Commission File Number: 333-70932

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

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

(Check one): |X| Form 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-QSB
             |_| Form N-SAR

                          For Period Ended:  DECEMBER 31, 2005
                          |_|   Transition Report on Form 10-K
                          |_|   Transition Report on Form 20-F
                          |_|   Transition Report on Form 11-K
                          |_|   Transition Report on Form 10-Q
                          |_|   Transition Report on Form N-SAR
                          For the Transition Period Ended: _______________

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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:________________________________

PART I  -  REGISTRANT INFORMATION

Full Name of Registrant:                             THE JACKSON RIVERS COMPANY
Former Name if Applicable:
Address of Principal Executive Office
  (Street and Number):                             402 WEST BROADWAY, SUITE 400
City, State and Zip Code:                                   SAN DIEGO, CA 92101

PART II  -  RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

      (a)   The reasons described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

|X|   (b)   The subject annual report, semi-annual report, transition report on
            Forms 10-KSB, 20-F, 11-K, Form N-SAR, or portion thereof, will be
            filed on or before the 15th calendar day following the prescribed
            due date; or the subject quarterly report or transition report on
            Form 10-QSB, or portion thereof, will be filed on or before the
            fifth calendar day following the prescribed due date; and

      (c)   The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.



PART III  -  NARRATIVE

State below in reasonable detail the reasons why Forms 10-KSB, 11-K, 20-F,
10-QSB, N-SAR, or the transition report portion thereof, could not be filed
within the prescribed time period.

      There will be a delay in filing the Company's Annual Report on Form 10-KSB
for the period ended December 31, 2005 because the Company needs additional time
to complete the report and its auditors need additional time to complete the
audit of the Company's financial statements for the period ended December 31,
2005.

PART IV  -  OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification:

JEFFREY FLANNERY                              (619) 615-4242
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(Name)                                        (Area Code) (Telephone number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company
      Act of 1940 during the preceding 12 months (or for such shorter) period
      that the registrant was required to file such reports) been filed? If
      answer is no, identify report(s): |X| Yes | | No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof: | | Yes |X| No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                           THE JACKSON RIVERS COMPANY
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date:    MARCH 30, 2006                              By:/s/ Jeffrey W. Flannery
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                                                        JEFFREY W. FLANNERY,
                                                        CHIEF EXECUTIVE OFFICER

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.



                                    ATTENTION

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            INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
               FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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1.    This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
      Rules and Regulations under the Securities Exchange Act of 1934.

2.    One signed original and four conformed copies of this form and amendments
      thereto must be completed and filed with the Securities and Exchange
      Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
      General Rules and Regulations under the Act. The information contained in
      or filed with the form will be made a matter of public record in the
      Commission files.

3.    A manually signed copy of the form and amendments thereto shall be filed
      with each national securities exchange on which any class of securities of
      the registrant is registered.

4.    Electronic Filers. This form shall not be used by electronic filers unable
      to timely file a report solely due to electronic difficulties. Filers
      unable to submit a report within the time period prescribed due to
      difficulties in electronic filing should comply with either Rule 201 or
      Rule 202 of Regulation S-T (ss.232.201 or 32.202 of this chapter) or apply
      for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
      (ss.232.13(b) of this chapter).