Edgar Filing: JACKSON RIVERS CO

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

Amendment No. 1 to

FORM 10-KSB/A
(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2005

|_| TRANSITION REPORT PURSUANT TO 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 as specified in its charter)

Florida 65-1102865
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

550 Greens Parkway, Suite 230
Houston, Texas 77067
------------------------------------------------------------------------
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (619) 615-4242
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: $.00001 par
value common
stock

-------------------

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 |_|

Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

The issuer's revenues for the most recent fiscal year were $2,193,685.

The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant was approximately $1,444,776 as of April 11,
2006. Shares of common stock held by each officer and director and by each
person or group who owns 10% or more of the outstanding common stock amounting
to 0 shares have been excluded in that such persons or groups may be deemed to
be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

As of March 31, 2006, 144,777,624 shares of our common stock were issued
and outstanding.

Documents Incorporated by Reference: None.

Transitional Small Business Disclosure Format: No.

This Amendment No. 1 to Annual Report on Form 10KSB for the fiscal year
ended December 31, 2005 is being filed to correct an error resulting in an
understatement of accrued liabilities and recapitalization expense and net loss
discovered by us in connection with our preparation of our quarterly report for
the period ended March 31, 2006. Certain adjustments have been made as of and
for the year ended December 31, 2005 to correct the error.

PART I

Item 1. Description of Business

Our Company

Our executive offices are located at 550 Greens Parkway, Suite 230,
Houston, Texas and telephone number (619) 615-4242. We maintain a website at
www.jacksonrivers.com.

Our Business

Corporate History

We were incorporated on May 8, 2001 under the laws of the State of
Florida. We were a "development stage enterprise" (as defined in statement of
Financial Accounting Standards No. 7) until September 30, 2004. Beginning in
2004, we entered the business of developing and providing customized information
management systems. In 2005, JRC Global Products, our wholly-owned subsidiary
began marketing hair extension and replacement systems.

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.

On December 2, 2005, we, through our wholly owned subsidiary, JKRC Sub,
Inc., acquired Diverse Networks Inc., a Texas corporation, a company
specializing in technical, operational and engineering services ("DNI").
Pursuant to the definitive agreement, each share of DNI common stock was
converted into the right to receive either (i) $0.21 in the form of a one-year
8% promissory note or (ii) one shares of our Series B Preferred Stock, at the
election of each DNI stockholder. The acquisition was accounted for as a
recapitalization effected through a reverse merger, such that DNI was treated as
the acquiror for financial accounting purposes.

On March 17, 2006, we sold 100% of equity interest in our wholly owned
subsidiary, JRC Global Inc. to our former President and controlling shareholder,
Dennis Lauzon for $1,100 in the form of a promissory note.

Industry Overview

Machine to Machine (M2M) products and services are applicable to
industries, cities, government institutions or enterprises where acquiring data
from machines, or sharing data between machines, improves business processes.
Targeted customers that are relevant to the Company include municipalities,
government agencies and the vertical industry sectors of Construction, Electric,
Gas, Water and Wastewater Utilities, Public Safety, Oil and Gas production and
pipelines, and related Original Equipment Manufacturers supplying products to
these industries. Applications within these sectors, where efficiencies can be
gained or lifecycle cost can be reduced by implementing M2M services, include
asset tracking and management, automatic meter reading and demand response,
security, logistics, HVAC (heating, ventilation & air conditioning) and
industrial machinery maintenance, and environmental monitoring and control.

Current Business Plan

We are a service organization that provides M2M data delivery and
information management solutions to a wide range of industries. We design,
develop, deploy and operate wireless and wired communication networks and
IT-related services tailored to meet the specific needs of each our clients,
including:

o International energy companies (oil & gas)
o Energy and Water Utilities
o Municipalities
o Mobile virtual network operators (MVNO)
o Leading telecommunication companies

We have specialized expertise dealing with wireless and wired network
engineering, real-time application integration (SCADA), business intelligence
and network security. We provide services throughout the United States and
around the world, including Africa, the Caribbean, the Commonwealth of
Independent States, Europe, Japan, Mexico and the People's Republic of China.

Our focus is currently on three primary industries: Oil and Gas, Utility,
and Wireless. The Oil and Gas industry includes multiple streams within the
international private sector and national oil companies. Our utility experience
spans large regional utilities as well as small cooperatives. Within the
wireless data sector, small broadband Wireless Internet Service Providers and
large national Mobile Virtual Network Providers have turned to our experience
for the design, implementation, and operation of their customer bearing
services. Current clients include: Chevron, BP, Prenova, Constellation and
Upstream Engineering.

We have two operating divisions: The M2M Division and the Professional
Services Division.

M2M Services Division

M2M is about data flowing between untold billions of devices, and between
those devices and people that need information to help them make better
decisions. The information can be anything from monitoring the environment
inside remote greenhouses, gathering data about traffic flow and thermal
stresses on a bridge, to sending daily electricity usage information to you on a
display in your home.

Our data acquisition and delivery service provides cost effective
alternatives to the manual collection of data and to the creation of an
automated collection system. It eliminates the need to build, operate, and
manage the telecommunication and computer network. This service includes:
ruggedized, industrial remote gateway units which connect to equipment in the
field, transport of your company's data via one of several available
telecommunication technologies, 24x7 network management and help desk support,
data archival, notification in the event of a field alarm, a web-based network
visibility tool, plus the ability for clients to retrieve data and generate
reports.

Professional Services Division

Our Professional Services business leverages our data communication
knowledge, our operations expertise, our experience in real-time systems and our
insight into existing and emerging communication technologies to formulate and
implement solutions for our clients. We help our clients to identify and enter
new markets, achieve strategic objectives and deliver their products and
services more effectively and efficiently. Our innovative tools, methodologies
and other intellectual property enhance our ability to examine, engineer,
execute and then evaluate flexible and scalable solutions tailored to the
particular needs of each of our clients.

Within the Professional Services Division, we offer Engineering Services,
Business Intelligence and Security Solutions.

Engineering Services

Wireless and Wired Network Engineering. Our network engineering team is
well versed in both wired and wireless technologies. We perform analysis of
existing networks, design of new and expansion networks, and testing of existing
networks and new solutions for network upgrades. As part of our LAN/WAN
engineering, we can analyze data flow and throughput, layer 2/3 protocol usage,
IP addressing, congestion, utilization, and reliability. We also perform network
design for the core, distribution, and access layers.

Specification design and implementation of fixed and mobile wireless data
networks for service providers such as:

o palmOne, Inc.'s Palm.Net service

o OmniSky Corporation

o SkyRiver Communications, Inc.

o Ricochet Networks, Inc.

o AsiaCorp Communications in the People's Republic of China

o CapRock Communications' worldwide network

Radio Frequency (RF) Engineering. Our RF engineering team focuses on the
characteristics and performance of wireless data networks. We perform site
surveys, propagation analysis, frequency coordination, and site selection and
optimization. Our RF experience spans many frequency ranges and air interface
standards, including UHF, Spread Spectrum, Microwave, Cellular/PCS, UNII,
LMDS/MMDS and others. Projects have included:

o Site examination and RF plan for the University of Houston campus
facilities and

o Site and equipment selection and testing for SkyRiver Communication's Inc.

Satellite Engineering. Our satellite engineering team can manage and
engineer space segment, gateway earth stations, VSATs, and handle your
regulatory issues. When managing space segment, this team performs economic
analysis, tariff negotiation, and provisioning and management. We are familiar
with both domestic and international permitting, as well as frequency
coordination where necessary. While engineering ground segment facilities, we
have performed earth station dimensioning and RF equipment design and
configuration. Our engineers can optimizing the economic and performance
tradeoffs in the earth station, space segment, and transmission technology to
provide the lowest life cycle cost and highest performance systems available.

Business Intelligence Services

Dashboards & Portals. Dashboards and portals allow users to customize
their views so that they get only the data they need without having to wade
through extraneous content. When combined with mobile connectivity,
dashboard/portal technology puts the power to make informed decisions into the
right hands. We have the knowledge and expertise to properly evaluate a client's
data visibility needs and architect a solution that is both customizable and
scalable.

Real-Time & Just-In-Time (JIT) Data Management. Our experience base
includes a firm foundation in Real-Time/Just-In-Time scenarios and business
models including SCADA energy management, trading enterprises, and military
applications. We fully understand the complexities that time-sensitive data add
to any business intelligence scenario.

SCADA Requirements Specification. With over 50 years of combined SCADA
products development and support experience, our expert teams can help clients
determine whether a full replacement, product upgrade or better usage of
currently implemented systems provide greater return on income (ROI). We are
currently engaged on a project for Chevron for this type of service.

Real-time Performance Tuning. We will automate cumbersome manual tasks and
fine tune the configurations of your SCADA systems to provide optimum
performance. We create custom scripts and tools for trending and analysis geared
towards each client's processes and procedures.

Key projects have included:

o software and application development, such as our streamlining and
customization of data input and reporting for a global capital project
management system for a major oil company;

o specification, design, and implementation of business processes and
efficiency optimization systems, such as new energy management systems for
Prenova;

o utility data center process optimization, such as our analysis and
automation of systems and procedures for Itron, Inc.;

Security Solutions

Vulnerability Scanning. We provide completely automated checks for known
vulnerabilities against a system or systems in a network using enterprise grade,
commercial, industry standard, trade, and custom tools.

Security Scanning. We perform vulnerability scans, which include manual
false positive verification, network weakness identification, and customized,
professional analysis.

Penetration Testing. We provide specialized, goal-oriented testing (such
as individual systems of interest) to gain privileged access by pre-conditional
means using a safe "hacker" methodology. Our security engineers will use the
same proven techniques and methodology that hackers use to gain unauthorized
entry to networks and computer systems. The results will be provided to you in a
full report complete with usable database data, charts and graphs, counter
measure options, while at the same time, posing absolutely no actual risk to you
network or computer systems.

Risk Assessment and Analysis. In order to make an informed business
decision on how to handle a risk properly when this situation occurs, we offer
full risk analysis and vulnerability assessment service, which give our clients
the necessary data for calculating the best solutions with proven formulas. This
process is performed through interview and mid-level research, test results
analysis, and personnel interviews, which includes business justification, legal
justifications, and industry specific justifications concluded by quantified
actuarial formulas proven in the industry. The results will be provided in a
full report complete with usable database data, charts and graphs, counter
measure options, and business cost analysis.

Security Auditing. We offer hands-on, privileged, code level, security
inspection of the operating system (OS) and applications of a system or systems
within a network or networks.

Posture Assessment & Security Testing. Project-oriented complete risk
assessment of all systems, applications, and networks through the application of
professional analysis, scanning, and testing, where penetration is often used to
confirm false positives and false negatives as project time allows.

