UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 8 K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2004
THE JACKSON RIVERS COMPANY
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
333 70932 65 1102865
(Commission File Number) (IRS Employer Identification No.)
27 RADIO CIRCLE DRIVE, MOUNT KISCO, NEW 10549
YORK (Zip Code)
(principal executive offices)
(619) 615 4242
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
THIS CURRENT REPORT ON FORM 8 K/A CONTAINS STATEMENTS REGARDING THE COMPANY'S
INTENTION, BELIEFS, EXPECTATIONS, OR PREDICTIONS, WHICH CONSTITUTE
FORWARD LOOKING STATEMENTS. FORWARD LOOKING STATEMENTS AND STATEMENTS OF
EXPECTATIONS, PLANS AND INTENT ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES. ACTUAL RESULTS IN THE FUTURE COULD DIFFER MATERIALLY FROM THOSE
DESCRIBED IN THE FORWARD LOOKING STATEMENTS, AS A RESULT, AMONG OTHER THINGS, OF
CHANGES IN TECHNOLOGY, CUSTOMER REQUIREMENTS AND NEEDS. WE UNDERTAKE NO
OBLIGATION TO RELEASE PUBLICLY THE RESULTS OF ANY REVISIONS TO THESE
FORWARD LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT ANY FUTURE EVENTS OR
CIRCUMSTANCES.
On February 24, 2004, The Jackson Rivers Company, Inc. (the "Registrant")
and Jackson Rivers Technologies, Inc., a Nevada corporation and a wholly owned
subsidiary of the Registrant, entered into an Amended LLC Interest Purchase
Agreement with Multitrade Technologies LLC, a New York limited liability company
("MTT") and Joseph Khan, the sole owner and principal of MTT, pursuant to which
Jackson Rivers Technologies purchased all of the assets of MTT which were
related to MTT's business of software development and the licensing to sell the
software. (the "Acquisition"). The Registrant intends to use the assets
purchased in the Acquisition to expand the Registrant's customer base and
product offerings. In consideration of the transfer of the assets by MTT to
Jackson Rivers Technologies, the Registrant agreed to transfer to Joseph Khan,
the sole owner of MTT, 20,000,000 shares of the Registrant's common stock once
such shares became available after the Registrant increases its authorized
shares of common stock. The amount of consideration was determined following
negotiations between the Registrant and Joseph Khan and is set forth in the LLC
Interest Purchase Agreement, attached as an exhibit to this Current Report on
Form 8 K/A.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
As the acquired assets do not meet the minimum significance tests under
Regulation S X, financial statements regarding the acquired assets are not
required to be provided.
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(b) Pro forma financial information.
As the acquired assets do not meet the minimum significance tests under
Regulation S X, pro forma financial information regarding the acquired assets is
not required to be provided.
(c) Exhibits.
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The following exhibits are filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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2.1 Amended LLC Interest Purchase Agreement between the Registrant,
Jackson Rivers Technologies, Inc., Multitrade Technologies,
LLC and Joseph Khan, an individual, as the sole owner and
principal of Multitrade Technologies, LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 10, 2004.
THE JACKSON RIVERS COMPANY
By /s/Dennis Lauzon
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Dennis Lauzon, President
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