Edgar Filing: JACKSON RIVERS CO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]

FILED BY PARTY OTHER THAN THE REGISTRANT [_]

CHECK THE APPROPRIATE BOX:

[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement

THE JACKSON RIVERS COMPANY
(Name of Registrant as specified in its charter)

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[X] No fee required.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange act rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by exchange act rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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THE JACKSON RIVERS COMPANY
402 WEST BROADWAY, SUITE 400
SAN DIEGO, CALIFORNIA 92101
TELEPHONE (619) 615-4242

July 5, 2005

To Our Stockholders:

The purpose of this information statement is to inform the holders of
record of shares of our common and preferred stock as of the close of business
on the record date, May 31, 2005 that our board of directors has recommended,
and that the holder of the majority of votes of our stock intends to vote on
July 25, 2005 to approve an amendment to our articles of incorporation to
increase the authorized number of shares of our common stock from 10,000,000 to
990,000,000.

On May 31, 2005, we had 8,177,624 shares of our common stock issued and
outstanding and 960,000 shares of our Series A preferred stock issued and
outstanding. Each share of our common stock is entitled to one vote on all
matters brought before the stockholders and each share of our Series A preferred
stock outstanding entitles the holder to 2,000 votes of the common stock on all
matters brought before our stockholders. We have a consenting stockholder,
Dennis N. Lauzon, our president, chief executive officer and director, who holds
40,036 shares of our common stock and 960,000 shares of our Series A preferred
stock. Therefore, Mr. Lauzon will have the power to vote 1,920,040,036 shares
of the common stock, which number exceeds the majority of the 8,177,624 issued
and outstanding shares of our common stock on the record date.

Mr. Lauzon will vote to approve the amendment to our articles of
incorporation. Mr. Lauzon will have the power to pass the proposed amendment to
our articles of incorporation without the concurrence of any of our other
stockholders.

WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

We appreciate your continued interest in The Jackson Rivers Company.

Very truly yours,

/s/ Dennis N. Lauzon

Dennis N. Lauzon
President, Chief Executive Officer and Director

THE JACKSON RIVERS COMPANY
402 WEST BROADWAY, SUITE 400
SAN DIEGO, CALIFORNIA 92101
TELEPHONE (619) 615-4242

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.

This information statement will be sent on or about July 5, 2005 to our
stockholders of record who do not sign the majority written consent described
herein.

VOTING SECURITIES

In accordance with our bylaws, our board of directors has fixed the close
of business on May 31, 2005 as the record date for determining the stockholders
entitled to notice of the above noted action. The approval of the amendment to
our articles of incorporation to increase the number of our common shares
requires a majority of the votes entitled to be cast on the matter within a
separate voting group of stockholders once a quorum is present and voting. The
quorum necessary to conduct business of the stockholders consists of one-third
of the total shares issued and outstanding as of the record date.

DISTRIBUTION AND COSTS

We will pay all costs associated with the distribution of this information
statement, including the costs of printing and mailing. In addition, we will
only deliver one information statement to multiple security holders sharing an
address, unless we have received contrary instructions from one or more of the
security holders. Also, we will promptly deliver a separate copy of this
information statement and future stockholder communication documents to any
security holder at a shared address to which a single copy of this information
statement was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any security holder or holders
sharing an address to which multiple copies are now delivered, upon written
request to us at our address noted above.

Security holders may also address future requests regarding delivery of
information statements and/or annual reports by contacting us at the address
noted above.

DISSENTERS' RIGHT OF APPRAISAL

No action will be taken in connection with the proposed corporate actions
by our board of directors or the voting stockholders for which Florida law, our
articles of incorporation or bylaws provide a right of a stockholder to dissent
and obtain appraisal of or payment for such stockholder's shares.

AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF OUR AUTHORIZED COMMON SHARES

The board of directors has determined that it is advisable to increase our
authorized common stock and has adopted, subject to stockholder approval, an
amendment to our articles of incorporation to increase the number of our
authorized common shares from 10,000,000 to 990,000,000, par value $0.00001 per
share. A copy of the proposed resolution amending our articles of incorporation
is contained in Attachment A to this information statement.
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Authorizing an additional 980,000,000 shares of common stock would give our
board of directors the express authority, without further action of the
stockholders, to issue common stock from time to time as the board deems
necessary. The board of directors believes it is necessary to have the ability
to issue such additional shares of common stock for general corporate purposes.
Potential uses of the additional authorized shares may include equity
financings, issuance of options, acquisition transactions, stock dividends or
distributions, without further action by the stockholders, unless such action
were specifically required by applicable law or rules of any stock exchange or
similar system on which our securities may then be listed.