Counter Measure Strategies. Firewalls, Intrusion Detection Systems (IDS),
and Virtual Private Networks (VPN). We will help organizations choose the right
counter measures that are the most effective for their architecture as well as
the most cost beneficial to their budget with our proven formulas.

Policy Design and Implementation. Our security professionals have years of
experience designing and implementing security policies for some of the world's
top energy companies as well as some of the nations top government agencies. We
help design an effective, industry standard security policy and integrate it
into such client's security architecture and teach the best ways to enforce them
within their organization.

Forensics. The capture, recording, and analysis of network events in order
to discover the source of security attacks, exposures, and breaches.

Security Training. Our employees have extensive wired and wireless network
as well as SCADA/Critical Infrastructure security experience. Our instructors,
all with over a decade of professional security experience, come from a
background of enterprise security software development companies, various
government agencies, financial institutions, energy & utility companies, and
some of the worlds largest oil & gas companies.

Competition

We face a great deal of competition for its services from a number of
companies. Competition within the M2M market varies by industry and
applications. Typical competitors are regional or national service-oriented
companies that address a single niche such as HVAC, asset tracking, or utility
meter reading. Other competitors include equipment manufacturers looking to
develop their own monitoring service to enable long-term maintenance contracts
or companies that offer M2M solutions for private label. No competitor offers an
integrated, broad-based, end-to-end, turnkey solution that's addresses any
application. It is expected that competition for our services will increase
dramatically in the coming years as additional companies looking to become
complete M2M solutions providers are expected to enter the market in the next
few years.

Employees

We have 11 full-time employees and no part-time employee as of March 31,
2006. As we grow, we will need to attract an unknown number of additional
qualified employees. Although we have experienced no work stoppages and believe
our relationships with our employees are good, we could be unsuccessful in
attracting and retaining the persons needed. None of our employees are currently
represented by a labor union. We expect to have a ready source of available
labor to support our growth.

Recent Developments

Note and Warrant Private Placement. On March 31, 2006, we entered into a
Securities Purchase Agreement with certain accredited investors pursuant to
which they agreed to issue up to $2,000,000 of principal amount of convertible
promissory notes in three separate tranches and warrants to purchase shares of
our common stock (the "Securities Purchase Agreement"). The tranches of notes
are to be issued and sold as follows: (i) $700,000 upon execution and delivery
of the Securities Purchase Agreement; (ii) $600,000 within 5 days of filing of a
registration statement with the Securities and Exchange Commission (the "SEC")
registering the shares of common stock issuable upon conversion of the notes and
exercise of the warrants issued pursuant to the Securities Purchase Agreement
(the "Registration Statement") and (iii) $700,000 within 5 days of the
Registration Statement being declared effective by the SEC The convertible notes
have a 3 year term and bear interest at six percent (6%). The notes are
convertible into our common stock pursuant to a "variable conversion price"
equal to the "Applicable Percentage" multiplied by the "Market Price.'
"Applicable Percentage" is initially 50% provided, that, such percentage will be
increased to 55% if the Registration Statement is filed on or before April 30,
2006 and further increased to 60% if the Registration Statement is declared
effective by the SEC on or before July 29, 2006. "Market Price" means the
average of the lowest three trading prices (as defined) for our common stock
during the 20 trading day period prior to conversion. Upon an event of default
(as defined), the notes are immediately due and payable at an amount equal to
the greater of (i) 140% of the then outstanding principal amount of notes plus
interest and (ii) the "parity value" defined as (a) the highest number of shares
of common stock issuable upon conversion of the notes multiplied by (b) the
highest closing price for our common stock during the period beginning on the
date of the occurrence of the event of default and ending one day prior to the
demand for prepayment due to the event of default. The notes are secured by a
first lien on all of our assets, including all of our intellectual property.

Subject to certain terms and conditions set forth therein, the notes are
redeemable by us at a rate of between 120% to 140% of the outstanding principal
amount of the notes plus interest. In addition, so long as the average daily
price of our common stock is below the "initial market price" (as defined) we
may prepay a such monthly portion due on the outstanding notes and the investors
agree that no conversions will take place during such month where this option is
exercised by us.

The notes were issued with warrants to purchase up to 50,000,000 shares of
our common stock at an exercise price of $0.07 per share, subject to adjustment.

We agreed to register the secondary offering and resale of the shares
issuable upon conversion of the notes, the shares issuable upon exercise of the
warrants within 30 days of the execution of the Securities Purchase Agreement.

We relied on the exemption from registration provided by Section 4(2) of
the Securities Act of 1933, as amended, for the offer and sale of the notes and
the warrants.

In connection with the offer and sale of the notes and the warrants, we
engaged Envision Capital LLC, as a finder for the transaction. Envision will
receive a ten percent (10%) cash commission on the sale of the notes and
warrants to purchase up to 5,000,000 shares of our common stock on the same
terms and conditions as the warrants issued to purchasers under the Securities
Purchase Agreement.

Item 1A. Risk Factors and Cautionary Statement Regarding Forward-Looking
Information

An investment in our common stock involves a high degree of risk. You
should carefully consider the following risk factors and the other information
in this annual report before investing in our common stock. Our business and
results of operations could be seriously harmed by any of the following risks.
The trading price of our common stock could decline due to any of these risks.

There is a limited trading market for our common stock.

Our common stock is traded on the OTC Bulletin board under the symbol
"JKRI.OB." There has been virtually no trading activity in our stock recently,
and when it has traded, the price has fluctuated widely. We consider our common
stock to be "thinly traded" and any last reported sale prices may not be a true
market-based valuation of the common stock. A consistently active trading market
for our stock may not develop at any time in the future. Stockholders may
experience difficulty selling their shares if they choose to do so because of
the illiquid market and limited public float for our stock. It is possible that
even a limited public market for our common stock will not be sustained after
the date of this annual report or at a time at which you may desire to sell your
shares.

Our common stock is considered to be a "penny stock" and, as such, the market
for our common stock may be further limited by certain SEC rules applicable to
penny stocks.

As long as the price of our common stock remains below $5.00 per share or
we have net tangible assets of $2,000,000 or less, our shares of common stock
are likely to be subject to certain "penny stock" rules promulgated by the SEC.
Those rules impose certain sales practice requirements on brokers who sell penny
stock to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000). For transactions covered by the penny stock
rules, the broker must make a special suitability determination for the
purchaser and receive the purchaser's written consent to the transaction prior
to the sale. Furthermore, the penny stock rules generally require, among other
things, that brokers engaged in secondary trading of penny stocks provide
customers with written disclosure documents, monthly statements of the market
value of penny stocks, disclosure of the bid and asked prices and disclosure of
the compensation to the brokerage firm and disclosure of the sales person
working for the brokerage firm. These rules and regulations make it more
difficult for brokers to sell our shares of our common stock and limit the
liquidity of our securities.

We have issued a substantial number of securities convertible into shares of our
common stock which will result in substantial dilution to the ownership
interests of our existing stockholders.

As of March 31, 2006, approximately 682,500,000 shares of our common stock
were reserved for issuance upon exercise or conversion of the convertible
promissory notes and warrants issued to investors in connection with our March
2006 private placement.

The exercise or conversion of these securities will result in a
significant increase in the number of outstanding shares and substantially
dilute the ownership interests of our existing shareholders.

A substantial number of our convertible securities are convertible into shares
of common stock at a current conversion price of $0.005 per share. Most of these
shares are eligible for public resale. The trading price of our common stock and
our ability to raise additional financing may be adversely affected by the
influx into the market of such a substantial number of shares.

Our outstanding convertible notes are presently convertible into
140,000,000 shares of common stock at a per share conversion price equal to the
average of three lowest trading prices during the twenty day period prior to
conversion multiplied by 50% (currently $0.005) which is less than the current
trading price of our shares. Although many of the shares issuable upon
conversion of our convertible warrants are eligible for public resale under
Securities and Exchange Commission Rule 144, we have agreed to file a
registration statement to cover the public resale of all of these shares. This
significant increase in number of shares available for public sale may have a
negative impact on the trading price of our shares and substantially dilute the
ownership interest of our existing shareholders. In the event that our stock
trades below current market prices share, in order to raise additional financing
we would likely be required to issue additional shares of common stock or
securities convertible into common stock at a purchase or conversion price as
applicable, of less $.005 per share. To the extent these factors are viewed
negatively by the market, it may provide an incentive for persons to execute
short sales of our common stock that could adversely affect the trading price of
our common stock.

We do not expect to pay dividends for the foreseeable future.

For the foreseeable future, it is anticipated that earnings, if any, that
may be generated from our operations will be used to finance our operations and
that cash dividends will not be paid to holders of our common stock.

Any projections used in this prospectus may not be accurate.

Any and all projections and estimates contained in this annual report or
otherwise prepared by us are based on information and assumptions which
management believes to be accurate; however, they are mere projections and no
assurance can be given that actual performance will match or approximate the
projections.

We may not have sufficient funds to operate our business and may not be able to
obtain additional financing.

We currently have insufficient funds to operate our business according to
our proposed business plan. In addition, if unanticipated expenses, problems,
and difficulties occur which result in material delays in the development of our
products, we will not be able to operate within our budget. If we do not operate
within our budget, we will require additional funds to continue our business. We
may not be able to obtain additional financing as needed, on acceptable terms,
or at all, which would force us to delay our plans for growth and implementation
of our strategy which could seriously harm our business, financial condition,
and results of operations. If we need additional funds, we may seek to obtain
them primarily through stock or debt financings. Those additional financings
could result in dilution to our stockholders.

We may need to raise additional money before we achieve profitability; if we
fail to raise additional money, it could be difficult to continue our business.

Based on our current plans, we believe that we do not have sufficient
financial resources to meet our operating expenses and capital requirements for
fiscal 2006. However, if we plan to expand our operations to manufacture and
market additional products or services or if we make material acquisitions, we
will need to obtain additional funds. We may seek additional funding through
public or private financing or through collaborative arrangements with strategic
partners.

You should be aware that in the future:

o we may not obtain additional financial resources when necessary or
on terms favorable to us, if at all; and

o any available additional financing may not be adequate.

If we cannot raise additional funds when needed, or on acceptable terms,
we will not be able to continue to expand our operations or develop and
manufacture our products.

We may need to develop manufacturing capacity for our existing and future
products, which will increase our expenses.

We have evaluated in the past, and continue to evaluate, the feasibility
of acquiring manufacturing capabilities to support the production of our
products. These facilities may be required to meet the production capacities
required to produce such products for commercial sale at an acceptable cost. We
have not manufactured these products in the past. Developing these capabilities
and building or purchasing a facility will increase our expenses with no
guarantee that we will be able to recover our investment in our manufacturing
capabilities.

