds to the company from the sale of its stock, after deducting the
expenses advanced by Mr. Paradiso, amounted to $61,157 as of March 31, 2002 . No
funds were applied to commissions, finders' fees, or discounts, and no payments
were made to any of our officers, directors, affiliates, or security holders
except for the repayment of loans and reimbursement of expenses. As of December
31, 2002, approximately $29,411. of offering proceeds remained in the company's
account. From the period of inception through December 31, 2002, the company
Sustained a Net Loss of $187,543. Total assets were $35,683.

        This application of proceeds constituted a change from the uses
contemplated by the company's prospectus in that the proceeds were not placed in
escrow, were released before 15,000,000 shares had been subscribed for, and were
not used for loans and salaries. Because of such deviation from the terms of the
prospectus, we extended a written offer to rescind the investments of all
investors.

                                       6

<PAGE>


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

        Much of the discussion in this Item 2 is "forward looking" as that term
is used in Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. Actual operations and results may materially differ from present
plans and projections due to changes in economic conditions, new business
opportunities, changed business conditions, and other developments. Other
factors that could cause results to differ materially are described in the
prospectus filed with the company's registration statement with the Securities
and Exchange Commission.

MANAGEMENT'S PLAN OF OPERATION

        Our initial efforts will focus on marketing loans through smaller,
independently owned funeral homes in Florida.

        The Minimum 15,000,000 shares were not subscribed for before July 5,
2002, and we Offered a recission to our subscribing shareholders as a result. We
advised the Subscribers that offering proceeds would not be escrowed, and that
all monies received would be immediately available for company operations.
Jackson Rivers received three requests for recission which had no effect on
company operations.

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

                                        7

<PAGE>



        At such time as the company has $1,000,000 on loan, the company will
also commence paying rent at prevailing market rates and other office expenses.
Rent will depend on the amount of space required, but it is anticipated that
approximately 1,300 square feet will be required, for which we can expect to pay
approximately $11 per square foot at prevailing 2003 rates in Pompano Beach.

        As soon as funds permit, we will seek to employ additional employees for
marketing, bookkeeping, and clerical functions. Initially we would contemplate
hiring two employees (a clerk and a manager). For the immediate future, we will
defer hiring additional employees, and rely on the services of our founder, Mr.
Paradiso.

        The funds heretofore raised are not sufficient to inaugurate full
operations, and there can be no assurance that the company can proceed without
alternative financing. We do not have any arrangements for such investment, and
there can be no assurance that such financing would be available, or if
available, that it would be available on terms deemed acceptable to us. Because
of such lack of capital and other reasons, an investment in our company involves
a very high degree of risk.

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

           Except for the $29,411 in our account as of December 31, 2002, from
the sale of stock, we do not have any funds or capital resources, nor do we have
any commitments for loans or lines of credit. It is anticipated we would have to
have at least $600,000 of equity for lending in order to break even.

        We will commence making loans on a test basis in during 2003, and if
initial marketing is successful, we believe we will be able to raise additional
financing, but as pointed out above, there can be no assurance that such
financing will be available.

FISCAL YEAR COSTS AND CHANGES IN FINANCIAL CONDITION

        As of the date of this report, we have not engaged in any business
activities which provide cash flow, and have not recorded any revenues from
operations. Losses from inception (May 8, 2001) through December 31, 2002,
amounted to $187,543. Such losses primarily reflect the costs of organizing the
company and of preparing and filing our registration statement with the
Securities and Exchange Commission.

                                        8

<PAGE>

ITEM 7. FINANCIAL STATEMENTS

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

                                                            PAGE

Independent Auditors' Report ..........................      F-1

Financial Statements:

     Balance Sheets ...................................      F-2

     Statements of Operations .........................      F-3

     Statements of Changes in Stockholders' Equity ....      F-4

     Statements of Cash Flows .........................      F-5

Notes to Financial Statements .........................      F6-9


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders,

The Jackson Rivers Company
Pompano Beach, Florida

We have audited the accompanying balance sheets of The Jackson Rivers Company (a
Florida corporation and a development stage company) as of December 31, 2002 and
2001 and the related statements of operations, changes in stockholders' equity,
and cash flows for the periods from inception, May 8, 2001, through December 31,
2001 and 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Jackson Rivers Company as
of December 31, 2002 and 2001, and the results of its operations and its cash
flows for the period from inception, May 8, 2001, through December 31, 2002 and
2001, in conformity with accounting principles generally accepted in the United
States of America.