The following is a summary of the material matters relating to our common
stock.

Presently, the holders of our common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of our
stockholders, including the election of directors. Our common stockholders do
not have cumulative voting rights. Subject to preferences that may be
applicable to any then outstanding series of our preferred stock, holders of our
common stock are entitled to receive ratably such dividends, if any, as may be
declared by our board of directors out of legally available funds. In the event
of the liquidation, dissolution, or winding up of The Jackson Rivers Company,
the holders of our common stock will be entitled to share ratably in the net
assets legally available for distribution to our stockholders after the payment
of all our debts and other liabilities, subject to the prior rights of any
series of our preferred stock then outstanding.

The holders of our common stock have no preemptive or conversion rights or
other subscription rights and there are no redemption or sinking fund provisions
applicable to our common stock. The amendment would not alter or modify any
preemptive right of holders of our common stock to acquire our shares, which is
denied, or effect any change in our common stock, other than the number of
authorized shares.

The issuance of additional shares to certain persons allied with our
management could have the effect of making it more difficult to remove our
current management by diluting the stock ownership or voting rights of persons
seeking to cause such removal. In addition, an issuance of additional shares by
us could have an effect on the potential realizable value of a stockholder's
investment.

In the absence of a proportionate increase in our earnings and book value,
an increase in the aggregate number of our outstanding shares caused by the
issuance of the additional shares will dilute the earnings per share and book
value per share of all outstanding shares of our common stock. If such factors
were reflected in the price per share of common stock, the potential realizable
value of a stockholder's investment could be adversely affected.

The additional common stock to be authorized by adoption of the amendment
would have rights identical to our currently outstanding common stock. Adoption
of the proposed amendment and issuance of the common stock would not affect the
rights of the holders of our currently outstanding common stock, except for
effects incidental to increasing the number of outstanding shares of our common
stock, such as dilution of the earnings per share and voting rights of current
holders of common stock. If the amendment is adopted, it will become effective
upon filing of a certificate of amendment of our articles of incorporation with
the Secretary of State of Florida.

Issuance of additional shares. As of the date of this information
statement, our board has no plans to issue or use any of our newly authorized
shares of common stock. The increase in the number of our authorized common
shares is proposed by our management in order to ensure sufficient reserves of
our common stock for various capital purposes and to eliminate the need for
similar amendments in the near future, which could be costly and time-consuming.

The proposal with respect to our common stock is not being made by us in
response to any known accumulation of shares or threatened takeover.

The following is a summary of the material matters relating to our
preferred stock.

We currently have 1,000,000,000 shares of preferred stock, par value
$0.00001 per share, authorized for issuance. Effective October 18, 2004, we
designated 10,000,000 shares of our preferred stock as the Series A preferred
stock. Each share of our Series A preferred stock is convertible into 1,000
shares of our common stock. On all matters submitted to a vote of our security
holders, a holder of shares of our 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. Dennis N. Lauzon, our president, chief
executive officer and director, holds 960,000 shares of our Series A preferred
stock, which is equivalent to a vote of 1,920,000,000 shares of our common
stock.

Effective October 18, 2004, we also designated 10,000,000 shares of our
preferred stock as the Series B preferred stock. Each share of our Series B
preferred stock is convertible into shares of the common stock in accordance
with the Per Share Conversion Price. The "Per Share Conversion Price" means 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. The number of underlying shares of our
common stock issuable upon any conversion of the shares of the Series B
preferred stock is calculated by dividing the product of the number of shares of
the Series B preferred stock to be converted multiplied by the par value of the
Series B preferred stock ($0.00001 per share) by the Per Share Conversion Price.
The holders of our Series B preferred stock have no voting rights on any matter
submitted to our stockholders for their vote, waiver, release or other action.
As of the date of this information statement, no shares of our Series B
preferred stock have been issued.

VOTE REQUIRED

Once a quorum is present and voting, a majority of the total votes cast
within each of the voting groups is required to approve the amendment to our
articles of incorporation increasing the number of our authorized common shares.