We depend heavily on key personnel, and loss of the services of one or more of
our key executives or a significant portion of any prospective local management
personnel could weaken our management team adversely affecting our operations.

Our success largely depends on the skills, experience and efforts of our
senior management, particularly our Chief Executive Officer, Jeffrey W. Flannery
and our President and Chief Operating Officer, James E. Nelson. Our operations
will also be dependent on the efforts, ability and experience of key members of
our prospective local management staff. The loss of services of one or more
members of our senior management or of a significant portion of any of our local
management staff could weaken significantly our management expertise and our
ability to deliver health care services efficiently. We do not maintain key man
life insurance policies on any of our officers, although we intend to obtain
such insurance policies in the future.

Because stock ownership is concentrated, you and other investors will have
minimal influence on stockholders' decisions.

Assuming that issued and outstanding warrants and options for our common
stock have not been exercised, two of our significant shareholders own
approximately 40% of our outstanding common stock as of March 31, 2006. As a
result our executive officers may be able to significantly influence the
management of the company and all matters requiring stockholder approval,
including the election of directors. Such concentration of ownership may also
have the effect of delaying or preventing a change in control of our company.

Substantial sales of our stock may impact the market price of our common stock.

Future sales of substantial amounts of our common stock, including shares
that we may issue upon exercise of options and warrants, could adversely affect
the market price of our common stock. Further, if we raise additional funds
through the issuance of common stock or securities convertible into or
exercisable for common stock, the percentage ownership of our stockholders will
be reduced and the price of our common stock may fall.

The marketability and profitability of our products is subject to unknown
economic conditions.

The marketability and profitability of our products may be adversely
affected by local, regional, national and international economic conditions
beyond our control and/or the control of our management. Favorable changes may
not necessarily enhance the marketability or profitability of the products. Even
under the most favorable marketing conditions, there is no guarantee that our
products can be sold or, if sold, that such sale will be made upon favorable
prices and terms.

Issuing preferred stock with rights senior to those of our common stock could
adversely affect holders of common stock.

Our charter documents give our board of directors the authority to issue
series of preferred stock without a vote or action by our stockholders. The
board also has the authority to determine the terms of preferred stock,
including price, preferences and voting rights. The rights granted to holders of
preferred stock may adversely affect the rights of holders of our common stock.
For example, a series of preferred stock may be granted the right to receive a
liquidation preference - a pre-set distribution in the event of a liquidation -
that would reduce the amount available for distribution to holders of common
stock. In addition, the issuance of preferred stock could make it more difficult
for a third party to acquire a majority of our outstanding voting stock. As a
result, common stockholders could be prevented from participating in
transactions that would offer an optimal price for their shares.

Cautionary Statement Concerning
Forward-Looking Statements

Some of the statements in this annual report are forward looking
statements, which are subject to risks and uncertainties. These risks and
uncertainties could cause actual results to differ materially from those
expressed in forward-looking statements. We base these forward-looking
statements on our expectations and projections about future events, which we
derive from the information currently available to us. Such forward-looking
statements relate to future events or our future performance. Forward-looking
statements are only predictions. The forward-looking events discussed in this
annual report, the documents to which we refer you and other statements made
from time to time by us or our representatives, may not occur, and actual events
and results may differ materially and are subject to risks, uncertainties and
assumptions about us. For these statements, we claim the protection of the
"bespeaks caution" doctrine. The forward-looking statements speak only as of the
date hereof, and we expressly disclaim any obligation to publicly release the
results of any revisions to these forward-looking statements to reflect events
or circumstances after the date of this filing.

Item 2. Description of Property

Our executive and operational headquarters are based in Houston, Texas. We
lease office space under an operating lease that expires in May 2010 at a
monthly rent of $23,560. We may require additional office space if we grow. We
believe there is an adequate supply of suitable office space for lease on terms
acceptable to us should we require it.

Item 3. Legal Proceedings

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Our common stock trades on the OTC Bulletin Board under the symbol "JKRI."
The following table shows the high and low bid prices for our common stock for
each quarter since January 1, 2004 as reported by the OTC Bulletin Board. All
share prices have been adjusted to provide for the 1-for-1000 reverse stock
split which was effected on November 22, 2004, the 1-for-2000 reverse stock
split which was effected on May 9, 2005 and the 4-forr 1 stock split which was
effected on May 27, 2005. We consider our stock to be "thinly traded" and any
reported sale prices may not be a true market-based valuation of the stock. Some
of the bid quotations from the OTC Bulletin Board set forth below may reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

January 1, 2005 to December 31, 2005 (OTC Bulletin Board) High Bid Low Bid
-------------------------------------------------------------------------------
First quarter $ 3.500 $ 0.00
Second quarter 0.065 0.00
Third quarter 0.108 0.006
Fourth quarter 0.025 0.003

January 1, 2004 to December 31, 2004 (OTC Bulletin Board) High Bid Low Bid
-------------------------------------------------------------------------------
First quarter $ 16,250 $ 2,500
Second quarter 14,500 3,525
Third quarter 9,250 575
Fourth quarter 975 0.50

As of March 9, 2006, there were approximately 48 record holders of our
common stock.

We have not paid any cash dividends since our inception and do not
contemplate paying dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained to retire debt and for the operation of the
business.

Shares eligible for future sale could depress the price of our common
stock, thus lowering the value of a buyer's investment. Sales of substantial
amounts of common stock, or the perception that such sales could occur, could
adversely affect prevailing market prices for shares of our common stock.

Our revenues and operating results may fluctuate significantly from
quarter to quarter, which can lead to significant volatility in the price and
volume of our stock. In addition, stock markets have experienced extreme price
and volume volatility in recent years. This volatility has had a substantial
effect on the market prices of securities of many smaller public companies for
reasons unrelated or disproportionate to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of our common stock.

Securities Authorized for Issuance Under Equity Compensation Plans. The
following provides information concerning compensation plans under which our
equity securities are authorized for issuance as of December 31, 2005:

(a) (b) (c)
------------------------------------- -------------------- ---------------------- ------------------------
Number of securities
Number of remaining available
securities to be for future issuance
issued upon under equity
exercise of Weighted-average compensation plans
outstanding exercise price of (excluding securities
options, warrants outstanding options, reflected in column
Plan Category and rights warrants and rights (a))
------------------------------------- -------------------- ---------------------- ------------------------

Equity compensation plans approved
by security holders 45,577,624 $0.0127 99,655,000
Equity compensation plans not
approved by security holders -- --
Total 45,577,624 $0.0127 99,655,000

RECENT SALES OF UNREGISTERED SECURITIES

In January 2006, we issued an 8% Convertible Note in the aggregate
principal amount of $250,000 to a single accredited investor in consideration
for services rendered under a fee agreement dated November 2005. This note is
due and payable on or before January 1, 2007. This note is convertible into
shares of that number of shares of our common stock as would be determined by
dividing (i) the unpaid principal balance plus accrued interest by (ii) 80% of
the average of the three lowest closing bid prices for the twenty trading days
immediately prior to conversion. No conversions can be made which would result
in holder owning more than 4.99% of our common stock after conversion. The
issuance of the note was exempt under Section 4(2) of the Securities Act of
1933, as amended

In March 2006, we issued an 8% Convertible Note in the aggregate principal
amount of $60,000 to a single accredited investor. Upon consummation of a
funding in the aggregate amount of $300,000, the holder entitled to full payment
of all outstanding principal and interest. In addition, the holder is entitled
receive Common Stock equal to the value of the Principal and interest at a
conversion price equal to the average of the lowest 3 closing bid prices in the
20 trading days immediately preceding the repayment date. No conversions can be
made which would result in holder owning more than 4.99% of our common stock
after conversion. The issuance of this note was exempt under Section 4(2) of the
Securities Act of 1933, as amended.

Item 6. Management's Discussion and Analysis or Plan of Operation

The following discussion and analysis should be read in conjunction with
our audited consolidated financial statements and related notes included in this
report. This report contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. The statements contained
in this report that are not historic in nature, particularly those that utilize
terminology such as "may," "will," "should," "expects," "anticipates,"
"estimates," "believes," or "plans" or comparable terminology are
forward-looking statements based on current expectations and assumptions.

Various risks and uncertainties could cause actual results to differ
materially from those expressed in forward-looking statements. Factors that
could cause actual results to differ from expectations include, but are not
limited to, those set forth under the section "Risk Factors" set forth in this
report.

The forward-looking events discussed in this annual report, the documents
to which we refer you and other statements made from time to time by us or our
representatives, may not occur, and actual events and results may differ
materially and are subject to risks, uncertainties and assumptions about us. For
these statements, we claim the protection of the "bespeaks caution" doctrine.
All forward-looking statements in this document are based on information
currently available to us as of the date of this report, and we assume no
obligation to update any forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements.

General

We build and operate large scale wireless networks and provide consulting
and engineering services to allow our customers to build and operate their
networks. We also provide data collection and management services between remote
devices called Machine to Machine or M2M services. We entered this industry upon
the acquisition of Diverse Networks, Inc. on December 1, 2006. The transaction
was accounted for as a recapitalization effected through a reverse merger, such
that Diverse Networks, Inc. was treated as the "acquiring company" for financial
reporting purposes

Our executive offices are located at 550 Greens Parkway, Suite 230,
Houston, Texas 77067 and telephone number (619) 615-4242. We maintain a website
at www.jacksonrivers.com.

Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement
exists, services have been rendered, the sales price is fixed or determinable,
and collectibility is reasonably assured.

Restatement

The accompanying financial statements as of and for the year ended
December 31, 2005 have been restated to reflect a $250,000 placement fee payable
to a third party in connection with the reverse merger of Diverse Networks, Inc.
in December 2005. The fee was recorded to recapitalization expense in the
statements of operations for the year ended December 31, 2005. We did not
previously account for this fee. The fee had the impact of increasing loss from
operations, net loss, current liabilities and accumulated deficit by $250,000.

Results of Continuing Operations

Basis of Presentation

The results of operations set forth below for the years ended December 31,
2005 and 2004 are those of the continuing operations of The Jackson Rivers
Company, which include Diverse Networks, Inc. on a consolidated basis

The following table sets forth, for the periods indicated, certain
selected financial data expressed as a percentage of net sales from continuing
operations:

Year Ended Year Ended
December 31, December 31,
2005 2004
------------ ------------
Net sales $ 2,193,685 $ 6,589,736
Cost of sales 1,026,414 4,632,597
------------ ------------

Gross profit 1,167,271 1,957,139

Selling, general and administrative 1,363,490 2,329,207
Recapitalization Expense 1,513,727 --
Depreciation and Amortization 171,019 189,311
------------ ------------

Operating loss $ (1,880,965) $ (561,379)
============ ============

Comparison of the Years ended December 31, 2005 and 2004

Net sales. Net sales for operations of The Jackson Rivers Company
decreased to $2,193,685, or a decrease of approximately 67%, for the year ended
December 31, 2005, from $6,589,736 for the year ended December 31, 2004. This
decrease was attributable to the discontinuation of a major contract with
Palm.net, a company which ceased operations in September 2004 and the completion
of a major development with Prenova, Inc., which was not renewed.

