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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933


                           THE JACKSON RIVERS COMPANY
             (Exact name of registrant as specified in its charter)

            Florida                       6141                   65-1102865
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

       27 Radio Circle Drive, Mount Kisco, New York  10549; (619)-615-4242
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

              EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 2
           NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN
                            FOR THE YEAR 2004 NO. 2
                            (Full title of the Plan)

       Dennis Lauzon, 27 Radio Circle Drive, Mount Kisco, New York  10549
                     (Name and address of agent for service)

                                 (619)-615-4242
          (Telephone number, including area code, of agent for service)



                                  CALCULATION OF REGISTRATION FEE

                                                             Proposed maximum
Title of securities to  Amount to be   Proposed offering    aggregate offering       Amount of
be registered            registered   price per share (1)          price         registration fee
----------------------  ------------  --------------------  -------------------  -----------------
                                                                     
Options to Purchase
Common Stock,             50,000,000  $          0.045 (2)  $         2,250,000  $          285.08
Common Shares
Underlying Options
----------------------  ------------  --------------------  -------------------  -----------------
Common Stock              10,000,000  $          0.045 (3)  $           450,000  $           57.02
----------------------  ------------  --------------------  -------------------  -----------------
Total                     60,000,000                        $         2,700,000  $          342.10
----------------------  ------------  --------------------  -------------------  -----------------

(1)  The  Offering  Price  is  used  solely  for  purposes  of  estimating  the
     registration  fee  pursuant  to  Rule  457(h)  promulgated  pursuant to the
     Securities  Act  of  1933.
(2)  This  Offering  Price  per  Share  is  established  pursuant  to the option
     exercise  price set forth in the Employee Stock Incentive Plan for the Year
     2004  No.  2,  set  forth  in  Exhibit  4.1  to  this  Form  S-8.
(3)  This  Offering  Price per Share is established pursuant to the Non-Employee
     Directors  and Consultants Retainer Stock Plan for the Year 2004 No. 2, set
     forth  in  Exhibit  4.2  to  this  Form  S-8.



                                     PART I
              Information Required in the Section 10(a) Prospectus

ITEM  1.  PLAN  INFORMATION.

          See  Item  2  below.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

          The  documents containing the information specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and  Rule  428  promulgated  under the Securities Act of 1933.  The participants
shall  be  provided a written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required to be delivered pursuant to Rule 428(b).  The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department)  and  telephone  number  to  which  the  request  is to be directed.

                                     PART II
               Information Required in the Registration Statement

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

          The  following  are  hereby  incorporated  by  reference:

               (a)  The Registrant's latest annual report on Form 10-KSB for the
fiscal  year  ended  December  31,  2003,  filed  on  April  14,  2004.

               (b)  All  other  reports filed pursuant to Section 13(a) or 15(d)
of  the Securities Exchange Act of 1934 since the end of the fiscal year covered
by  the  Form  10-KSB  referred  to  in  (a)  above.

               (c)  A  description  of  the Registrant's securities contained in
the  Registration Statement on Form SB-2 filed by the Registrant to register the
common  stock  under  the Securities Act, including all amendments filed for the
purpose  of  updating  such  common  stock  description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference in the registration statement and to be part
thereof  from  the  date  of  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

          Not  applicable.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

          Other than as set forth below, no named expert or counsel was hired on
a  contingent  basis,  will  receive  a direct or indirect interest in the small
business  issuer,  or  was  a  promoter,  underwriter, voting trustee, director,
officer,  or  employee  of  the  Registrant.


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ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

          Our  bylaws  do  not  contain  a  provision  entitling any director or
executive  officer to indemnification against its liability under the Securities
Act.  Title XXXVI, Chapter 607.0850 of the Florida Statutes provides as follows:

          Chapter  607.0850     Indemnification  of  officers,  directors,
          -----------------
employees,  and  agents.

          (1)  A corporation shall have power to indemnify any person who was or
is  a  party to any proceeding (other than an action by, or in the right of, the
corporation),  by  reason  of  the  fact  that  he  or she is or was a director,
officer,  employee,  or  agent  of  the  corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint  venture,  trust,  or other enterprise against
liability  incurred  in  connection  with  such proceeding, including any appeal
thereof,  if  he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with  respect  to  any criminal action or proceeding, had no reasonable cause to
believe  his  or  her conduct was unlawful. The termination of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its  equivalent  shall  not, of itself, create a presumption that the person did
not  act in good faith and in a manner which he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any  criminal  action or proceeding, had reasonable cause to believe that his or
her  conduct  was  unlawful.

          (2)  A  corporation  shall have power to indemnify any person, who was
or is a party to any proceeding by or in the right of the corporation to procure
a  judgment  in  its  favor  by  reason  of the fact that the person is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the  request  of  the  corporation as a director, officer, employee, or agent of
another  corporation,  partnership,  joint  venture, trust, or other enterprise,
against  expenses  and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually  and reasonably incurred in connection with the defense or
settlement  of  such  proceeding,  including  any  appeal  thereof.  Such
indemnification  shall be authorized if such person acted in good faith and in a
manner  he  or  she  reasonably  believed  to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect  of  any  claim, issue, or matter as to which such
person  shall  have  been  adjudged  to be liable unless, and only to the extent
that,  the  court  in  which  such proceeding was brought, or any other court of
competent  jurisdiction,  shall  determine  upon  application  that, despite the
adjudication  of  liability  but  in view of all circumstances of the case, such
person  is  fairly  and reasonably entitled to indemnity for such expenses which
such  court  shall  deem  proper.