Michaelson & Company, P.A.
Certified Public Accountants
1655 Palm Beach Lakes Blvd., Suite 710
West Palm Beach, Florida 33401 (561) 583-6800

February 15, 2003


                                      F-1
<PAGE>

                           THE JACKSON RIVERS COMPANY
                          (A Development Stage Company)
                                 BALANCE SHEETS
                     DECEMBER 31, 2002 AND DECEMBER 31, 2001
                       (See Independent Auditors' Report)

<TABLE>
<CAPTION>
                                                                               DEC. 31,            DEC. 31,
                                                                                 2002               2001
                                                                          ------------------  -----------------
<S>                                                                       <C>                 <C>
                     ASSETS
CURRENT ASSETS:
  Cash                                                                             $ 29,411              $ 677
  Prepaid Expenses                                                                    5,000                  -
                                                                          ------------------  -----------------
                                                                                     34,411                677
                                                                          ------------------  -----------------
Property & Equipment (net of accumulated depreciation
   of $424 and $0 as of December 31, 2002 and 2001,
   respectively)                                                                      1,272                  -
                                                                          ------------------  -----------------
TOTAL ASSETS                                                                         35,683                677
                                                                          ==================  =================

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accrued Expenses                                                                  11,446                159

STOCKHOLDERS' EQUITY:
  Common stock; $.001 par value, 100,000,000 shares authorized,                      17,633             10,000
       17,632,500 and 10,000,000 shares issued and outstanding
       as of December 31, 2002 and 2001, respectively
   Additional Paid-in Capital                                                       194,147              5,000
  (Deficit) accumulated during the development stage                               (187,543)           (14,482)
                                                                          ------------------  -----------------
              Total Stockholders' Equity                                             24,237                518
                                                                          ------------------  -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $ 35,683              $ 677
                                                                          ==================  =================


                 See Accompanying Summary of Accounting Policies and Notes to Financial Statements

</TABLE>

                                      F-2

<PAGE>


                           THE JACKSON RIVERS COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2002,
                     THE PERIOD FROM MAY 8, 2001 (INCEPTION)
                  TO DECEMBER 31, 2001, AND FOR THE PERIOD FROM
                MAY 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002
                       (See Independent Auditors' Report)

<TABLE>
<CAPTION>
                                                                        MAY 8, 2001      MAY 8, 2001
                                                          YEAR         (INCEPTION)       (INCEPTION)
                                                          ENDED          THROUGH          THROUGH
                                                         DEC. 31,        DEC. 31,         DEC. 31,
                                                           2002           2001              2002
                                                      --------------  ---------------  ---------------
<S>                                                   <C>             <C>              <C>
REVENUES:
    Income                                              $        --     $         --     $         --
                                                        ------------    -------------    -------------

GENERAL AND ADMINISTRATIVE EXPENSES:
   Corporate Expense                                            --                227              227
   Consulting Expense                                        128,530             --            128,530
   Depreciation Expense                                          424             --                424
   Professional Fees                                          27,212           11,650           38,862
   Investor Relations/Promotional
    Materials                                                  5,120             --              5,120
   SEC Filing Services                                         2,480            2,184            4,664
   Rent Expense                                                1,186             --              1,186
   Office Expense                                                637             --                637
   Licenses, Permits and Fees                                  1,835              268            2,103
   Postage & Delivery Expense                                    245             --                245
   Stock Transfer Fees                                         4,020             --              4,020
   Miscellaneous Expenses                                      1,330              153            1,483
                                                        ------------     ------------     ------------

          Total General & Administrative Expenses            173,019           14,482          187,501
                                                        ------------     ------------     ------------
OTHER EXPENSES:
   Interest Expense                                               42             --                 42
                                                        ------------     ------------     ------------

            Total Expenses                                   173,061           14,482          187,543
                                                        ------------     ------------     ------------

NET (LOSS)                                              $   (173,061)    $    (14,482)    $   (187,543)
                                                        ============     ============     ============

(LOSS) PER SHARE DATA:
  BASIC AND DILUTED                                     $     (0.013)    $     (0.002)    $     (0.017)
                                                        ============     ============     ============

  Weighted average shares outstanding - basic             13,042,438        8,750,000       11,325,463
                                                        ============     ============     ============

</TABLE>



 See Accompanying Summary of Accounting Policies and Notes to Financial
 Statements



                                      F-3
<PAGE>


                           THE JACKSON RIVERS COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE PERIOD FROM MAY 8, 2001 (INCEPTION)
                            THROUGH DECEMBER 31, 2002
                       (See Independent Auditors' Report)

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

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

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

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

Capital subscribed, per agreements             --             --           42,500           --             --           42,500
   dated February 2002