Cost of Sales. Cost of sales for continued operations decreased to
$1,026,414, or approximately 78%, for the year ended December 31, 2005, from
$4,632,597 for the year ended December 31, 2004. As a percentage of net sales,
cost of sales decreased to 47% of net sales for the year ended December 31, 2005
versus approximately 70% of sales for the year ended December 31, 2004. The
decrease in cost of sales as a percentage of net sales resulted primarily from a
reduction of company employees and operational overhead As a result, we
generated a gross profit of $1,167,271 with a gross profit margin of
approximately 53% for the year ended December 31, 2005.

Selling, general and administrative. Selling, general and administrative
expenses decreased to $1,363,490, or a decrease of approximately 41%, for the
year ended December 31, 2005, from $2,329,207 for the year ended December 31,
2004. As a percentage of net sales, selling, general and administrative expenses
were approximately 62% for the year ended December 31, 2005, as compared to
approximately 35% for the comparable period in 2004. The decrease in selling,
general and administrative expenses primarily results from a reduction in
administrative and sale staff as the number of employees was reduced to 11
employees from a previous high in excess of 50.

Recapitalization Expense During the year ended December 31, 2005, we
incurred $1,513,727 in connection with our recapitalization in December 2005.

Depreciation and Amortization. Depreciation and amortization expense
decreased to $171,019 for the year ended December 31, 2005, from $189,311 for
the year ended December 31, 2004. This decrease was due to equipment that
depreciated and not replenished due to the loss of the contract with Palm.net.

Operating loss. We incurred an operating loss of $1,880,965 for the year
ended December 31, 2005, compared to an operating loss of $561,379 for the year
ended December 31, 2004. We had increased operating losses in the year 2005 as
compared to 2004 primarily because the loss of revenues from a major contract
with Palm.net and continuing obligations that we had with rental of our
operating facilities and maintenance of equipment.

Liquidity and Capital Resources

We have financed our operations, acquisitions, debt service, and capital
requirements through cash flows generated from operations, debt financing, and
issuance of securities. Our working capital deficit at December 31, 2005 was
$1,572,051 and at December 31, 2004 it was $95,409. We had cash of $36,361 as of
December 31, 2005, while we had cash of $238,235 as of December 31, 2004. This
difference results primarily from loss of contract revenues and fluctuations in
accounts receivables.

We used $120,932 of net cash used in operating activities for the year
ended December 31, 2005 compared to using $275,749 in the year ended December
31, 2004. This cash used in operating activities was offset by a non-cash
depreciation expense of $143,407, and an amortization expense of $27,612.

Net cash flows used in investing activities was $9,753 for the year ended
December 31, 2005, compared to $58,616 in the year ended December 31, 2004. The
cash used in investing activities for the year ended December 31, 2005 was for
purchase of equipment and software.

Net cash flows used in financing activities were $71,189 for the year
ended December 31, 2005, compared to net cash provided by financing activities
of $29,742 in the year ended December 31, 2004. The difference results primarily
from $95,046 in payments on notes and capital leases.

March Private Offering

On March 31, 2006, we entered into a Securities Purchase Agreement with
certain accredited investors pursuant to which they agreed to issue up to
$2,000,000 of principal amount of convertible promissory notes in three separate
tranches and warrants to purchase shares of our common stock (the "Securities
Purchase Agreement"). The tranches of notes are to be issued and sold as
follows: (i) $700,000 upon execution and delivery of the Securities Purchase
Agreement; (ii) $600,000 within 5 days of filing of a registration statement
with the Securities and Exchange Commission (the "SEC") registering the shares
of common stock issuable upon conversion of the notes and exercise of the
warrants issued pursuant to the Securities Purchase Agreement (the "Registration
Statement") and (iii) $700,000 within 5 days of the Registration Statement being
declared effective by the SEC The convertible notes have a 3 year term and bear
interest at six percent (6%). The notes are convertible into our common stock
pursuant to a "variable conversion price" equal to the "Applicable Percentage"
multiplied by the "Market Price.' "Applicable Percentage" is initially 50%
provided, that, such percentage will be increased to 55% if the Registration
Statement is filed on or before April 30, 2006 and further increased to 60% if
the Registration Statement is declared effective by the SEC on or before July
29, 2006. "Market Price" means the average of the lowest three trading prices
(as defined) for our common stock during the 20 trading day period prior to
conversion. Upon an event of default (as defined), the notes are immediately due
and payable at an amount equal to the greater of (i) 140% of the then
outstanding principal amount of notes plus interest and (ii) the "parity value"
defined as (a) the highest number of shares of common stock issuable upon
conversion of the notes multiplied by (b) the highest closing price for our
common stock during the period beginning on the date of the occurrence of the
event of default and ending one day prior to the demand for prepayment due to
the event of default. The notes are secured by a first lien on all of our
assets, including all of our intellectual property.

The notes were issued with warrants to purchase up to 50,000,000 shares of
our common stock at an exercise price of $0.07 per share, subject to adjustment.

We relied on the exemption from registration provided by Section 4(2) of
the Securities Act of 1933, as amended, for the offer and sale of the notes and
the warrants.

Insider and Affiliate Loans

In July 2005, we borrowed $85,000 from an officer. This note is payable
with accrued interest on or before July 13, 2006.

Capital Requirements

We had a working capital deficit of $1,572,051 as of December 31, 2005.
Since that time, we have completed a private placement of our common stock which
resulted in net proceeds to us of approximately $400,000 and we expect to close
the next 2 tranches on this placement which will generate gross proceeds of an
additional $1,300,000 in the next 90 days.

In the event we seek to expand our operations or launch new products for
sale into the marketplace, or in the event we seek to acquire a company or
business or business opportunity, or in the event that our cash flows from
operations are insufficient to fund our operations, working capital
requirements, and debt service requirements, we would need to finance our
operations through additional debt or equity financing, in the form of a private
placement or a public offering, a strategic alliance, or a joint venture. Such
additional financing, alliances, or joint venture opportunities might not be
available to us, when and if needed, on acceptable terms or at all. If we are
unable to obtain additional financing in sufficient amounts or on acceptable
terms under such circumstances, our operating results and prospects could be
adversely affected. In addition, any debt financings or significant capital
expenditures require the written consent of our lender under the March private
placement.

Off-Balance Sheet Arrangements

None.

Item 7. Financial Statements

Table of Contents

Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheet F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Cash Flows F-4
Consolidated Statements Stockholders' Deficit F-5
Notes to Financial Statements F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
The Jackson Rivers Company
(formerly Diverse Networks, Inc.)
San Diego, California

We have audited the accompanying balance sheet of The Jackson Rivers Company
("Jackson Rivers") (formerly Diverse Networks, Inc.) as of December 31, 2005 and
the related statements of operations, stockholders' deficit, and cash flows for
the two years then ended These financial statements are the responsibility of
Jackson Rivers' management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jackson Rivers as of December
31, 2005, and the results of its operations and its cash flows for the periods
described in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that Jackson
Rivers will continue as a going concern. As discussed in Note 2 to the financial
statements, Jackson Rivers has recurring net losses and has negative working
capital, which raises substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are described in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

As discussed in Note 3 to the financial statements, an error resulting in an
understatement of current liabilities and recapitalization expense and net loss
of $250,000 were discovered by management in 2006. Accordingly adjustments have
been made as of and for the year ended December 31, 2005, to correct the error.

Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

April 3, 2006, except for notes 1 and 3, which are as of May 23, 2006.

F-1

THE JACKSON RIVERS COMPANY
(formerly Diverse Networks, Inc.)
CONSOLIDATED BALANCE SHEET
As of December 31, 2005

ASSETS (restated)
Current assets:
Cash and cash equivalents $ 36,361

Accounts receivable, net of allowance for doubtful
account of $3,010 272,330

Inventory 19,633

Prepaid expenses and other 32,681
------------

Total current assets 361,005
Software, net 25,910

Property and equipment, net 225,485
------------
Total assets $ 612,400
============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities $ 703,125
Notes payable 917,000
Notes payable - related
party 302,644

Capital lease - current portion 10,287
------------
Total current liabilities 1,933,056

Long-term liabilities:
Capital lease, net of current portion 4,765
Stockholders' deficit:
Preferred stock, par value $0.01 per share, 1,000,000,000
shares authorized:

Series A preferred stock, par value $.00001 per
share, 10,000,000 shares authorized; 960,000
shares issued and outstanding 10

Series B preferred stock, par value $.001 per
share, 8,413,607 shares authorized; 1,000,000
issued and outstanding 1,000

Common stock, par value $.00001 per share, 990,000,000
shares authorized; 49,527,624 shares issued and outstanding 495
Additional paid-in capital 507,755

Stock subscription receivable (92,400)

Accumulated deficit (1,742,281)
------------

Total stockholders' deficit (1,325,421)
------------
Total liabilities and stockholders' deficit $ 612,400
============

See accompanying summary of accounting policies
and notes to financial statements.

F-2

THE JACKSON RIVERS COMPANY
(formerly Diverse Networks, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 2005 and 2004

2005 2004
------------ ------------
(restated)
Sales, net $ 2,193,685 $ 6,589,736

Cost of sales 1,026,414 4,632,597
------------ ------------
Gross profit 1,167,271 1,957,139

Operating expenses:

Selling, general, and administrative 1,363,490 2,329,207
Recapitalization expense 1,513,727 --
Depreciation and amortization 171,019 189,311
------------ ------------
Total operating expenses 3,048,236 2,518,518
------------ ------------

Loss from operations (1,880,965) (561,379)
------------ ------------

Other income (expense):
Other income 2,131 --

Interest expense (30,365) (25,660)
------------ ------------
Total other (expense) (28,234) (25,660)

Net loss before provision for income taxes (1,909,199) (587,039)
Income tax benefit

Income tax benefit (158,817) (59,906)
------------ ------------

Net loss $ (1,750,382) $ (527,133)
============ ============

Earnings (loss) per share, basic and diluted $ (0.53) N/A*
============ ============

Weighted average number of shares
outstanding (basic and diluted) 3,278,100 N/A*
============ ============

* Jackson Rivers issued preferred shares, rather than common stock, in
connection with the merger of Diverse Networks. Accordingly, no common
shares are deemed outstanding prior to the merger.

See accompanying summary of accounting policies
and notes to financial statements.