The board of directors recommends a vote FOR the amendment to our articles
of incorporation increasing the number of our authorized common shares as
described in Attachment A hereto.
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Information regarding the beneficial ownership of our common and preferred
stock by management and the board of directors is noted below.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding the beneficial ownership
of all shares of our common stock and preferred stock as of the record date, by:

- Each person who beneficially owns more than five percent of the outstanding
shares of our common stock;

- Each person who beneficially owns outstanding shares of our preferred
stock;

- Each of our directors;

- Each named executive officer; and

- All directors and officers as a group.

COMMON STOCK BENEFICIALLY PREFERRED STOCK BENEFICIALLY
OWNED (2) OWNED (2)
--------- ---------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER PERCENT NUMBER PERCENT
---------------------------------------- --------------- --------------- --------------- ---------------

Dennis N. Lauzon (3) . . . . . . . . . . . . . . . . 40,036 0.5 960,000 100
Nicholas A. Cortese, Jr. (4) . . . . . . . . . . . . 0 0 0 0
--------------- --------------- --------------- ---------------
All directors and officers as a group (two persons). 40,036 0.5 960,000 100
=============== =============== =============== ===============

---------------
(1) Unless otherwise indicated, the address for each of these stockholders is
c/o The Jackson Rivers Company, 402 West Broadway, Suite 400, San Diego,
California 92101, Telephone (619) 615-4242. Also, unless otherwise
indicated, each person named in the table above has the sole voting and
investment power with respect to the shares of our common and preferred
stock which he beneficially owns.
(2) Beneficial ownership is determined in accordance with the rules of the SEC.
As of the record date, the total number of outstanding shares of the common
stock is 8,177,624, and the total number of outstanding shares of the
Series A preferred stock is 960,000 shares.
(3) Dennis N. Lauzon is our president, chief executive officer and director. He
owns 40,036 shares of our common stock and 960,000 shares of our series A
preferred stock. Each share of our common stock is entitled to one vote on
all matters brought before the stockholders, each share of our Series A
preferred stock outstanding entitles the holder to 2,000 votes of the
common stock on all matters brought before the stockholders. Therefore, Mr.
Lauzon will have the power to vote 1,920,040,036 shares of the common
stock, which number exceeds the majority of the 8,177,624 issued and
outstanding shares of our common stock on the record date.
(4) Nicholas A. Cortese, Jr. is our director.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive
officers and persons who own more than 10 percent of a registered class of our
equity securities, file with the SEC initial reports of ownership and reports of
changes in ownership of our equity securities. Officers, directors and greater
than 10 percent stockholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file. All such persons have filed all
required reports.

DOCUMENTS INCORPORATED BY REFERENCE

Our Annual Report on Form 10-KSB for the year ended December 31, 2004 and
financial information from our subsequent Quarterly Report for the period ended
March 31, 2005 is incorporated herein by reference.

COPIES OF ANNUAL AND QUARTERLY REPORTS

We will furnish a copy of our Annual Report on Form 10-KSB for the year
ended December 31, 2004 and all subsequent Quarterly Reports on Form 10-QSB and
any exhibit referred to therein without charge to each person to whom this
information statement is delivered upon written or oral request by first class
mail or other equally prompt means within one business day of receipt of such
request. Any request should be directed to our corporate secretary at 402 West
Broadway, Suite 400, San Diego, California 92101, and telephone (619) 615-4242.

By order of the board of directors,

/s/ Dennis N. Lauzon

Dennis N. Lauzon
President, Chief Executive Officer and Director

ATTACHMENT A

RESOLUTIONS TO BE ADOPTED BY THE
STOCKHOLDERS OF
THE JACKSON RIVERS COMPANY
(the "Company")

RESOLVED, that the amendment to the Company's articles of
incorporation increasing the number of authorized shares of common
stock to 990,000,000 shares is hereby approved in all respects; and

RESOLVED FURTHER, that the officers of the Company be, and each
of them hereby is, authorized, empowered and directed, for and on
behalf of the Company, to take any and all actions, to perform all
such acts and things, to execute, file, deliver or record in the name
and on behalf of the Company, all such instruments, agreements, or
other documents, and to make all such payments as they, in their
judgment, or in the judgment of any one or more of them, may deem
necessary, advisable or appropriate in order to carry out the
transactions contemplated by the foregoing resolutions.