          (3)  To  the  extent that a director, officer, employee, or agent of a
corporation  has  been  successful  on the merits or otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually  and  reasonably  incurred  by  him  or  her  in  connection therewith.

          (4)  Any  indemnification  under  subsection  (1)  or  subsection (2),
unless  pursuant to a determination by a court, shall be made by the corporation
only  as  authorized  in  the  specific  case  upon  a  determination  that
indemnification  of  the  director, officer, employee, or agent is proper in the
circumstances  because  he or she has met the applicable standard of conduct set
forth  in  subsection  (1)  or subsection (2). Such determination shall be made:

               (a)  By  the  board  of  directors by a majority vote of a quorum
consisting  of  directors  who  were  not  parties  to  such  proceeding;

               (b)  If  such  a quorum is not obtainable or, even if obtainable,
by  majority  vote  of a committee duly designated by the board of directors (in
which  directors  who  are  parties may participate) consisting solely of two or
more  directors  not  at  the  time  parties  to  the  proceeding;

               (c)  By  independent  legal  counsel:

                    1.   Selected  by  the  board  of  directors  prescribed  in
paragraph  (a)  or  the  committee  prescribed  in  paragraph  (b);  or


                                        3

                    2.   If  a  quorum  of  the directors cannot be obtained for
paragraph  (a)  and  the  committee  cannot  be  designated under paragraph (b),
selected by majority vote of the full board of directors (in which directors who
are  parties  may  participate);  or

               (d)  By  the  shareholders  by  a  majority  vote  of  a  quorum
consisting  of  shareholders  who  were not parties to such proceeding or, if no
such  quorum  is  obtainable,  by  a  majority vote of shareholders who were not
parties  to  such  proceeding.

          (5)  Evaluation of the reasonableness of expenses and authorization of
indemnification  shall  be  made  in  the  same manner as the determination that
indemnification  is permissible. However, if the determination of permissibility
is  made  by  independent  legal  counsel, persons specified by paragraph (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

          (6)  Expenses  incurred by an officer or director in defending a civil
or  criminal  proceeding  may be paid by the corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such  director  or officer to repay such amount if he or she is ultimately found
not  to  be  entitled  to  indemnification  by  the corporation pursuant to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon  such  terms  or  conditions that the board of directors deems appropriate.

          (7)  The indemnification and advancement of expenses provided pursuant
to  this  section  are  not  exclusive,  and a corporation may make any other or
further  indemnification  or  advancement  of  expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both  as  to action in his or her
official  capacity  and  as  to  action  in  another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final  adjudication  establishes  that  his or her actions, or omissions to act,
were  material  to  the  cause  of  action  so  adjudicated  and  constitute:

               (a)  A  violation  of  the  criminal  law,  unless  the director,
officer,  employee,  or agent had reasonable cause to believe his or her conduct
was  lawful  or  had  no  reasonable  cause  to  believe  his or her conduct was
unlawful;

               (b)  A transaction from which the director, officer, employee, or
agent  derived  an  improper  personal  benefit;

               (c)  In  the  case  of a director, a circumstance under which the
liability  provisions  of  s.  607.0834  are  applicable;  or
                               --------

               (d)  Willful  misconduct  or  a  conscious disregard for the best
interests  of  the  corporation  in  a  proceeding  by  or  in  the right of the
corporation  to  procure a judgment in its favor or in a proceeding by or in the
right  of  a  shareholder.

          (8)  Indemnification  and  advancement of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to  a  person  who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of  such  a  person,  unless  otherwise  provided  when  authorized or ratified.

          (9)  Unless  the  corporation's  articles  of  incorporation  provide
otherwise,  notwithstanding  the  failure  of  a  corporation  to  provide
indemnification,  and  despite any contrary determination of the board or of the
shareholders  in  the  specific case, a director, officer, employee, or agent of
the  corporation  who  is  or  was  a  party  to  a  proceeding  may  apply  for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On  receipt  of  an  application,  the  court,  after  giving any notice that it
considers  necessary,  may  order  indemnification  and advancement of expenses,
including  expenses  incurred  in  seeking  court-ordered  indemnification  or
advancement  of  expenses,  if  it  determines  that:


                                        4

               (a)  The  director,  officer,  employee,  or agent is entitled to
mandatory  indemnification  under  subsection (3), in which case the court shall
also  order  the corporation to pay the director reasonable expenses incurred in
obtaining  court-ordered  indemnification  or  advancement  of  expenses;

               (b)  The  director,  officer,  employee,  or agent is entitled to
indemnification  or  advancement of expenses, or both, by virtue of the exercise
by  the  corporation  of  its  power  pursuant  to  subsection  (7);  or

               (c)  The  director,  officer,  employee,  or  agent is fairly and
reasonably  entitled  to indemnification or advancement of expenses, or both, in
view  of  all  the relevant circumstances, regardless of whether such person met
the  standard  of  conduct  set  forth  in  subsection  (1),  subsection (2), or
subsection  (7).