F-3

THE JACKSON RIVERS COMPANY
(formerly Diverse Networks, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2005 and 2004

2005 2004
------------ ------------
(restated)
Cash flow from operating activities:
Net loss from operations $ (1,750,382) $ (527,133)
Adjustments to reconcile net loss to net cash
used in operating activities:

Depreciation 143,407 155,760

Amortization 27,612 33,551
Common stock issued in exchange for
consulting services rendered 48,400 --
Common stock issued in exchange for
employee services rendered and
related transaction costs 44,543 --
Recapitalization expense 1,513,727 --
Modification of warrants -- 270,060
Deferred income tax -- (70,945)
Changes in assets and liabilities:
(Increase) decrease

Accounts receivable 215,102 152,078
Prepaid expenses 94,923 (7,151)
Federal income tax receivable -- (86,309)
Inventory 6,856 --
Increase (decrease)

Accounts payable and accrued expenses (465,120) (195,660)
------------ ------------

Net cash used in operating activities (120,932) (275,749)

Cash flows from investing activities:
Purchase of property, equipment and software (9,753) (58,616)
------------ ------------
Net cash used in investing activities (9,753) (58,616)

Cash flows from financing activities:
Proceeds from capital lease obligation -- 29,888
Sale of common stock 23,857 --
Payments on notes payable (85,356) --
Payments on capital lease obligations (9,690) (5,146)
Proceeds from exercise of stock options -- 5,000
------------ ------------
Net cash used in financing activities (71,189) 29,742

Net decrease in cash and cash equivalents (201,874) (304,623)

Cash and cash equivalents at beginning of period 238,235 542,858
------------ ------------
Cash and cash equivalents at end of period $ 36,361 $ 238,235
============ ============

Supplemental disclosures of cash flow information
Income taxes paid $ -- $ --
============ ============
Interest paid $ 30,628 $ 30,410
============ ============

See accompanying summary of accounting policies
and notes to financial statements.

F-4

THE JACKSON RIVERS COMPANY
(formerly Diverse Networks, Inc.)
CONSOLIDATED STATEMENTS STOCKHOLDERS' DEFICIT
Years Ended December 31, 2005 and 2004

Preferred Series A Preferred Series B Common Paid In
Shares Stock Shares Stock Shares Stock Capital
----------- ----------- ----------- ----------- ----------- ----------- -----------

Balances at December
31, 2003 -- $ -- -- $ -- 5,000,000 $ 25,000 $ --

Modification of
employee options -- -- -- -- 5,000 5,000 --

Stock options exercised -- -- -- -- -- 270,060 --

Net loss
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balances at December
31, 2004 -- -- -- -- 5,005,000 300,060 --

Sale of common stock -- -- -- -- 24,700,000 247 116,010

Stock based
compensation -- -- -- -- -- -- 92,943

Recapitalization of
Diverse Networks,
Inc. 960,000 10 1,000,000 1,000 19,822,624 (299,812) 298,802

Net loss
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balances at December
31, 2005 960,000 $ 10 1,000,000 $ 1,000 49,527,624 $ 495 $ 507,755
=========== =========== =========== =========== =========== =========== ===========

Accumulated
Stock Earnings
Subscription (Deficit) Totals
------------ ------------ ------------
Balances at December
31, 2003 $ -- $ 535,235 $ 560,235

Modification of employee
options -- -- 5,000

Stock options exercised -- -- 270,060

Net loss (527,134) (527,134)
------------ ------------ ------------
Balances at December
31, 2004 -- 8,101 308,161

Sale of common stock (92,400) -- 23,857

Stock based compensation -- -- 92,943

Recapitalization of
Diverse Networks,
Inc. -- -- --

Net loss (1,750,382) (1,750,382)
------------ ------------ ------------
Balances at December
31, 2005 $ (92,400) $ (1,742,281) $ (1,325,421)
============ ============ ============

See accompanying summary of accounting policies
and notes to financial statements.

F-5

THE JACKSON RIVERS COMPANY (formerly
Diverse Networks, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company Operations

Diverse Networks, Inc. ("DNI") was formed in Texas in 1998 and provides
technical, operational, consulting and engineering services to various companies
with respect to wired and wireless communication networks. Such services include
design engineering, operational analysis, and outsourcing of service management.
Jackson Rivers is particularly oriented to services utilizing wireless
technologies for data transport.

On December 2, 2005, The Jackson Rivers Company ("Jackson Rivers" or "JRC"),
through its wholly-owned subsidiary, JKRC Sub, Inc., a Texas corporation
("JKRC"), acquired Diverse Networks, Inc. Pursuant to the Merger Agreement,
each share of DNI common stock was converted into the right to receive either
(I) $0.21 in the form of a one-year 8% promissory note, or (ii) one share of a
JRC Series B Preferred Stock, at the election of each DNI stockholder. The
transaction has been accounted for as a recapitalization effected through a
reverse merger, such that DNI will be treated as the "acquiring" company for
financial reporting purposes.

The consolidated financial statements include the accounts of the JRC and its
wholly-owned subsidiaries (collectively, the "Company"). Significant
intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Restatements

Restatements of 2005 were made. See Note 3.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposits and highly
liquid investments with original maturities of three months or less.

Allowance for Doubtful Accounts

Jackson Rivers analyzes current accounts receivable for collectibility based on
historical bad debt, customer credit-worthiness, the current business
environment and historical experience with the customer. The allowance for
doubtful accounts was $3,010 at December 31, 2005.

F-6

Revenue Recognition

Jackson Rivers recognizes revenue when persuasive evidence of an arrangement
exists, services have been rendered, the sales price is fixed or determinable,
and collectibility is reasonably assured.

Concentrations of Credit Risk

Jackson Rivers' cash and cash equivalents are temporarily invested in high
quality institutions. At times, such investments may be in excess of FDIC
insurance limits. Financial instruments that potentially subject Jackson Rivers
to credit risk also include trade accounts receivable.

Property and Equipment

Property and equipment are stated at acquisition cost and are depreciated on a
straight-line basis over their useful lives as follows:

Assets Life (Years)
------ ------------
Computer and Equipment 3 $ 462,360
Furniture and Fixtures 5-7 227,237
Leasehold Improvements 10 259,835

Less: Accumulated depreciation (723,947)
----------
Property and equipment, net $ 225,485
==========

Depreciation expense for 2005 and 2004 was $143,407 and $155,760, respectively.

Software

Software is stated at acquisition cost and amortized on a straight-line basis
over their useful lives as follows:

Assets Life (Years)
------ ------------
Software 3 $ 158,343
Less: Accumulated amortization (132,433)
----------
Software, net $ 25,910
==========

Amortization expense for 2005 and 2004 was $27,612 and $33,551, respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.

F-7

Basic and Diluted Income (Loss) Per Share

Basic and diluted income (loss) per share equals net income (loss) divided by
weighted average shares outstanding during the period. Diluted income (loss) per
share includes the impact of common stock equivalents using the treasury stock
method when the effect is dilutive. There were no dilutive common stock
equivalents during 2005 and 2004.

Stock Options

Jackson Rivers accounts for employee stock options under the recognition and
measurement principles of Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations (APB
25). In accordance with APB 25, compensation cost for stock options is
recognized in income based on the excess, if any, of the market price of the
stock at the grant date of the award or other measurement date over the amount
an employee must pay to acquire the stock. Generally, the exercise price for
stock options granted to employees equals or exceeds the fair market value of
Jackson Rivers' common stock at the date of grant, thereby resulting in no
recognition of compensation expense by Jackson Rivers.

The following table illustrates the effect on net loss and earnings per share if
Jackson Rivers had applied the fair value recognition provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," to stock-based compensation.

2005 2004
----------- -----------

Net loss, as reported $(1,750,382) $ (527,133)

Deduct: Total stock-based employee/director
compensation expense under the fair value
based method for all awards, net of
related tax effects (30,079) (56,813)
----------- -----------

Pro forma net loss $(1,780,461) $ (583,926)
=========== ===========

Loss per share basic and diluted - as
reported $ (0.53) N/A
Loss per share basic and diluted - pro
forma $ (0.54) N/A

Shares used in basic and diluted loss per share 3,278,100 N/A

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment,
(SFAS 123R). This statement replaces SFAS 123, supersedes APB 25, and amends
SFAS 95, Statement of Cash Flows. SFAS 123R requires companies to apply a
fair-value-based measurement method in accounting for shared-based payment
transactions with employees and to record compensation cost for all stock awards
granted after the required effective date and for awards modified, repurchased,
or cancelled after that date. The scope of SFAS 123R encompasses a wide range of
share-based compensation arrangements, including share options, restricted share
plans, performance-based awards, share appreciation rights, and employee share
purchase plans. SFAS 123R is effective for Jackson Rivers on January 1, 2006.
Jackson Rivers is currently evaluating the effect that SFAS 123R will have on
its financial position and results of operations.

F-8

2. GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As shown in the accompanying
financial statements during the year ended December 31, 2005 and 2004, Jackson
Rivers has incurred a loss of $1,500,382 and $527,133, respectively. In
addition, Jackson Rivers' current liabilities exceeded its current assets by
$1,322,051 as of December 31, 2005. These factors among others may indicate that
Jackson Rivers will be unable to continue as a going concern for a reasonable
period of time. The Company's existence is dependent upon management's ability
to develop profitable operations and resolve its liquidity problems. Management
anticipates Jackson Rivers will attain profitable status and improve its
liquidity through the continued developing, marketing and selling of its
products and additional equity investment in the Company. The accompanying
financial statements do not include any adjustments that might result should
Jackson Rivers be unable to continue as a going concern.

In order to improve Jackson Rivers' liquidity, Jackson Rivers is actively
pursuing additional equity financing through discussions with investment bankers
and private investors. There can be no assurance Jackson Rivers will be
successful in its effort to secure additional equity financing.

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

3. RESTATEMENT

The accompanying financial statements as of and for the year ended December 31,
2005 have been restated to reflect a $250,000 placement fee payable to a third
party in connection with the reverse merger of Diverse Networks, Inc. in
December 2005. The fee was recorded to recapitalization expense in the
statements of operations for the year ended December 31, 2005. We did not
previously account for this fee. The fee had the impact of increasing loss from
operations, net loss, current liabilities and accumulated deficit by $250,000.

4. ACQUISITION OF DIVERSE NETWORKS, INC.

On December 2, 2005, The Jackson Rivers Company, through its wholly-owned
subsidiary, JKRC Sub, Inc., a Texas corporation, acquired DNI. Pursuant to the
Merger Agreement, each share of DNI common stock was converted into the right to
receive either (I) $0.21 in the form of a one-year 8% promissory note, or (ii)
one share of a JRC Series B Preferred Stock, at the election of each DNI
stockholder. The transaction has been accounted for as a recapitalization
effected through a reverse merger, such that DNI will be treated as the
"acquiring" company for financial reporting purposes.

