UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended MARCH 31, 2003 ------------------ [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ---------------- ---------------- 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) 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 ---------- -------- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of the issuer's common stock as of latest practicable date (December 31, 2003): 17,632,750 shares Transitional Small Business Disclosure Format (CHECK ONE): Yes No X -------- ------- THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) REVIEW OF FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2003 TABLE OF CONTENTS PAGE ACCOUNTANTS' REVIEW REPORT 1 FINANCIAL STATEMENTS: BALANCE SHEETS 2 STATEMENTS OF OPERATIONS 3 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 4 STATEMENTS OF CASH FLOWS 5 NOTES TO FINANCIAL STATEMENTS 6-9 ACCOUNTANTS' REVIEW REPORT To the Board of Directors and Stockholders, The Jackson Rivers Company Pompano Beach, Florida We have reviewed the accompanying balance sheet of The Jackson Rivers Company (a Florida corporation and a development stage company) as of March 31, 2003 and the related statements of operations, changes in stockholders' equity, and cash flows for the quarter then ended, the quarter ended March 31, 2002, and the period from inception, May 8, 2001, through March 31, 2003. All information included in these financial statements is the responsibility of the Company's management. A review consists primarily of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. The financial statements for the year ended December 31, 2002 were audited by us, and we expressed an unqualified opinion on them in our report dated February 15, 2003, but we have not performed any auditing procedures since that date. April 30, 2003 Michaelson & Co., P.A. West Palm Beach, FL THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS ASSETS Mar. 31, 2003 Dec. 31, 2002 (Unaudited) (Audited) --------- --------- CURRENT ASSETS Cash $ 22,180 $ 29,411 Prepaid Expenses 3,125 5,000 --------- --------- TOTAL CURRENT ASSETS 25,305 34,411 PROPERTY & EQUIPMENT Fixed Assets (net of accumulated depreciation) 1,131 1,272 --------- --------- TOTAL ASSETS 26,436 35,683 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accrued Expenses 12,856 11,446 --------- --------- TOTAL LIABILITIES 12,856 11,446 --------- --------- STOCKHOLDERS' EQUITY (NOTE 6) Common stock; $.001 par value, 100,000,000 shares authorized, 17,633 17,633 17,632,750 shares issued and outstanding as of March 31, 2003 and December 31, 2002 Additional Paid-in Capital 194,147 194,147 (Deficit) accumulated during the development stage (198,200) (187,543) --------- --------- TOTAL STOCKHOLDERS' EQUITY 13,580 24,237 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 26,436 $ 35,683 ========= ========= See Accountants' Review Report and Accompanying Notes (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2003, THE QUARTER ENDED MARCH 31, 2002, AND THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH MARCH 31, 2003 MAY 8, 2001 QUARTER QUARTER (INCEPTION) ENDED ENDED THROUGH MAR. 31, 2003 MAR. 31, 2002 MAR. 31, 2003 (UNAUDITED) (UNAUDITED) (UNAUDITED) ------------------ ------------------ -------------------- REVENUES Income $ - $ - $ - ------------ ------------ ------------ GENERAL AND ADMINISTRATIVE EXPENSES Corporate Expense 159 - 386 Consulting Expense - - 128,530 Depreciation Expense 141 - 565 Professional Fees 6,900 1,951 45,762 Investor Relations/Promotional 1,875 - 6,995 Materials SEC Filing Services 442 540 5,106 Rent Expense 300 - 1,486 Office Expense - 637 637 Licenses, Permits and Fees - 985 2,103 Postage & Delivery Expense - 208 245 Stock Transfer Fees 600 930 4,620 Miscellaneous Expenses 240 30 1,723 ------------ ------------ ------------ Total General & Administrative Expenses 10,657 5,281 198,158 OTHER EXPENSES Interest Expense - 42 42 ------------ ------------ ------------ Total Expenses 10,657 5,323 198,200 ------------ ------------ ------------ NET (LOSS) $ (10,657) $ (5,323) $ (198,200) ============ ============ ============ (LOSS) PER SHARE DATA: BASIC AND DILUTED $ (0.001) $ (0.001) $ (0.016) ============ ============ ============ Weighted average shares outstanding - basic 17,632,750 10,300,000 12,148,152 ============ ============ ============ See Accountants' Review Report and Accompanying Notes THE JACKSON RIVERS COMPANY (A Development Stage Company) STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH MARCH 31, 2003 (DEFICIT) ACCUMULATED DURING THE COMMON STOCK CAPITAL PAID IN DEVELOPMENT SHARES AMOUNT SUBSCRIBED CAPITAL STAGE TOTAL ------------- --------------------------------------------------------- ------------ BALANCE AT MAY 8, 2001 - $ - $ - $ - $ - $ - Issuance of common stock in exchange 10,000,000 10,000 - 5,000 - 15,000 for cash, June 11, 2001 Net (loss) - - - - (14,482) (14,482) ------------- ----------- -------------- ------------ ------------- ------------ BALANCE AT DECEMBER 31, 2001 10,000,000 10,000 - 5,000 (14,482) 518 ------------- ----------- -------------- ------------ ------------- ------------ 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 