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 2003
  NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2003
                            (Full title of the Plans)

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

                                 (914) 232-3180
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                      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
------------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                  <C>                       <C>
      Common Stock             17,000,000          $0.055 (2)              $ 935,000               $ 86.02
------------------------------------------------------------------------------------------------------------------
      Common Stock              8,000,000          $0.055 (3)                440,000                 40.48
------------------------------------------------------------ ------------------------------------------------------
         Total                 25,000,000                                $ 1,375,000               $126.50
------------------------------------------------------------------------------------------------------------------
</TABLE>

(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
     2003, 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 2003, set forth
     in Exhibit 4.2 to this Form S-8.


<PAGE>

                                     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.


                                       2
<PAGE>

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


                                       3
<PAGE>

                           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
<PAGE>

                  (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.


                                       5
<PAGE>

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.


                                       6
<PAGE>

                                   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 August 20, 2003.

                                   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        August 20, 2003
--------------------              and Director
    Dennis N. Lauzon


                                       7
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION

4.1   Employee Stock Incentive Plan for the Year 2003

4.2   Non-Employee  Directors and  Consultants  Retainer Stock Plan for the Year
      2003

5     Opinion Re: Legality

23.1  Consent of Accountants

23.2  Consent of Counsel


                                       8
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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 2003
  NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2003
                            (Full title of the Plans)

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

                                 (914) 232-3180
          (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
------------------------------------------------------------------------------------------------------------------
Common Stock             17,000,000          $0.055 (2)              $ 935,000               $ 86.02
------------------------------------------------------------------------------------------------------------------
      Common Stock              8,000,000          $0.055 (3)                440,000                 40.48
------------------------------------------------------------ ------------------------------------------------------
         Total                 25,000,000                                $ 1,375,000               $126.50
------------------------------------------------------------------------------------------------------------------
(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
     2003, 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 2003, 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.

                                       2
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

                                       3
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.

                                       5
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.

                                       6
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 August 20, 2003.

                                   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        August 20, 2003
--------------------              and Director
    Dennis N. Lauzon

                                       7
EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION

4.1   Employee Stock Incentive Plan for the Year 2003

4.2   Non-Employee  Directors and  Consultants  Retainer Stock Plan for the Year
      2003

5     Opinion Re: Legality

23.1  Consent of Accountants

23.2  Consent of Counsel

                                       8