Each share of Series B stock will initially be convertible, starting December 1,
2007, into that number of JRC common stock obtained by multiplying the number of
shares to be converted by a fraction, the numerator of which is .5942795 and the
denominator equal to the "market price" of JRC common stock at the time of
conversion. The conversion rate is subject to adjustment.

JRC issued approximately $862,000 in promissory notes and 1 million shares of
Series B Preferred Stock to DNI stockholders. In addition, JRC assumed $228,000
of outstanding DNI debt in connection with the transaction.

Jackson Rivers expensed $401,727 of net liabilities assumed upon the
recapitalization and recorded the amount to recapitalization expense on the
statement of operations.

F-9

5. LEASE COMMITMENTS

Jackson Rivers leases office space under an operating lease that expires May
2010. Rent expense totaled $176,501 and $337,295 for 2005 and 2004,
respectively.

Jackson Rivers leases certain equipment under capital leases. The following is a
schedule by years of future minimum lease payments as of December 31, 2005

Years ending December 31,

2006 10,911
2007 4,845
------------
Total minimum lease payments 15,756
Less amount representing interest 704
------------
15,052
Less current installments of obligations
under capital leases 10,287
------------
Long-term obligation under capital leases,
with interest rate of 9.7% $ 4,765
============

Obligations under capital leases are collateralized by leased equipment.

Future minimum payments under capital and operating leases as of December 31,
2005 are as follows:

2006 $ 262,512
2007 262,512
2008 262,512
2009 262,512
2010 109,338
------------

$ 1,159,386
============

6. EMPLOYEE RETIREMENT PLAN

Jackson Rivers maintains a plan under which eligible employees may elect to
defer a portion of their annual compensation, up to a maximum of 50%, not to
exceed $16,000 for the year 2004 or later years as adjusted for cost of living
increases, pursuant to Section 401(k) of the Internal Revenue Code.
Substantially all employees are eligible to participate. Jackson Rivers matches
contributions on a discretionary basis as determined by the board of directors.
Employees are 100% vested in their portion of Jackson Rivers' contributions, if
any. Jackson Rivers contribution and expenses to the plan for the year ended
December 31, 2005 was $32,462.

7. NOTES PAYABLE

During the year ended December 31, 2005, Jackson Rivers borrowed $45,000 from a
vendor. The note is payable in twelve monthly installments and is due in full
September 2006. No interest is due.

During the year ended December 31, 2005, Jackson Rivers entered into an
agreement with a third party vendor to settle claims and amounts owing to the
vendor. Under the terms of the agreement, Jackson Rivers agreed to pay $15,000
in cash and issue a demand promissory note for $30,000, in satisfaction of
amounts due, bearing interest at 6% per annum. The note is payable in six
monthly installments and is due in full January 2006. The current balance of the
note is $10,000. The note was paid in full subsequent to year end.

F-10

During the year ended December 31, 2005, Jackson Rivers borrowed $85,000 from an
officer. The note is payable with accrued interest at 8% on or before July 13,
2006.

Pursuant to the acquisition of DNI, Jackson Rivers borrowed $862,000 from 12
individuals in December 2005. The notes bear interest at 8% per annum and are
payable in four equal quarterly installments of principal and interest. The
notes are due in full December 2006. The current balance of the notes is
$862,000.

Shareholder loans are uncollateralized and totaled $217,644 at December 31,
2005, including interest at 10%, due in February 2006. The notes were paid in
full subsequent to year end.

8. INCOME TAXES

Jackson Rivers uses the liability method, where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. During fiscal 2005 and 2004,
Jackson Rivers incurred net losses and, therefore, has no tax liability. The net
deferred tax asset generated by the loss carry-forward has been fully reserved.
The cumulative net operating loss carry-forward is approximately $1.5 million at
December 31, 2005, and will expire beginning in the year 2025.

The following table presents the principal reasons for the difference between
the Company's effective tax rates and the United States federal statutory income
tax rate of 35% for 2005 and 2004:

2005 2004
------------ ------------

Federal income tax benefit at statutory rate $ (595,130) $ (205,464)
Non-deductible expense -- 96,839
Adjustments 436,313 48,719
------------ ------------
Income tax benefit $ (158,817) $ (59,906)
============ ============

Effective income tax rate 9.6% 10.2%
============ ============

9. CAPITAL STOCK

Jackson Rivers has authorized 990,000,000 shares of common stock, with a par
value $0.00001 per share. During the period ended December 31, 2005, Jackson
Rivers issued 8,100,000 shares of common stock to consultants for services.
Valuation of common stock issued for services was based upon the value of the
services rendered, which did not differ materially from the fair value of
Jackson Rivers' common stock during the period the services were rendered.
Jackson Rivers issued 16,600,000 shares of common stock, valued at $143,400, to
officers and employees for stock options exercised. Jackson Rivers received
$23,847 in connection with common shares issued to employees for common stock
subscribed and stock options exercised, net of costs and fees.

Compensation and related transaction costs of $92,943 were charged to operations
during 2005.

F-11

Jackson Rivers has designated 10,000,000 shares of its preferred stock as the
Series A Preferred Stock. Each share of the Series A Preferred Stock is
convertible into 1,000 shares of Jackson Rivers' common stock. On all matters
submitted to a vote of Jackson Rivers' security holders, a holder of the Series
A Preferred Stock is entitled to the number of votes equal to the number of
shares of the Series A Preferred Stock held by such holder multiplied by 2,000.
Upon the dissolution, liquidation or winding up of the Company, whether
voluntary or involuntary, the holders of the then outstanding shares of Series A
Preferred Stock shall be entitled to receive out of the assets of the Company
the sum of $0.001 per share (the "Liquidation Rate") before any payment or
distribution shall be made on the common stock, or any other class of capital
stock of Jackson Rivers ranking junior to the Series A Preferred Stock. As of
December 31, 2005 Jackson Rivers has 960,000 shares of Series A Preferred Stock
issued and outstanding.

Jackson Rivers has designated 10,000,000 shares of its preferred stock as the
Series B Preferred Stock. Each share of the Series B Preferred Stock is
convertible into shares of Jackson Rivers' common stock at 80 percent of the
OTCBB, (or such other exchange or market on which the Common Stock is then
listed, if the Common Stock is not listed on the OTCBB) five-day average closing
bid price for each share of the common stock for the five days prior to the date
of the conversion. Upon the dissolution, liquidation or winding up of the
Company, whether voluntary or involuntary, the holders of the then outstanding
shares of Series B Preferred Stock shall be entitled to receive out of the
assets of the Company the sum of $0.001 per share (the "Liquidation Rate")
before any payment or distribution shall be made on the common stock, or any
other class of capital stock of Jackson Rivers ranking junior to the Series B
Preferred Stock. On December 31, 2005 the total authorized shares of the Series
B Preferred Stock was reduced to 8,413,607 shares. As of December 31, 2005
Jackson Rivers has 1,000,000 shares of Series B preferred stock issued and
outstanding.

Jackson Rivers evaluated the application of Statement of Financial Accounting
Standard ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities" and Emerging Issues Task Force ("EITF") 00-19, "Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock" for the Series A and Series B Preferred Stock. Based on the
guidance of SFAS No. 133 and EITF 00-19, Jackson Rivers concluded that these
instruments were not required to be accounted for as derivatives.

10. STOCK OPTIONS

Jackson Rivers has stock option plans, which provide for the granting of
qualified and nonqualified options to employees of Jackson Rivers. A maximum of
5,000,000 shares of common stock may be issued under the plans. The option
price, number of shares, vesting schedule, holding period or other restrictions
and grant dates are determined at the discretion of a committee appointed by
Jackson Rivers' board of directors. Options granted under the plans are
exercisable for a period not to exceed ten years from the option grant date.

A summary of option transactions during the year ended December 31, 2005 and
2004, respectively, is shown below:

2005 2004
---------------------------- -----------------------------
Weighted- Weighted-
Average Average
Number Exercise Number Exercise
of Shares Price of Shares Price
------------ ------------ ------------ ------------

Outstanding at January 1 3,885,552 0.3118 4,174,457 0.3185
Granted 120,000 0.2000 14,000 1.0000
Exercised -- -- (5,000) 0.5000
Canceled (288,148) 0.4484 (297,905) 0.4547
------------ ------------

Outstanding at December 31 3,717,404 0.2976 3,885,552 0.3118
============ ============

Exercisable at December 31 3,490,696 3,615,751
============ ============

F-12

A summary of options outstanding as of December 31, 2005 is shown below:

Weighted-Average
Remaining
Contractual Life Number of
Exercise Number of Shares of Shares Shares
Price Outstanding Outstanding Exercisable
-------- ---------------- ---------------- -----------
$ 0.01 1,980,811 3.4 years 1,980,811
$ 0.20 120,000 9.5 years -
$ 0.50 1,108,289 5.0 years 1,013,785
$ 1.00 508,304 5.4 years 496,100
--------- ---------
3,717,404 3,490,696
========= =========

The weighted-average estimated fair value of stock options granted during 2005
and 2004 was $0.20 and $0.20 per share, respectively. These amounts were
determined using the Black-Scholes option-pricing model, which values options
based on the stock price at the grant date, the expected life of the option, the
estimated volatility of the stock, the expected dividend payments, and the
risk-free interest rate over the expected life of the option. The assumptions
used in the Black-Scholes model were as follows for stock options granted in
2005 and 2004:

Risk-free interest rate 1.66%-3.94%
Expected life (years) 10
Expected dividends None
Expected volatility 137%

The Black-Scholes option valuation model was developed for estimating the fair
value of traded options that have no vesting restrictions and are fully
transferable. Because option valuation models require the use of subjective
assumptions, changes in these assumptions can materially affect the fair value
of the options, and Jackson Rivers' options do not have the characteristics of
traded options, the option valuation models do not necessarily provide a
reliable measure of the fair value of its options.

The terms of awards issued to employees state that awards are forfeited upon
termination of employment with Jackson Rivers. In October 2004, Jackson Rivers
modified the terms of certain awards issued to former employee in connection
with their termination, such that the awards continue after termination of
employment. The awards were fully vested at the time of modification. As a
result of this modification, Jackson Rivers recorded expense totaling $270,060
in fiscal 2004, representing the fair value of the options on the date of
modification.

11. MAJOR CUSTOMERS

During 2005, Jackson Rivers had two major customers, sales to which represent
approximately 89% of Jackson Rivers' revenues. During 2004, Jackson Rivers had 4
major customers, sales to which represent approximately 86% of Jackson Rivers'
revenues.

