U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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


         Florida                          6141                   65-1102865
  (State or jurisdiction of     (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)


       17-19 Marble Avenue, Pleasantville, New York  10570; (914) 232-3180
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
  NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004
                            (Full title of the Plan)

       Michael W. Vivoli, 2550 Fifth Ave., Suite 1100, San Diego, CA 92103
                     (Name and address of agent for service)

                                 (619)-744-9992
          (Telephone number, including area code, of agent for service)



                                  CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------
                                                             Proposed maximum
Title of securities to  Amount to be   Proposed offering    aggregate offering       Amount of
be registered            registered   price per share (1)          price         registration fee
--------------------------------------------------------------------------------------------------
                                                                     
Options to Purchase
Common Stock,             30,000,000  $          0.018 (2)  $           540,000  $           49.68
Common Shares
Underlying Options
--------------------------------------------------------------------------------------------------
Common Stock              10,000,000  $          0.018 (3)  $           180,000  $           16.56
--------------------------------------------------------------------------------------------------
Total                     40,000,000                        $           720,000  $           66.24
--------------------------------------------------------------------------------------------------

(1)  The Offering Price is used solely for purposes of estimating the registration fee pursuant to
     Rule 457(h) promulgated pursuant to the Securities Act of 1933.
(2)  This  Offering Price per Share is established pursuant to the option exercise price set forth
     in the Employee Stock Incentive Plan for the Year 2004, set forth in Exhibit 4.1 to this Form
     S-8.
(3)  This  Offering  Price  per  Share  is  established pursuant to the Non-Employee Directors and
     Consultants Retainer Stock Plan for the Year 2004, set forth in Exhibit 4.2 to this Form S-8.




                                     PART I

              Information Required in the Section 10(a) Prospectus

ITEM 1.   PLAN INFORMATION.

     See  Item  2  below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule  428  promulgated under the Securities Act of 1933.  The participants shall
be provided a written statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required to be delivered pursuant to Rule 428(b).  The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department)  and  telephone  number  to  which  the  request  is to be directed.

                                     PART II

               Information Required in the Registration Statement

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  are  hereby  incorporated  by  reference:

          (a)  The  Registrant's  latest  annual  report  on Form 10-KSB for the
fiscal  year ended December 31, 2002, filed on March 12, 2003, and Form 10-KSB/A
for  the  fiscal  year  ended  December  31,  2002,  filed  on  April  11, 2003.

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Form  10-KSB  referred  to  in  (a)  above.

          (c)  A  description  of  the  Registrant's securities contained in the
Registration  Statement  on  Form  SB-2  filed by the Registrant to register the
common  stock  under  the Securities Act, including all amendments filed for the
purpose  of  updating  such  common  stock  description.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of  the  Exchange Act, prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference in the registration statement and to be part
thereof  from  the  date  of  filing  of  such  documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not  applicable.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other  than  as  set forth below, no named expert or counsel was hired on a
contingent  basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was  a  promoter,  underwriter, voting trustee, director,
officer,  or  employee  of  the  Registrant.


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ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to  indemnification  against  its  liability  under the Securities Act.
Title  XXXVI,  Chapter  607.0850  of  the  Florida Statutes provides as follows:

     Chapter 607.0850     Indemnification of officers, directors, employees, and
     ----------------
agents.

     (1)  A corporation shall have power to indemnify any person who was or is a
party  to  any  proceeding  (other  than  an  action by, or in the right of, the
corporation),  by  reason  of  the  fact  that  he  or she is or was a director,
officer,  employee,  or  agent  of  the  corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint  venture,  trust,  or other enterprise against
liability  incurred  in  connection  with  such proceeding, including any appeal
thereof,  if  he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with  respect  to  any criminal action or proceeding, had no reasonable cause to
believe  his  or  her conduct was unlawful. The termination of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its  equivalent  shall  not, of itself, create a presumption that the person did
not  act in good faith and in a manner which he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any  criminal  action or proceeding, had reasonable cause to believe that his or
her  conduct  was  unlawful.

