UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 31, 2005
The Jackson Rivers Company
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(Exact name of registrant as specified in its charter)
Florida 333-70932 65-1102865
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
402 West Broadway, Suite 400, San Diego, California 92101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 615-4242
None
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
See Item 5.01.
Item 1.02 Termination of a Material Definitive Agreement.
Not applicable.
Item 1.03 Bankruptcy or Receivership.
Not applicable.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable.
Item 2.02 Results of Operations and Financial Condition.
Not applicable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
Not applicable.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet
Arrangement.
Not applicable.
Item 2.05 Costs Associated with Exit or Disposal Activities.
Not applicable.
Item 2.06 Material Impairments.
Not applicable.
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard: Transfer of Listing.
Not applicable.
Item 3.02 Unregistered Sales of Equity Securities.
Not applicable.
Item 3.03 Material Modification to Rights of Security Holders.
Not applicable.
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Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
Not applicable.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
Not applicable.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
On August 31, 2005, we entered into a stock purchase agreement with
Jeffrey W. Flannery, our new President and Chief Executive Officer, and Dennis
N. Lauzon, our former President, Chief Executive Officer and controlling
stockholder, whereby Mr. Lauzon agreed to sell 960,000 shares of our Series A
Preferred Stock held by him to Mr. Flannery for a purchase price of $60,000 in
the form of $15,000 in cash and a secured promissory note in the principal
amount of $45,000 payable in 3 monthly installments of $15,000 per month. The
note is secured by a Pledge Agreement, whereby Mr. Flannery pledged, and granted
a security interest in and to, the Series A Preferred Stock purchased from Mr.
Lauzon until such time as the payments due under the note have been paid in
full.
Pursuant to the terms of the Agreement, we agreed not to amend the terms
of the Series A Preferred Stock and not to issue any additional shares of any
class or series of preferred stock (including the Series B Preferred Stock)
until the note issued by Mr. Flannery in favor of Mr. Lauzon has been paid in
full.
The sale of the Series A Preferred Stock by Mr. Lauzon to Mr. Flannery
effectively transferred control of the company to Mr. Flannery.
In connection with this change in control, Mr. Lauzon resigned as
President, Chief Executive Officer and Chief Financial Officer and Nicholas A.
Cortese resigned as Secretary and Treasurer of The Jackson Rivers Company. The
board of directors appointed Mr. Flannery as the new President, Chief Executive
Officer, Chief Financial Officer, Secretary and Treasurer.
Thereafter, Mr. Cortese resigned as a director of The Jackson Rivers
Company. Mr. Lauzon, as the remaining sole director, appointed Mr. Flannery to
fill the vacancy on the board of directors.
The sale of the shares of Series A Preferred Stock was exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(1) of the Securities Act (under the so-called "4(1 1/2) exemption" of the
Securities Act).
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(a) Concurrent with the closing of the transaction described under Section
5.01 above, on August 31, 2005, Nicholas A. Cortese resigned as a Director of
The Jackson Rivers Company. Mr. Cortese's resignation was not based on any
disagreement with us on any matter relating to our operations, policies or
practices.
(b) Concurrent with the closing of the transaction described under Section
5.01 above, on August 31, 2005, (i) Dennis N. Lauzon resigned from his positions
as President, Chief Financial Officer and Chief Executive Officer of The Jackson
Rivers Company and (ii) Mr. Cortese regsigned from his positions as Secretary
and Treasurer of The Jackson Rivers Company. Messrs. Lauzon and Cortese's
resignations were not based upon any disagreement with us on any matter relating
to our operations, policies or practices.
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(c) Concurrently with Messrs. Lauzon and Cortese's resignations, our Board
of Directors appointed Jeffrey W. Flannery as President, Chief Executive
Officer, Secretary and Treasurer of The Jackson Rivers Company.
Jeffrey W. Flannery has been a director of The Jackson Rivers Company and
its President, Chief Executive Officer, Chief Financial Officer, Treasurer and
Secretary since August 31, 2005. Mr. Flannery brings extensive experience in
business development and fiscal management to these positions with The Jackson
Rivers Company. He is currently serving as (i) President, Chief Financial
Officer, Secretary and Director of Axia Group, Inc., a development stage company
and (ii) Chief Executive Officer and Chief Financial Officer of Centrex, Inc., a
company which is commercializing a patented technology for biochemical detection
systems. Previously, Mr. Flannery was the founder and Chief Executive Officer of
Enhanced Information Systems, Inc., an online home health care provider for the
pharmacy industry, Vice President of Development for IUSA, an information
technology company, and Vice President of Corporate Communications for Center
For Special Immunology, a public company dedicated to medical treatments for
immune disorders. As President of FLC Partners, Inc., an investment banking
services company, Mr. Flannery has provided financial consulting and business
development services for many public and private companies. Mr. Flannery
received his B.A in Philosophy from the University of California Los Angeles.
(d) On August 31, 2005, pursuant to a resolution, our Board of Directors
appointed Jeffrey W. Flannery as a Director to fill the vacancy created by Mr.
Cortese's resignation.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in
Fiscal Year.
Not applicable.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans.
Not applicable.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Not applicable.
Section 6 - [Reserved]
Not applicable.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
Not applicable.
Section 8 - Other Events
Item 8.01 Other Events.
Not applicable.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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10.1 Stock Purchase Agreement dated as of August 31, 2005 by
and between Jeffrey W. Flannery, Dennis N. Lauzon and
The Jackson Rivers Company.
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.
THE JACKSON RIVERS COMPANY
(Registrant)
Date: September 7, 2005 By: /s/ Jeffrey W. Flannery
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Jeffrey W. Flannery, President, Chief
Executive Officer, Chief Financial Officer,
Treasurer and Secretary
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