12. SUBSEQUENT EVENTS

On January 2, 2006, Jackson Rivers issued an unsecured convertible note totaling
$250,000 to purchase shares of our common stock (the "Convertible Note"). The
Convertible Note has a 1 year term and bears interest at six percent (6%). The
Convertible Note is convertible into our common stock pursuant to a "variable
conversion price" equal to 80% of market, as defined.

On March 17, 2006 Jackson Rivers sold its wholly-owned subsidiary, JRC Global,
Inc. to the former CEO of The Jackson Rivers Company. Jackson Rivers received a
note for $1,100 for its one share of JRC Global, Inc. The value of the note
approximated the book value of the net assets sold, such that no significant
gain/loss was recorded on the sale

F-13

On March 31, 2006, Jackson Rivers executed a Securities Purchase Agreement with
certain accredited investors pursuant to which they agreed to issue up to
$2,000,000 of principal amount of convertible promissory notes in three separate
tranches and warrants to purchase shares of our common stock (the "Securities
Purchase Agreement"). The tranches of notes are to be issued and sold as
follows: (i) $700,000 upon execution and delivery of the Securities Purchase
Agreement (issued March 31, 2006); (ii) $600,000 within 5 days of filing of a
registration statement with the Securities and Exchange Commission (the "SEC")
registering the shares of common stock issuable upon conversion of the notes and
exercise of the warrants issued pursuant to the Securities Purchase Agreement
(the "Registration Statement") and (iii) $700,000 within 5 days of the
Registration Statement being declared effective by the SEC The convertible notes
have a 3 year term and bear interest at six percent (6%). The notes are
convertible into our common stock pursuant to a "variable conversion price"
equal to the "Applicable Percentage" multiplied by the "Market Price.'
"Applicable Percentage" is initially 50% provided, that, such percentage will be
increased to 55% if the Registration Statement is filed on or before April 30,
2006 and further increased to 60% if the Registration Statement is declared
effective by the SEC on or before July 29, 2006. "Market Price" means the
average of the lowest three trading prices (as defined) for our common stock
during the 20 trading day period prior to conversion. Upon an event of default
(as defined), the notes are immediately due and payable at an amount equal to
the greater of (i) 140% of the then outstanding principal amount of notes plus
interest and (ii) the "parity value" defined as (a) the highest number of shares
of common stock issuable upon conversion of the notes multiplied by (b) the
highest closing price for our common stock during the period beginning on the
date of the occurrence of the event of default and ending one day prior to the
demand for prepayment due to the event of default. The notes are secured by a
first lien on all of our assets, including all of our intellectual property.

Subject to certain terms and conditions set forth therein, the notes are
redeemable by us at a rate of between 120% to 140% of the outstanding principal
amount of the notes plus interest. In addition, so long as the average daily
price of our common stock is below the "initial market price" (as defined)
Jackson Rivers may prepay a such monthly portion due on the outstanding notes
and the investors agree that no conversions will take place during such month
where this option is exercised by us.

The notes were issued with warrants to purchase up to 50,000,000 shares of our
common stock at an exercise price of $0.07 per share, subject to adjustment.

In connection with the offer and sale of the notes and the warrants, Jackson
Rivers engaged Envision Capital LLC, as a finder for the transaction. Envision
will receive a ten percent (10%) cash commission on the sale of the notes and
warrants to purchase up to 5,000,000 shares of our common stock on the same
terms and conditions as the warrants issued to purchasers under the Securities
Purchase Agreement.

F-14

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

In October 2005, we dismissed Russell Bedford Stefanou Mirchandani LLP as
our independent accountants, and we engaged Malone & Bailey, PC as our
independent acccountants.

The reports of Russell Bedford Stefanou Mirchandani on our financial statements
for the fiscal years ended December 31, 2003 and 2004 did not contain an adverse
opinion or a disclaimer of opinion, nor were such reports qualified or modified
as to uncertainty, audit scope or accounting principles, except that the
accountant's reports of Russell Bedford Stefanou Mirchandani on our financial
statements as of and for the year ended December 31, 2004 stated that we were
experiencing difficulty in generating sufficient cash flow to meet our
obligations and sustain its operations, which raises substantial doubt about our
ability to continue as a going concern.

The decision to change accountants from Russell Bedford Stefanou
Mirchandani to Malone & Bailey, PC was approved by our board of directors.

During our fiscal years ended December 31, 2003 and 2004 and the
subsequent interim period through October 21, 2005, the date of the dismissal of
Russell Bedford Stefanou Mirchandani, we did not have any disagreement with
Russell Bedford Stefanou Mirchandani on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.

During that time, there were no "reportable events" as set forth in Item
304(a)(1)(i-v) of Regulation S-B adopted by the Securities and Exchange
Commission, except that the accountant's reports of Russell Bedford Stefanou
Mirchandani on our financial statements as of and for the year ended December
31, 2004 stated that we were experiencing difficulty in generating sufficient
cash flow to meet our obligations and sustain its operations, which raises
substantial doubt about our ability to continue as a going concern.

We have provided Russell Bedford Stefanou Mirchandani with a copy of our
Current Report on Form 8-K disclosing this event prior to its filing with the
Commission. Russell Bedford Stefanou Mirchandani has provided a letter to us,
dated November 4, 2005 and addressed to the Commission, which was attached as
Exhibit 16.1 to our Current Report on Form 8-K disclosing this event which is
incorporated herein by reference.

We engaged Malone & Bailey, PC in October 2005. We had not consulted
Malone & Bailey, PC regarding any of the matters specified in Item 304(a)(2) of
Regulation S-B. The decision to change accountants from Russell Bedford Stefanou
Mirchandani to Malone & Bailey, PC was approved by our board of directors.

Item 8A. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in its Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure based closely on the definition of "disclosure controls and
procedures" in Rule 13a-15(e). In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

At the end of the period covered by this Annual Report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon the foregoing, our Chief Executive Officer and Chief
Financial Officer concluded that, as of December 31, 2005, the disclosure
controls and procedures of the Company were not as effective to ensure that the
information required to be disclosed in the Company's Exchange Act reports was
recorded, processed, summarized and reported on a timely basis.

In connection with the completion of its audit of, and the issuance of its
report on the financial statements of the Company for the year ended December
31, 2005, Malone & Bailey, PC identified deficiencies in our internal controls
related to depreciation, amortization and the recapitalization of the Company.
The adjustments relating to these items were detected in the audit process and
have been appropriately recorded and disclosed in this Form 10-KSB. We are in
the process of improving our internal controls in an effort to remediate these
deficiencies. Additional effort is needed to fully remedy these deficiencies and
we are continuing our efforts to improve and strengthen our control processes
and procedures. Our management and directors will continue to work with our
auditor and other outside advisors to ensure that our controls and procedures
are adequate and effective.

There were no changes in internal controls over financial reporting that
occurred during the fiscal quarter ended December 31, 2005, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

Item 8B. Other Information.

None.

PART III

Item 9. Directors, Executive Officers, Promoters And Control Persons; Compliance
With Section 16(A) Of The Exchange Act

Executive Officer and Directors

Our executive officers and directors, the positions held by them, and
their ages are as follows:

Name Age Position
---- --- --------
Jeffrey W. Flannery 49 Director, Chief Executive Officer

James E. Nelson 64 Director, President

--------------------------------------------------------------------------------

Jeffrey W. Flannery has been a director of The Jackson Rivers Company and its
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; (ii)
Chief Executive Officer and Chief Financial Officer of Centrex, Inc., a company
which is commercializing a patented technology for biochemical detection systems
and (iii) Chief Executive Officer and President of Safe Travel Care, Inc, a
company which manufactures, markets and sells mobile utility systems for
emergency power generealation. 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.

James E. Nelson has been a director of The Jackson Rivers Company and its
President, and Chief Operating Officer since December 1, 2005. Mr. Nelson has
served as the Chief Executive Officer, President, and a founder of Diverse
Networks, Inc. in Houston Texas since 1998. Jim brings over 40 years of
experience in engineering design, business operations, and technology consulting
and senior level management to the company. Jim has many years experience both
in the industrial automation industry and in the design, deployment, and
commercialization of wireless data communication networks. Early in his career,
Jim was involved in design and deployment of some of the world's largest
pipeline SCADA projects such as ExxonMobil system, Shell system, Trans-Alaska
Pipeline, and Louisiana Offshore Oil Port (LOOP). Jim has an extensive knowledge
base of all types of wireless data communication technologies as applicable for
both fixed and mobile applications. Before founding Diverse Networks in 1998 he
was the Vice President of Network Engineering and Operations at Metricom,
Inc.and as such had senior management responsibility for the deployment and
ongoing operations of Metricom's wireless Internet product called Ricochet. Jim
serves on the Advisory Board of the Houston InfoComm Technology (HIT) Center and
has previously served as an Advisor to the University Of Houston College Of
Engineering and on the Industry Advisory Council of the Department of
Engineering Technology & Industrial Distribution at Texas A&M University. He is
the founder and Director of To His Honor Ministries, a non-profit, Houston based
sponsor of youth basketball teams and the Vice Chairman of the Gulf District AAU
Boys Basketball program. Jim has a Bachelor of Science degree in Electrical
Engineering from Texas A&M University, a Masters of Communication Technology
certification from the American Institute, and for almost 40 years was a
Registered Professional Engineer in the State of Texas.

Audit Committee

We do not have an audit committee at this time.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The code of ethics is
designed to deter wrongdoing and to promote:

o Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;

o Full, fair, accurate, timely, and understandable disclosure in reports and
documents that we file with, or submits to, the SEC and in other public
communications made by us;

o Compliance with applicable governmental laws, rules and regulations;

o The prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code; and

o Accountability for adherence to the code.

A copy of our code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions was attached as an exhibit
to our Annual Report for the year ended December 31, 2003, filed with the
Commission on April 14, 2004. We have posted a copy of the code of ethics on our
website at www.jacksonrivers.com.

We will provide to any person without charge, upon request, a copy of our code
of ethics. Any such request should be directed to our corporate secretary at 550
Greens Parkway, Suite 230, Houston, Texas 77067, telephone number (619)
615-4242.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, executive officers, and stockholders holding more than 10% of our
outstanding common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in beneficial ownership of
our common stock. Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review of the
copies of such reports furnished to us for the period ended December 31, 2005,
no Section 16(a) reports required to be filed by our executive officers,
directors and greater-than-10% stockholders were filed on a timely basis.

Item 10. Executive Compensation

The following table sets forth the cash compensation paid to the Chief
Executive Officer and to all other executive officers for services rendered
during the fiscal years ended December 31, 2005 and 2004.