     (2)  A  corporation shall have power to indemnify any person, who was or is
a  party  to  any  proceeding by or in the right of the corporation to procure a
judgment  in  its  favor  by  reason  of  the  fact  that the person is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the  request  of  the  corporation as a director, officer, employee, or agent of
another  corporation,  partnership,  joint  venture, trust, or other enterprise,
against  expenses  and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually  and reasonably incurred in connection with the defense or
settlement  of  such  proceeding,  including  any  appeal  thereof.  Such
indemnification  shall be authorized if such person acted in good faith and in a
manner  he  or  she  reasonably  believed  to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect  of  any  claim, issue, or matter as to which such
person  shall  have  been  adjudged  to be liable unless, and only to the extent
that,  the  court  in  which  such proceeding was brought, or any other court of
competent  jurisdiction,  shall  determine  upon  application  that, despite the
adjudication  of  liability  but  in view of all circumstances of the case, such
person  is  fairly  and reasonably entitled to indemnity for such expenses which
such  court  shall  deem  proper.

     (3)  To  the  extent  that  a  director,  officer,  employee, or agent of a
corporation  has  been  successful  on the merits or otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually  and  reasonably  incurred  by  him  or  her  in  connection therewith.

     (4)  Any  indemnification  under  subsection  (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection  (2).  Such  determination  shall  be  made:

          (a)  By  the  board  of  directors  by  a  majority  vote  of a quorum
consisting  of  directors  who  were  not  parties  to  such  proceeding;

          (b)  If  such  a  quorum  is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in which
directors  who  are  parties  may  participate) consisting solely of two or more
directors  not  at  the  time  parties  to  the  proceeding;

          (c)  By  independent  legal  counsel:

               1.   Selected  by  the board of directors prescribed in paragraph
(a)  or  the  committee  prescribed  in  paragraph  (b);  or


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               2.   If  a  quorum  of  the  directors  cannot  be  obtained  for
paragraph  (a)  and  the  committee  cannot  be  designated under paragraph (b),
selected by majority vote of the full board of directors (in which directors who
are  parties  may  participate);  or

          (d)  By  the shareholders by a majority vote of a quorum consisting of
shareholders  who  were  not parties to such proceeding or, if no such quorum is
obtainable,  by  a  majority  vote  of shareholders who were not parties to such
proceeding.

     (5)  Evaluation  of  the  reasonableness  of  expenses and authorization of
indemnification  shall  be  made  in  the  same manner as the determination that
indemnification  is permissible. However, if the determination of permissibility
is  made  by  independent  legal  counsel, persons specified by paragraph (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

     (6)  Expenses  incurred  by  an officer or director in defending a civil or
criminal  proceeding  may  be  paid  by  the corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such  director  or officer to repay such amount if he or she is ultimately found
not  to  be  entitled  to  indemnification  by  the corporation pursuant to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon  such  terms  or  conditions that the board of directors deems appropriate.

     (7)  The  indemnification  and advancement of expenses provided pursuant to
this  section are not exclusive, and a corporation may make any other or further
indemnification  or  advancement  of expenses of any of its directors, officers,
employees,  or  agents,  under  any  bylaw,  agreement,  vote of shareholders or
disinterested  directors, or otherwise, both as to action in his or her official
capacity  and  as  to  action  in  another  capacity  while holding such office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication  establishes  that  his  or  her actions, or omissions to act, were
material  to  the  cause  of  action  so  adjudicated  and  constitute:

          (a)  A  violation  of  the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his or her conduct was lawful
or  had  no  reasonable  cause  to  believe  his  or  her  conduct was unlawful;

          (b)  A  transaction  from  which  the  director, officer, employee, or
agent  derived  an  improper  personal  benefit;

          (c)  In  the  case  of  a  director,  a  circumstance  under which the
liability  provisions  of  s.  607.0834  are  applicable;  or
                               --------

          (d)  Willful  misconduct  or  a  conscious  disregard  for  the  best
interests  of  the  corporation  in  a  proceeding  by  or  in  the right of the
corporation  to  procure a judgment in its favor or in a proceeding by or in the
right  of  a  shareholder.

     (8)  Indemnification  and  advancement  of  expenses  as  provided  in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to  a  person  who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of  such  a  person,  unless  otherwise  provided  when  authorized or ratified.

