Unassociated Document
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
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Date
of Report (Date of earliest event reported)
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January
5, 2007
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Interact
Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Florida
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333-70932
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65-1102865
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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550
Greens Parkway, Suite 230, Houston, Texas 77067
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(619) 342-7449
The
Jackson Rivers Company
(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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
On
January 5, 2007 Interact Group Holdings, Inc. (f/k/a The Jackson Rivers Company)
(the “Company”) entered into the material agreements described under Item 3.02
below.
Item
2.03. Creation of a Direct Financial Obligation
On
January 5, 2007 the Company entered into agreements that create material direct
financial obligations. The agreements are more fully described in Item 3.02
below.
On
January 5, 2007, the Company entered into a Securities Purchase Agreement with
four accredited investors (the "Investors") for an aggregate amount of (i)
$260,000 in secured convertible notes, and (ii) warrants to purchase 10,000,000
shares of the Company’s common stock (the "Financing"). The Company anticipates
that the proceeds of the Financing will be used for general working
capital.
The
Financing was made in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation
D as
promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended.
The
Financing was completed in one closing. The closing consisted of gross proceeds
of $260,000, less financing costs of $10,000, for net proceeds of
$250,000.
The
Investors received three year convertible notes (the "Notes") bearing simple
interest at 6% per annum. The Notes are convertible into the Company’s common
stock at a price equal to 60% of the average of the lowest three trading prices
during the 20 trading day period ending one trading day before the conversion
date. In addition, we granted the Investors a further security interest in
substantially all of our assets, including the assets of our wholly- owned
subsidiaries, and intellectual property.
The
parties also entered into a Registration Rights Agreement whereby we are
required to file a registration statement with the SEC within 30 days of receipt
of the investors’ demand, registering the common stock underlying the secured
convertible notes and the warrants. If the registration statement is not
declared effective within 90 days from the date of filing, we are required
to
pay liquidated damages to the investors. In the event that we breach any
representation or warranty in the Securities Purchase Agreement, we may be
required to pay liquidated damages in shares or cash, at our election. If paid
in shares, such shares shall be issued at the conversion price at the time
of
payment.
The
Investors received seven-year warrants to purchase a total of 10,000,000 common
shares of the Company at a purchase price of $0.0007 per share.
Other
than under these Agreements and under certain specified circumstances, should
we
issue shares of common stock below the market price, the exercise price of
the
warrants will be reduced accordingly.
The
conversion price of the secured convertible notes and the exercise price of
the
warrants may be adjusted in certain circumstances such as if we pay a stock
dividend, subdivide or combine outstanding shares of common stock into a greater
or lesser number of shares, or take such other actions as would otherwise result
in dilution of the selling stockholder's position.
The
Investors have agreed to restrict their ability to convert their secured
convertible notes or exercise their warrants and receive shares of our common
stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.9% of the then-issued and outstanding shares of common stock.
The
Company paid a finder’s fee of 10% of the net proceeds.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, and shall not
be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
(a)
Financial Statements
None
(b)
Exhibits
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Number
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Description
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4.1
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Form
of Stock Purchase Warrant
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4.2
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Form
of Note
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10.1
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Securities
Purchase Agreement dated January 5, 2007, by and among The Jackson
Rivers
Company and the investors named on the signature pages
thereto.
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10.2
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Security
Agreement dated January 5, 2007 by and among The Jackson Rivers Company
and the secured parties signatory
thereto.
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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.
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INTERACT
GROUP HOLDINGS, INC.
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(Registrant)
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Date:
January 11, 2007
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By:
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/s/ Jeffrey
W. Flannery
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Jeffrey
W. Flannery, CEO
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