Capital subscribed, per agreements             --             --           29,500           --             --           29,500
   dated March 2002

Issuance of shares of common stock in     1,800,000          1,800        (72,000)        70,200           --             --
  exchange for capital subscribed,
  March, 2002

Capital subscribed, per agreements             --             --            8,750           --             --            8,750
   dated April 2002

Issuance of shares of common stock in       218,750            219         (8,750)         8,531           --               (0)
  exchange for capital subscribed,
  April, 2002

Recission of shares of common stock,        (62,500)           (63)          --           (2,437)          --           (2,500)
  August, 2002

Issuance of common stock in exchange        250,000            250           --            9,750           --           10,000
   for cash, September, 2002

Issuance of common stock in exchange      2,500,000          2,500           --           47,500           --           50,000
   for services, September, 2002

Issuance of common stock in exchange      2,926,500          2,927           --           55,603           --           58,530
   for services, November, 2002

Net (loss)                                     --             --             --             --         (173,061)      (173,061)
                                        -----------    -----------    -----------    -----------    -----------    -----------

BALANCE AT DECEMBER 31, 2002            17,632,750 $      17,633      $      --      $   194,147    $  (187,543)   $    24,237
                                        ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>


See Accompanying Summary of Accounting Policies and Notes to Financial
Statements



                                      F-4
<PAGE>

                           THE JACKSON RIVERS COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2002,
                    THE PERIOD FROM MAY 8, 2001 (INCEPTION)
                  TO DECEMBER 31, 2001, AND FOR THE PERIOD FROM
                MAY 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002
                       (See Independent Auditors' Report)

<TABLE>
<CAPTION>
                                                          YEAR          MAY 8, 2001       MAY 8, 2001
                                                          ENDED         (INCEPTION)       (INCEPTION)
                                                        DEC. 31,          THROUGH           THROUGH
                                                          2002         DEC. 31, 2001     DEC. 31, 2002
                                                     ---------------- ---------------  ----------------
<S>                                                  <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net (Loss)                                                $ (173,061)      $ (14,482)       $ (187,543)
Adjustments to reconcile net (loss) to net
 cash (used in) operating activities:
   Depreciation                                                  424                               424
  (Increase) in prepaid expenses                              (5,000)              -            (5,000)
  Increase in accrued expenses                                11,287             159            11,446
                                                     ---------------- ---------------  ----------------
  NET CASH (USED IN) OPERATING ACTIVITIES                   (166,350)        (14,323)         (180,673)
                                                     ---------------- ---------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of Property and Equipment                         (1,696)              -            (1,696)
                                                     ---------------- ---------------  ----------------

  NET CASH (USED IN) INVESTING ACTIVITIES                     (1,696)              -            (1,696)
                                                     ---------------- ---------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in additional paid-in capital                    189,147           5,000           194,147
   Increase in common stock                                    7,633          10,000            17,633
                                                     ---------------- ---------------  ----------------
  NET CASH PROVIDED BY FINANCING ACTIVITIES                  196,780          15,000           211,780
                                                     ---------------- ---------------  ----------------
NET INCREASE IN CASH                                          28,734             677            29,411
                                                     ---------------- ---------------  ----------------
CASH AT BEGINNING OF PERIOD                                      677               -                 -
                                                     ---------------- ---------------  ----------------
CASH AT END OF PERIOD                                       $ 29,411       $     677        $   29,411
                                                     ================ ===============  ================
SUPPLEMENTAL DISCLOSURE OF CASH
   FLOW INFORMATION:
       Cash Paid During the Period For:

         Income Taxes                                        $     -       $      -         $        -
                                                     ================ ===============  ================
         Interest                                            $    42       $      -         $       42
                                                     ================ ===============  ================
</TABLE>

 See Accompanying Summary of Accounting Policies and Notes to Financial
 Statements


                                      F-5

<PAGE>



                           THE JACKSON RIVERS COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE YEAR ENDED DECEMBER 31, 2002, THE PERIOD
                      FROM MAY 8, 2001 (INCEPTION) THROUGH
               DECEMBER 31, 2001, AND THE PERIOD FROM MAY 8, 2001
                      (INCEPTION) THROUGH DECEMBER 31, 2002
                       (See Independent Auditors' Report)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       ORGANIZATION:

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

       The Jackson Rivers Company does not presently conduct business
       operations.

       METHOD OF ACCOUNTING:

       The Company reports the results of its operations using the accrual
       method of accounting for both financial statement and income tax
       purposes. Under this method, income is recognized when earned and
       expenses are deducted when incurred. The accounting policies of the
       Company are in accordance with generally accepted accounting principles
       and conform to the standards applicable to development stage companies.