          (10) For purposes of this section, the term "corporation" includes, in
addition  to  the  resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was  a  director,  officer,  employee,  or  agent of a
constituent  corporation,  or  is or was serving at the request of a constituent
corporation  as  a director, officer, employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under  this section with respect to the resulting or surviving corporation as he
or  she  would have with respect to such constituent corporation if its separate
existence  had  continued.

          (11) For  purposes  of  this  section:

               (a)  The  term  "other  enterprises"  includes  employee  benefit
plans;

               (b)  The  term  "expenses" includes counsel fees, including those
for  appeal;

               (c)  The term "liability" includes obligations to pay a judgment,
settlement,  penalty, fine (including an excise tax assessed with respect to any
employee  benefit  plan),  and  expenses  actually  and reasonably incurred with
respect  to  a  proceeding;

               (d)  The  term  "proceeding" includes any threatened, pending, or
completed  action,  suit,  or other type of proceeding, whether civil, criminal,
administrative,  or  investigative  and  whether  formal  or  informal;

               (e)  The  term  "agent"  includes  a  volunteer;

               (f)  The  term  "serving  at  the  request  of  the  corporation"
includes  any  service  as  a  director,  officer,  employee,  or  agent  of the
corporation that imposes duties on such persons, including duties relating to an
employee  benefit  plan  and  its  participants  or  beneficiaries;  and

               (g)  The  term  "not  opposed  to  the  best  interest  of  the
corporation"  describes  the actions of a person who acts in good faith and in a
manner  he  or  she  reasonably  believes  to  be  in  the best interests of the
participants  and  beneficiaries  of  an  employee  benefit  plan.

          (12) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the  corporation  or  is  or  was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust,  or other enterprise against any liability asserted against the
person  and incurred by him or her in any such capacity or arising out of his or
her  status  as  such,  whether  or  not the corporation would have the power to
indemnify  the  person  against  such  liability  under  the  provisions of this
section.

          The foregoing rights of indemnification are not intended to be
exclusive of any other right to which those indemnified may be entitled, and the
Company has reserved the right to provide additional indemnity and rights to its
directors, officers, employees or agents to the extent they are consistent with
law.


                                        5

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

          Not  applicable.

ITEM  8.  EXHIBITS.

          The  Exhibits  required  by  Item  601 of Regulation S-B, and an index
thereto,  are  attached.

ITEM  9.  UNDERTAKINGS.

          The  undersigned  registrant  hereby  undertakes:

               (a)  (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:  (iii) To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such  information  in  the  registration  statement;

                    (2)  That,  for  the  purpose  of  determining any liability
under  the  Securities  Act of 1933, each such post-effective amendment shall be
deemed  to  be  a  new registration statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the  initial  bona  fide  offering  thereof.

                    (3)  To  remove  from  registration  by  means  of  a
post-effective  amendment  any  of  the securities being registered which remain
unsold  at  the  termination  of  the  offering.

               (b)  That,  for  purposes  of determining any liability under the
Securities  Act  of 1933, each filing of the registrant's annual report pursuant
to  section  13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

               (c)  To  deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report to
security  holders  that  is  incorporated  by  reference  in  the prospectus and
furnished  pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where  interim financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth  in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is  sent  or  given,  the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial  information

               (d)  That  insofar  as  indemnification  for  liabilities arising
under  the  Securities  Act  of 1933 may be permitted to directors, officers and
controlling  persons  of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed  in  the  Act  and  is, therefore, unenforceable.  In the event that a
claim  for  indemnification  against such liabilities (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person  of  the registrant in the successful defense of any action,
suit  or proceeding) is asserted by such director, officer or controlling person
in  connection with the securities being registered, the registrant will, unless
in  the  opinion  of  its  counsel  the  matter  has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification by it is against public policy as expressed in the Act and
will  be  governed  by  the  final  adjudication  of  such  issue.


                                        6

                                   SIGNATURES


          Pursuant  to  the  requirements  of  the  Securities  Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Mount  Kisco,  New  York,  on  April  16,  2004.


                                   THE JACKSON RIVERS COMPANY


                                   By /s/ Dennis Lauzon
                                     ------------------------------------
                                       Dennis Lauzon, President


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

          Signature                         Title                      Date
----------------------------  ----------------------------------  --------------
     /s/ Dennis Lauzon        President, Chief Executive Officer  April 16, 2004
----------------------------
                                        and Director
       Dennis Lauzon


                                        7

                                  EXHIBIT INDEX

  EXHIBIT  NO.              DESCRIPTION
  -----------               -----------

     4.1          Employee  Stock  Incentive  Plan  for  the  Year  2004  No.  2

     4.2          Non-Employee Directors and Consultants Retainer Stock Plan for
                  the  Year  2004  No.  2

     5            Opinion  Re:  Legality

     23.1         Consent  of  Accountants

     23.2         Consent of Counsel


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