dated April 2002 - - 8,750 - - 8,750 Issuance of shares of common stock in 218,750 219 (8,750) 8,531 - - exchange for capital subscribed, April, 2002 Recission of shares of common stock, August, 2002 (62,500) (63) - (2,437) - (2,500) Issuance of common stock in exchange for cash, September, 2002 250,000 250 - 9,750 - 10,000 Issuance of common stock in exchange for services, September, 2002 2,500,000 2,500 - 47,500 - 50,000 Issuance of common stock in exchange for services, November, 2002 2,926,500 2,927 - 55,603 - 58,530 Net (loss) - - - - (173,061) (173,061) ------------- ----------- -------------- ------------ ------------- ------------ BALANCE AT DECEMBER 31, 2002 17,632,750 17,633 - 194,147 (187,543) 24,237 ------------- ----------- ------------ ------------- ------------ Net (loss) (10,657) (10,657) ------------- ----------- -------------- ------------ ------------- ------------ BALANCE AT MARCH 31, 2003 17,632,750 $17,633 - $ 194,147 $ (198,200) $ 13,580 ============= =========== ============== ============ ============= ============ See Accountants' Review Report and Accompanying Notes THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR THE QUARTER ENDED MARCH 31, 2003, THE QUARTER ENDED MARCH 31, 2002, AND THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH MARCH 31, 2003 MAY 8, 2001 QUARTER QUARTER (INCEPTION) ENDED ENDED THROUGH MAR. 31, MAR. 31, MAR. 31, 2003 2002 2003 (UNAUDITED) (UNAUDITED) (UNAUDITED) -------------------- -------------------- -------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (Loss) $ (10,657) $ (5,323) $ (198,200) Adjustments to reconcile net (loss) to net cash (used in) operating activities: Depreciation 141 - 565 (Increase) decrease in prepaid expenses 1,875 - (3,125) (Increase) in other assets - (972) - Increase (decrease) in accrued expenses 1,410 (117) 12,856 -------------------- -------------------- -------------------- NET CASH (USED IN) OPERATING ACTIVITIES (7,231) (6,412) (187,904) -------------------- -------------------- -------------------- 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 - 70,200 194,147 Increase in common stock - 1,800 17,633 -------------------- -------------------- -------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES - 72,000 211,780 -------------------- -------------------- -------------------- NET INCREASE (DECREASE) IN CASH (7,231) 63,892 22,180 CASH AT BEGINNING OF PERIOD 29,411 677 - -------------------- -------------------- -------------------- CASH AT END OF PERIOD $ 22,180 $ 64,569 $ 22,180 ==================== ==================== ==================== See Accountants' Review Report and Accompanying Notes THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2003, THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002 (AUDITED), AND THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH MARCH 31, 2003 (See Accountants' Review 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 THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2003, THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002 (AUDITED), AND THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH MARCH 31, 2003 (See Accountants' Review 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 short-term in nature, for working capital purposes and bore interest of 9% annually. In the first quarter of 2003, the Company incurred $1,410 in facility and service costs provided by the majority shareholder, whose time and offices are being utilized for the Company's operations. In the first quarter of 2002, the Company incurred $0 in these costs. During the period from May 8, 2001 (inception) through March 31, 2003, the Company incurred a total of $12,856 in these expenses. The costs included $900 in professional services provided by the majority shareholder during the quarter ended March 31, 2003, and $10,800 during the period from May 8, 2001 (inception) through March 31, 2003. The Company owed $12,856 and $11,446 to the majority shareholder for these facility and service costs as of March 31, 2003 and December 31, 2002, respectively. THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2003, THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002 (AUDITED), AND THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH MARCH 31, 2003 (See Accountants' Review 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 recission 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 THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2003, THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002 (AUDITED), AND THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH MARCH 31, 2003 (See Accountants' Review Report) 5. CAPITAL STOCK TRANSACTIONS (CONTINUED): 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 quarters ended March 31, 2003 and 2002 was $141 and $0, respectively, and for the period from May 8, 2001 (inception) through March 31, 2003 was $565. Property and equipment at March 31, 2003 and 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 March 31, 2003 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. 8. INTERIM FINANCIAL STATEMENTS: It is management's representation that all adjustments that are necessary for the interim financial statements not to be misleading have been included in the accompanying statements. ITEM 2. 