       INCOME TAXES:

       The Company has no taxable income to date; therefore, no provision for
       federal or state taxes has been made.

       COMPUTATION OF NET LOSS PER SHARE:

       In February 1997, the Financial Accounting Standards Board issued SFAS
       No. 128, Earnings Per Share. The Company has reflected the provisions of
       SFAS No. 128 in the accompanying financial statements for the period
       presented. SFAS 128 replaces the presentation of primary Earnings Per
       Share ("EPS") with a presentation of basic EPS, which excludes dilution
       and is computed by dividing income or loss available to common
       shareholders by the weighted average number of common shares outstanding
       for the period. The Statement also requires the dual presentation of
       basic and diluted EPS on the face of the statement of operations for all
       entities with complex capital structures. During the periods presented,
       the Company did not have a complex capital structure.

       CASH & CASH EQUIVALENTS:

       For purposes of financial statement presentation, the Company classifies
       all unrestricted highly






                                        6

<PAGE>

                           THE JACKSON RIVERS COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE YEAR ENDED DECEMBER 31, 2002, THE PERIOD
                      FROM MAY 8, 2001 (INCEPTION) THROUGH
               DECEMBER 31, 2001, AND THE PERIOD FROM MAY 8, 2001
                      (INCEPTION) THROUGH DECEMBER 31, 2002
                       (See Independent Auditors' Report)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

       CASH & CASH EQUIVALENTS (CONTINUED):

       liquid investments with an original maturity of three months or less to
       be cash equivalents.

       USE OF ESTIMATES:

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and disclosure of contingent assets and liabilities at the date of the
       financial statements and the reported amounts of revenues and expenses
       during the reporting period. Actual results could differ from those
       estimates.

2.     DEVELOPMENT STAGE OPERATIONS:

       The Company was formed on May 8, 2001. There have not been any operations
       since inception and the Company is in the process of raising capital and
       financing for its future operations.


3.     RELATED PARTY TRANSACTIONS:

       In January 2002, the majority shareholder of the Company loaned the
       Company $4,000, all of which had been repaid as of June 30, 2002. The
       loan was for short-term in nature, for working capital purposes and bore
       interest of 9% annually.

       In the fourth quarter of 2002, the Company incurred $1,260 in facility
       and service costs provided by the majority shareholder, whose time and
       offices are being utilized for the Company's operations. Year-to-date
       through December 31, 2002, the Company incurred $11,446 in these costs.
       During the period from May 8, 2001 (inception) through December 31, 2002,
       the Company incurred a total of $11,446 in these expenses. The costs
       included $9,900 in professional services provided by the majority
       shareholder during the year ended December 31, 2002, and during the
       period from May 8, 2001 (inception) through December 31, 2002. The
       Company owed $11,446 and $0 to the majority shareholder for these
       facility and service costs as of December 31, 2002 and 2001,
       respectively.




                                        7

<PAGE>

                           THE JACKSON RIVERS COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE YEAR ENDED DECEMBER 31, 2002, THE PERIOD
                      FROM MAY 8, 2001 (INCEPTION) THROUGH
               DECEMBER 31, 2001, AND THE PERIOD FROM MAY 8, 2001
                      (INCEPTION) THROUGH DECEMBER 31, 2002
                       (See Independent Auditors' Report)


4.     SUBSCRIPTIONS:

       In the first six months of 2002, the Company received $80,750 in deposits
       on thirty-seven subscription agreements for the purchase of a total of
       2,018,750 shares of common stock ($0.04 per share). At December 31, 2002,
       the Company had received payment in full and had issued the shares
       related to these subscriptions.


5.     CAPITAL STOCK TRANSACTIONS:

       The original Articles of Incorporation provide authorization for the
       issuance of 100,000,000 shares of common stock, par value $0.001 per
       share.

       On February 8, 2002, the Company's registration statement became
       effective. The statement provided for the utilization of an escrow agent
       for the proceeds of an offering of common stock, pending the sale of the
       minimum number of shares (15,000,000). However, the bank which the
       Company believed had committed to serve as escrow agent eventually
       declined to serve due to the small size of the offering. The Company
       revised the subscription agreement, accepted subscriptions made payable
       to the Company (instead of the escrow agent), and deposited subscription
       funds received into the Company's operating account. The Company then
       issued shares of stock to subscribers prior to receiving subscriptions
       for the stated minimum of 15,000,000 shares.

