U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2003.
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______ to ________
COMMISSION FILE NUMBER: 333-70932
THE JACKSON RIVERS COMPANY
(Name of small business issuer in its charter)
FLORIDA 65-1102865
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17-19 MARBLE AVENUE, PLEASANTVILLE, NEW YORK 10570
(Address of principal executive offices) (Zip Code)
(619) 615-4242
(Issuer's telephone number)
Check whether the issuer (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)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of September 30, 2003,
24,132,750 shares of the issuer's common stock were outstanding.
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
FORWARD-LOOKING INFORMATION
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
MANAGEMENT'S PLAN OF OPERATION
Our Board of Directors has determined to abandon plans to enter into the
consumer lending market in Florida. The reason for this decision was the
difficulty in securing a line of credit or other sources of funding to establish
a loan portfolio large enough to support the operations of the Company and
return a profit. There was a change in control of the Company which is
discussed further below. Our new President, Dennis N. Lauzon, has been given
permission by the Board to engage in discussions with potential merger
candidates so that the Company can begin to operate and have further access to
the capital markets. A potential merger candidate has already been identified
in the industry of consumer plastics, however, discussions have not advanced to
the point where it would be advisable for the Company to disclose the potential
merger candidate. We continue to be licensed for consumer retail installment
lending in Florida but we expect to let the license lapse at the end of the
year.
As of the end of September 30, 2003, we have settled all claims with our
former chairman and controlling stockholder, Mr. Don A. Paradiso. In our Form
10-QSB filed on November 14, 2003, we stated as follows:
"We are in negotiations with Mr. Paradiso in order to settle any
claims which he may have against the Company on account of his
long-standing employment agreement with the Company. Preliminarily, we
believe that all such claims will be settled for a payment of no more than
$19,000,000, which the Company has on hand."
The above referenced statement was a typographical error which was not
discovered until November 20, 2003, inasmuch as all of such claims had been
settled by September 30, 2003. Further, at no time have we ever had $19,000,000
on hand. As of September 30, 2003, we had $22,052 of cash on hand.
Because we lack capital, an investment in our Company involves a very high
degree of risk.
Until such time as Jackson Rivers has established operations with revenues,
Mr. Dennis N. Lauzon, our President, has agreed to provide an office, office
equipment and management without cost to the Company. We do not have an
employment contract with Mr. Lauzon; however, he has indicated a desire to
remain with the Company for the long term. The officers and directors of the
Company have terms which expire on December 31, 2003.
THIRD QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
RESULTS OF OPERATIONS
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
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LIQUIDITY AND CAPITAL RESOURCES
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
RECENT DEVELOPMENTS
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
OFF-BALANCE SHEET ARRANGEMENTS
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
ITEM 3. CONTROLS AND PROCEDURES.
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
ITEM 2. CHANGES IN SECURITIES.
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
ITEM 5. OTHER INFORMATION.
Incorporated by reference from the Registrant's report on Form 10-QSB filed on
November 14, 2003.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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3.1** Articles of Incorporation filed May 8, 2001 (incorporated by reference to Exhibit A filed with
Form SB-2 October 4, 2001)
3.2** Bylaws (incorporated by reference to Exhibit 3(ii) filed with Form SB-2 October 4, 2001)
31.1* Certification of Dennis N. Lauzon, Chief Executive Officer of The Jackson Rivers Company,
pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Dennis N. Lauzon, Chief Financial Officer of The Jackson Rivers Company,
pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Dennis N. Lauzon, Chief Executive Officer of The Jackson Rivers Company,
pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Dennis N. Lauzon, Chief Financial Officer of The Jackson Rivers Company,
pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002
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* Filed herewith.
** Incorporated herein as indicated.
(b) Reports on Form 8-K.
None.
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.
Dated November 21, 2003.
By /s/ Dennis N. Lauzon
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Dennis N. Lauzon,
President and Chief Executive Officer
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