Annual Compensation Long-Term Compensation
Common Shares
Underlying All
Restricted Options Other
Other Annual Stock Granted Compen
Name and Position Year Salary Bonus Compensation Awards ($) (# Shares) -sation

Jeffrey W. Flannery 2005 -0- -0- -0- -0- ------ -0-
Chief Executive Officer 2004 -0- -0- -0- -0- ------ -0-
and Director
As of August 31, 2005

James E. Nelson 2005 -0- -0- -0- -0- ------ -0-
President and Director 2004 -0- -0- -0- -0- ------ -0-
As of December 1, 2005

Dennis N. Lauzon 2005 -0- -0- -0- -0- ------
Former President 2004 -0- -0- -0- -0- ------ -0-
and Director
Resigned August 31, 2005

Nicholas Cortese 2005 -0- -0- -0- -0- ------ -0-
Former Director 2004 -0- -0- -0- -0- ------ -0-
Resigned August 31, 2005

Option Grants and Exercises

There were no option grants or exercises by any of the executive officers
named in the Summary Compensation Table above.

Employment Agreements

As of the year ended December 31, 2005, Mr. Nelson has an employment
agreement, effective December 1, 2005 (the "Employment Agreement") which
provides for a three-year term expiring on December 31, 2008 and an annual
salary of $120,000 through year end 2006, increasing to $126,000 for fiscal year
2007 and $132,300 for fiscal year 2008. The agreement also provides for medical
benefits and grants of 2,000,000 options at an exercise price of $.015 per
share. Such options will vest over a 3 year period with 50% vesting on December
1, 2006, an additional 25% vesting on the December 1, 2007 and the final 25% on
December 1, 2008. To the extent that Mr. Nelson is terminated for a reason other
than "cause" or if there is a "change of control", Mr. Nelson is entitled to a
lump sum payment equal to 2 years' worth of salary/bonus and the continuation of
health benefits for a period of 3 years. We do not have employment agreements
with any of our other executive officers.

Compensation of Directors

All directors receive reimbursement for reasonable out-of-pocket expenses
in attending board of directors meetings and for promoting our business. From
time to time we may engage certain members of the board of directors to perform
services on our behalf. In such cases, we compensate the members for their
services at rates no more favorable than could be obtained from unaffiliated
parties.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information regarding the
beneficial ownership of our common stock as of March 31, 2006 by the following
persons:

o each person who is known to be the beneficial owner of more than
five percent (5%) of our issued and outstanding shares of common
stock;
o each of our directors and executive officers; and
o all of our directors and executive officers as a group.

The following table assumes that there are 144,777,624 common shares
issued and outstanding immediately before this offering. Except as set forth in
the footnotes to the table, the persons names in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to community property laws where applicable.
A person is considered the beneficial owner of any securities as of a given date
that can be acquired within 60 days of such date through the exercise of any
option, warrant or right. Shares of common stock subject to options, warrants or
rights which are currently exercisable or exercisable within 60 days are
considered outstanding for computing the ownership percentage of the person
holding such options, warrants or rights, but are not considered outstanding for
computing the ownership percentage of any other person.

Number Of Shares
Name And Address (1) Beneficially Owned Percentage Owned
-------------------- ------------------ ----------------

Jeffrey W. Flannery 48,000,000(2) 33.15%
James E. Nelson. 48,000,000(2) 33.15%
All directors and officers 96,000,000 39.87%
as a group (2 persons)
--------------
* Less than 1% of the outstanding shares of common stock.

(1) Unless otherwise noted, the address for each person is 550 Greens Parkway,
Suite 230, Houston, Texas 77067.

(2) Includes 480,000 shares of Series A Preferred Stock, each share of which
is convertible into 100 shares of our common stock.

Item 12. Certain Relationships and Related Transactions.

On December 1, 2005, in connection with the consummation of acquisition of
all of the outstanding stock of Diverse Networks, Inc., we entered into a stock
purchase agreement with Jeffrey W. Flannery, our Chief Executive Officer (and
former President), and then controlling stockholder and James E. Nelson, our new
President and Chief Operating Officer, whereby Mr. Flannery agreed to sell
480,000 shares of our Series A Preferred Stock held by him to Mr. Nelson for a
purchase price of $150,000 in the form of a secured promissory note in the
principal amount of $150,000, accruing interest at 8% and payable in full on or
before November 30, 2007. The note is secured by a Pledge Agreement, whereby Mr.
Nelson pledged, and granted a security interest in and to, the Series A
Preferred Stock purchased from Mr. Flannery until such time as the payments due
under the note have been paid in full. Mr. Flannery continues to hold 480,000
shares of Series A Preferred Stock.

On August 31, 2005, we entered into a stock purchase agreement with
Jeffrey W. Flannery, new current 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, which note has
been paid in full as of November 2005.

In August 2005, we borrowed $85,000 from Jeffrey W. Flannery pursuant to
which we issued Mr. Flannery an 8% promissory note payable on or before July 13,
2006.

In June 2004, a former majority shareholder sold 10,000,000 shares of
common stock to twelve investors in a private sale. As part of the sale
agreement, the former majority shareholder agreed to forgive the service and
facility costs accrued from inception, and to accept consulting fees of $16,892
for services provided through the date of the sale.

From August 1, 2003 through March 31, 2006, we had a Consulting Services
Agreement with Radel Marketing Corporation, a company owned and controlled by
Mr. Lauzon, who was our officer and director until August 31, 2005. Pursuant to
the agreement we paid Radel Marketing the sum of $0 in 2005 and $545,500 in
2004, which includes payment for services and miscellaneous expenses incurred
while transacting business for The Jackson Rivers Company. Under the agreement
with Radel, which is dated August 1, 2004, Radel is to provide us various
services which include: business solutions; business validation; contract
negotiations; and public relations. We were obligated to pay Radel $8,000 weekly
commencing on September 24, 2004. The agreement was renewed on January 1, 2004,
to continue working with Radel Marketing to assist in building our business and
bring potential opportunities to fruition. The agreement was modified to pay
$4,000 weekly beginning October, 2004.

Item 13. Exhibits.

Exhibit No. Description
----------- -----------

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* Articles of Amendment to the Articles of Incorporation, filed
effective August 3, 2004.

3.3* Certificate of Designation for the Series A Preferred Stock, filed
effective October 18, 2004.

3.4* Certificate of Designation for the Series B Preferred Stock, filed
effective November __,2005.

3.5* Articles of Amendment to the Articles of Incorporation, filed
effective November 22, 2004.

3.6* Articles of Amendment to the Articles of Incorporation, filed
effective January 31, 2005

3.7* Bylaws (incorporated by reference to Exhibit 3(ii) filed with Form
SB-2 October 4, 2001).

3.8* Amended and Restated Bylaws.

10.1* Consulting Services Agreement dated August 1, 2003.

10.2* Technology License Agreement

10.3* Stock Purchase Agreement dated as of August 31, 2005 by and among
The Jackson Rivers Company, Dennis Lauzon and Jeffrey Flannery.

10.4* Agreement and Plan of Merger dated December 1, 2005 by and among the
Jackson Rivers Company, JKRC Sub, Inc., Diverse Networks, Inc. and
the shareholders of Diverse Networks, Inc.

10.5* Stock Purchase Agreement dated as of December 1, 2005 by and between
Jeffrey W. Flannery, James E. Nelson and The Jackson Rivers Company.

10.6*. Employment Agreement dated as of December 1, 2005 between James E.
Nelson and The Jackson Rivers Company

10.7* Securities Purchase Agreement dated as of March 31, 2006 by and
among The Jackson Rivers Company and the Purchaser set forth
therein.

10.8* Form of Callable Secured Promissory Note dated March 31, 2006.

10.9* Security Agreement dated as of March 31, 2006.

10.10* Registration Rights Agreement dated as of March 31, 2006.

10.11* Intellectual Property Security Agreement dated as of March 31,
2006.

10.12* Form of Stock Purchase Warrant dated March 31, 2006.

10.13* Convertible Promissory Note dated as of January 2, 2006.

10.14* Convertible Promissory Note dated as of March 12, 2006.

14* Code of Ethics.

21* Subsidiaries.

23.1** Consent of Malone & Bailey, PC

31.1** Certification of Jeffrey W. Flannery, Chief Executive Officer,
Chief Financial Officer and Director 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 Jeffrey W. Flannery, Chief Executive Officer,
Chief Financial Officer and Director 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.

----------
* Previously Filed
** Filed Herewith

Item 14. Principal Accountant Fees and Services.

Appointment of Auditors

Our Board of Directors selected Malone & Bailey, PC, independent
accountants, as our auditors for the year ended December 31, 2005.

Audit Fees

Malone & Bailey, PC, billed us $36,139 in fees for our annual audit for
the year ended December 31, 2005, and $12,161 in fees for the review of our
quarterly financial statements for that year.

Russell Bedford Stefanou Mirchandani LLP billed us $8,500 in fees for the
review of our quarterly financial statements for the year ended December 31,
2005.

Russell Bedford Stefanou Mirchandani LLP billed us $43,300 in fees for our
annual audit for the year ended December 31, 2004 and for the review of our
quarterly financial statements for that year.

Audit-Related Fees

Malone & Bailey, PC, billed us $0 for assurance and related services in
2005 and are not reported under Audit Fees above.

We did not pay any fees to Mantyla Russell Bedford Stefanou Mirchandani
LLP for assurance and related services that are not reported under Audit Fees
above in 2004.

Tax and All Other Fees

We did not pay any fees to Malone & Bailey, PC for tax compliance, tax
advice, tax planning or other work during our fiscal year ending December 31,
2005.

We did not pay any fees to Russell Bedford Stefanou Mirchandani LLP for
tax compliance, tax advice, tax planning or other work during our fiscal years
ending December 31, 2005 and 2004.

Pre-Approval Policies and Procedures

We have implemented pre-approval policies and procedures related to the
provision of audit and non-audit services. Under these procedures, our board of
directors pre-approves all services to be provided by Malone & Bailey, P.C. and
the estimated fees related to these services.

With respect to the audit of our financial statements as of December 31,
2005 and for the year then ended, none of the hours expended on Malone & Bailey
PC's engagement to audit those financial statements were attributed to work by
persons other than Malone & Bailey PC's full-time, permanent employees.

With respect to the review of our quarterly financial statements for the
year ended December 31, 2005, none of the hours expended on Bedford Stefanou
Mirchandani LLP's engagement to review those financial statements were
attributed to work by persons other than Mantyla Bedford Stefanou Mirchandani
LLP's full-time, permanent employees.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

THE JACKSON RIVERS COMPANY

By:/s/ Jeffrey W. Flannery
---------------------------
Jeffrey W. Flannery
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated.

Signatures Title Date
--------------------------------------------------------------------------------

/s/ Jeffrey W. Flannery Chief Executive Officer, Chief May 26, 2006
----------------------- Financial Officer, Secretary,
Jeffrey W. Flannery Treasurer, Director

/s/James E. Nelson President, Chief Operating May 26, 2006
----------------------- Officer, Director
James E. Nelson