       Management corrected the subscription acceptance errors by closing the
       current offering and extending a rescission offer to all investors. A
       total of three investors accepted the rescission offer; the investors'
       shares certificates were returned to the Company and cancelled, and a
       total of $2,500 was refunded to the investors (representing a total of
       62,500 shares of common stock.) As of December 31, 2002, the rescission
       offer had expired according to its express terms and no further requests
       will be honored.

       In June 2001, the Company reserved 10,000,000 common capital voting
       shares of the Corporation for future use in employee stock option plans,
       or for such other purposes as may be determined from time to time by the
       Board of Directors of the Corporation. In July 2002, the Company
       established a consulting services plan designed to grant compensation to
       recipients in exchange for services provided to the Company. In
       connection with this plan, 2,500,000 shares of common stock were issued
       to seven recipients in September 2002, at a cost to the Company of $0.02
       per share, or $50,000. In November 2002, 2,926,500 shares of common stock
       were issued in exchange for services provided to the Company, at a cost
       to the Company of $0.02 per share, or $58,530.



6.     PROPERTY AND EQUIPMENT:

       Property and equipment is carried at cost. Depreciation of depreciable
       assets is computed using the straight-line method of depreciation over
       the estimated useful lives of the assets. Depreciation expense for the
       year ended December 31, 2002, and for the period from May 8, 2001
       (inception) through December 31, 2002, was $424. Depreciation expense for
       the period from May 8, 2001 (inception) through December 31, 2001 was $0.




                                        8

<PAGE>

                           THE JACKSON RIVERS COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE YEAR ENDED DECEMBER 31, 2002, THE PERIOD
                  FROM MAY 8, 2001 (INCEPTION) THROUGH DECEMBER
                    31, 2001, AND THE PERIOD FROM MAY 8, 2001
                      (INCEPTION) THROUGH DECEMBER 31, 2002
                       (See Independent Auditors' Report)



6.     PROPERTY AND EQUIPMENT (CONTINUED):

       Property and equipment at December 31, 2002 consists of computer
       equipment purchased late in March 2002 and placed into service in April
       2002.

7.     PREPAID EXPENSES:

       Prepaid expenses at December 31, 2002 consist of costs incurred to
       prepare brochures and other promotional (marketing) materials. These
       costs will be written off beginning September 2002, and will be written
       off over a twelve-month period.



                                        9

<PAGE>


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

        None

                                    PART III

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

        Jackson Rivers' officers and sole director are as follows:

       NAME                  AGE          POSITION
  Don A. Paradiso             44          President, Treasurer and Secretary ,
                                          Director

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

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

                                       10

<PAGE>


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

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

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

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


ITEM 10. EXECUTIVE COMPENSATION

     None of our officers or directors received any compensation for services
from our date of inception (March 8, 2001) to December 31, 2002. They have
agreed to act without compensation until operations have commenced.


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

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

                                                  SHARES OWNED
                                                  BENEFICIALLY       PERCENT OF
  NAME                                            AND OF RECORD       CLASS(1)
  ----                                            -------------     ----------
 Don A. Paradiso(1)                                 10,000,000        56.7%
 Washington Mutual Bank Tower (ste. 314)
 2401 East Atlantic Boulevard
 Pompano Beach, FL 33062

  All Officers and Directors
              (1 person)                            10,000,000        56.7%

(1) Mr. Paradiso is Jackson Rivers' founder and promoter.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INITIAL STOCK TRANSACTIONS

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


                                       11

<PAGE>


LOANS BY MANAGEMENT

     During the period ended December 31, 2001, Mr. Paradiso loaned the company
$10,843 to cover expenses incident to the company's registration statement under
the Securities Act of 1933, all of which had been repaid as of December 31,
2001.

LEGAL REPRESENTATION

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


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

INDEX TO EXHIBITS

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

REPORTS ON FORM 8-K

     There have been reports filed on Form 8-K during the period covered by this
report. William Gary Jellum resigned as an officer Of the company. The Reports
filed on Form 8-K are incorporated herein by reference.


                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       THE JACKSON RIVERS COMPANY
                                       (Registrant)

Date   February 28, 2003               By  /s/ DON A. PARADISO
       ----------------------------        ------------------------------
                                           Don A. Paradiso, President


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

Date  FEBRUARY 28, 2002                By  /s/ DON A. PARADISO
      --------------------------           ------------------------------
                                           Don A. Paradiso, President and
                                           principal financial officer


Date  FEBRUARY 28, 2002                By  /s/ DON A. PARADISO
      --------------------------           ------------------------------
                                           Don A. Paradiso, Director



                                       12

<PAGE>