     (9)  Unless  the corporation's articles of incorporation provide otherwise,
notwithstanding  the  failure  of  a corporation to provide indemnification, and
despite  any  contrary  determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or  was  a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court,  after  giving  any  notice  that  it  considers  necessary,  may  order
indemnification  and  advancement  of  expenses,  including expenses incurred in
seeking  court-ordered  indemnification  or  advancement  of  expenses,  if  it
determines  that:


                                        4

          (a)  The  director,  officer,  employee,  or  agent  is  entitled  to
mandatory  indemnification  under  subsection (3), in which case the court shall
also  order  the corporation to pay the director reasonable expenses incurred in
obtaining  court-ordered  indemnification  or  advancement  of  expenses;

          (b)  The  director,  officer,  employee,  or  agent  is  entitled  to
indemnification  or  advancement of expenses, or both, by virtue of the exercise
by  the  corporation  of  its  power  pursuant  to  subsection  (7);  or

          (c)  The  director,  officer,  employee,  or  agent  is  fairly  and
reasonably  entitled  to indemnification or advancement of expenses, or both, in
view  of  all  the relevant circumstances, regardless of whether such person met
the  standard  of  conduct  set  forth  in  subsection  (1),  subsection (2), or
subsection  (7).

     (10)  For  purposes  of  this  section, the term "corporation" includes, in
addition  to  the  resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was  a  director,  officer,  employee,  or  agent of a
constituent  corporation,  or  is or was serving at the request of a constituent
corporation  as  a director, officer, employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under  this section with respect to the resulting or surviving corporation as he
or  she  would have with respect to such constituent corporation if its separate
existence  had  continued.

     (11)  For  purposes  of  this  section:

          (a)  The  term  "other  enterprises"  includes employee benefit plans;

          (b)  The  term  "expenses"  includes counsel fees, including those for
appeal;

          (c)     The  term  "liability" includes obligations to pay a judgment,
settlement,  penalty, fine (including an excise tax assessed with respect to any
employee  benefit  plan),  and  expenses  actually  and reasonably incurred with
respect  to  a  proceeding;

          (d)  The  term  "proceeding"  includes  any  threatened,  pending,  or
completed  action,  suit,  or other type of proceeding, whether civil, criminal,
administrative,  or  investigative  and  whether  formal  or  informal;

          (e)  The  term  "agent"  includes  a  volunteer;

          (f)  The term "serving at the request of the corporation" includes any
service  as  a  director,  officer,  employee,  or agent of the corporation that
imposes duties on such persons, including duties relating to an employee benefit
plan  and  its  participants  or  beneficiaries;  and

          (g)  The  term  "not  opposed to the best interest of the corporation"
describes  the  actions of a person who acts in good faith and in a manner he or
she  reasonably  believes  to  be  in the best interests of the participants and
beneficiaries  of  an  employee  benefit  plan.

     (12)  A  corporation shall have power to purchase and maintain insurance on
behalf  of  any  person who is or was a director, officer, employee, or agent of
the  corporation  or  is  or  was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust,  or other enterprise against any liability asserted against the
person  and incurred by him or her in any such capacity or arising out of his or
her  status  as  such,  whether  or  not the corporation would have the power to
indemnify  the  person  against  such  liability  under  the  provisions of this
section.

     The foregoing rights of indemnification are not intended to be exclusive of
any other right to which those indemnified may be entitled, and the Company has
reserved the right to provide additional indemnity and rights to its directors,
officers, employees or agents to the extent they are consistent with law.


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ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not  applicable.

ITEM 8.   EXHIBITS.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are  attached.

ITEM 9.   UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

          (a)  (1)  To  file,  during  any  period  in which offers or sales are
being made, a post-effective amendment to this registration statement:  (iii) To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such  information  in  the  registration  statement;

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

               (3)  To  remove  from  registration  by means of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

          (b)  That,  for  purposes  of  determining  any  liability  under  the
Securities  Act  of 1933, each filing of the registrant's annual report pursuant
to  section  13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (c)  To  deliver or cause to be delivered with the prospectus, to each
person  to  whom  the  prospectus  is sent or given, the latest annual report to
security  holders  that  is  incorporated  by  reference  in  the prospectus and
furnished  pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where  interim financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth  in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is  sent  or  given,  the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial  information

          (d)  That insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.


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                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Pleasantville,  New  York,  on  January 9, 2004.

                                   THE JACKSON RIVERS COMPANY



                                   By /s/ Dennis N. Lauzon
                                      ------------------------------------------
                                      Dennis N. Lauzon, President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

           Signature                         Title                    Date
           ---------                         -----                    ----


     /s/ Dennis N. Lauzon       President, Secretary, Treasurer  January 9, 2004
------------------------------            and Director
        Dennis N. Lauzon


                                        7



                                      EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION
-----------                -----------
          
   4.1       Employee Stock Incentive Plan for the Year 2004
   4.2       Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004
   5         Opinion Re: Legality
  23.1       Consent of Accountants
  23.2       Consent of Counsel



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