UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 14, 2005
The Jackson Rivers Company
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 333-70932 65-1102865
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
402 West Broadway, Suite 400, San Diego, California 92101
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 615-4242
None
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Not applicable.
Item 1.02 Termination of a Material Definitive Agreement.
Not applicable.
Item 1.03 Bankruptcy or Receivership.
Not applicable.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable.
Item 2.02 Results of Operations and Financial Condition.
Not applicable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Not applicable.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
Not applicable.
Item 2.05 Costs Associated with Exit or Disposal Activities.
Not applicable.
Item 2.06 Material Impairments.
Not applicable.
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard: Transfer of Listing.
Not applicable.
Item 3.02 Unregistered Sales of Equity Securities.
Not applicable.
Item 3.03 Material Modification to Rights of Security Holders.
Not applicable.
2
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On October 21, 2005, we dismissed Russell Bedford Stefanou Mirchandani
LLP as our independent accountants.
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 this
report 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 is attached hereto as Exhibit 16.1 and is hereby
incorporated herein by reference.
(b) We engaged Malone & Bailey, PC on October 14, 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Not applicable.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Not applicable.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Not applicable.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
Not applicable.
3
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
Not applicable.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Not applicable.
Section 6 - [Reserved]
Not applicable.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
Not applicable.
Section 8 - Other Events
Item 8.01 Other Events.
Not applicable.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
16.1 Letter on change in certifying accountant.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE JACKSON RIVERS COMPANY
Date: November 4, 2005 By: /s/ Jeffrey W. Flannery
-----------------------
Jeffrey W. Flannery, President,
Chief Executive Officer, Chief
Financial Officer, Treasurer and Secretary
5