CERTIFICATION

I, Jeffrey W. Flannery, certify the following:

1.    I have reviewed this amendment no. 1 to annual report on Form 10-KSB of
      The Jackson Rivers Company;

2.    Based on my knowledge, this amendment no. 1 to annual report does not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this amendment no. 1 to annual report, fairly
      present in all material respects the financial condition, results of
      operations and cash flows of The Jackson Rivers Company as of, and for,
      the periods presented in this annual report;

4.    The Jackson Rivers Company's other certifying officer and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
      The Jackson Rivers Company and we have done the following:

      a.    designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to The
            Jackson Rivers Company, including its consolidated subsidiaries, is
            made known to us by others within those entities, particularly
            during the period in which this amendment no. 1 to annual report is
            being prepared;

      b.    designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      c.    evaluated the effectiveness of The Jackson Rivers Company's
            disclosure controls and procedures and presented in this annual
            report our conclusions about the effectiveness of the disclosure
            controls and procedures, as of the end of the period covered by this
            report based on such evaluation; and

      d.    disclosed in this annual report any change in The Jackson Rivers
            Company's internal control over financial reporting that occurred
            during The Jackson Rivers Company's fourth fiscal quarter that has
            materially affected, or is reasonably likely to materially affect,
            The Jackson Rivers Company's internal control over financial
            reporting; and

5.    The Jackson Rivers Company's other certifying officer and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to The Jackson Rivers Company's auditors and the
      audit committee of The Jackson Rivers Company's board of directors:

      a.    all significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect The Jackson Rivers Company's
            ability to record, process, summarize and report financial
            information; and

      b.    any fraud, whether or not material, that involves management or
            other employees who have a significant role in The Jackson Rivers
            Company's internal control over financial reporting.

May 26, 2006                                     /s/ Jeffrey W. Flannery
                                                 --------------------------
                                                 Jeffrey W. Flannery
                                                 Chief Financial Officer
                                                 (Principal Financial Officer)