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 registrations statement with the Securities and Exchange Commission. USE OF PROCEEDS FROM REGISTERED SECURITIES 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. None of the shares offered by Don A. Paradiso were sold under the Registration Statement. There was no underwriter. From the effective date of the registration statement through the expiration date of the Offering, we sold 2,018,750 shares to 38 investors for a total of $80,750. We received an additional $10,000. in receipts for subscribed shares during the quarter ending September 30, 2002. Because the bank with whom we had talked about serving as escrow agent for proceeds of the offering Refused to act as Escrow Agent, we made a recission offer to all of the holders of the shares subscribed for in the Offering. The recission offer was made because the 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. Three holders of shares subscribed for in the Offering requested recission. The company was obligated to repay a total of $2500.00 to shareholders requesting recission. MANAGEMENT'S PLAN OF OPERATION Our present efforts focus on acquiring additional funds both for operating expenses, and to secure a loan fund with which to start operations as a consumer lender. The Board is also interested in finding an appropriate merger partner. We are not repaying Mr. Paradiso any monies advanced by him for the offering, and we are setting aside our cash to pay first year expenses. Management believes it can operate with the cash on hand during 2003. There can be no assurance that we will be able to find financing on acceptable terms. Because of such lack of capital and other reasons, an investment in our company involves a very high degree of risk. See "Important Risk Factors". Until such time as Jackson Rivers has $1,000,000 of monies on loan or available for lending, Mr. Paradiso has agreed to provide an office, office equipment, and management without cost to the company. Until that time, no salary or expenses incurred on behalf of the company by Mr. Paradiso will be paid or accrued (except for offering expenses advanced by him). After the company has $1,000,000 in working capital on hand for lending activities, Mr. Paradiso will commence receiving a salary at the rate of $96,000 per year for the balance of 2002 and $156,000 commencing in 2003 or such later time as Jackson Rivers has $2,000,000 in working capital on hand for lending activities. At such time as the company has $1,000,000 on loan, the company will also commence paying rent at prevailing market rates and other office expenses. Rent will depend on the amount of space required, but it is anticipated that approximately 1,300 square feet will be required, for which we can expect to pay approximately $10 per square foot at prevailing 2003 rates in West Palm Beach. As funds permit, we would anticipate employing additional personnel (an additional officer, one or two additional bookkeepers, and an additional salesman). We will also seek to establish operations in one or more additional states. In the event we are unable to place all such funds in loans, un-loaned funds will be invested in one or more money market funds or other short-term, interest-bearing securities, which are not expected to provide the same returns as the loans contemplated by Jackson Rivers. We have decided not to commence making loans until such time as an additional source of funding can be found, which we anticipate prior to the end of the third quarter of 2003. There can be no assurance that such funding will be available. FIRST QUARTER 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. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS No matters were submitted during the period covered by this report to a vote of security holders, through the solicitation of proxies or otherwise. ITEM 5. OTHER INFORMATION On July 1, 2002 Article VI, Section 2 of our By-Laws were amended. The pertinent restatement of the By-Laws is as follows: "Certificates representing the shares of the Corporation shall be issued for value, in the sole discretion of the Board of Directors, and shares may be issued for cash, cash equivalents, or any other lawful Compensation, or for debt, provided, however, that no share shall be issued for a consideration which Is less than the par value of the shares." The By-Laws of the Corporation were not restated as a result of the change. The change allows the Board of Directors to issue shares in exchange for debt, such as a promissory Note, if otherwise allowed by State Law. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K INDEX TO EXHIBITS Consent of experts (I) CONSENT OF MICHAELSON & CO., CERTIFIED PUBLIC ACCOUNTANTS (FILED WITH THIS REPORT) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the last quarter of the period covered by this report. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE JACKSON RIVERS COMPANY (Registrant) Date MARCH 31, 2003 By /S/ DON A. PARADISO -------------------- -------------------------- Don A. Paradiso, President