August 31, 2005 Uses in SEC Documents; Financial Statements Clause

SEC Documents; Financial Statements from Purchase Agreement

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of January 5, 2007, by and among The Jackson Rivers Company, a Florida corporation, with headquarters located at 550 Greens Parkway, Suite 320, Houston, TX 77067 (the "Company"), and each of the purchasers set forth on the signature pages hereto (the "Buyers").

SEC Documents; Financial Statements. Since August 31, 2005, except as disclosed in Schedule 3(g), the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered (via Edgar or otherwise) to each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2004 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company.

SEC Documents; Financial Statements from Common Stock Purchase Agreement

THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement), dated as of October 26, 2005, is entered into by and between U.S. HELICOPTER CORPORATION, a Delaware corporation (the Company), and the Buyer listed on Schedule I attached hereto (Buyer).

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the Exchange Act) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the SEC Documents). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the Financial Statements) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents; Financial Statements from Common Stock Purchase Agreement

THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement), dated as of October 26, 2005, is entered into by and between U.S. HELICOPTER CORPORATION, a Delaware corporation (the Company), and the Buyer listed on Schedule I attached hereto (Buyer).

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the Exchange Act) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005 and filed a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the SEC Documents). The Company has delivered to the Buyers or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the Financial Statements) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents; Financial Statements from Common Stock Purchase Agreement

THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement), dated as of October 26, 2005, is entered into by and between U.S. HELICOPTER CORPORATION, a Delaware corporation (the Company), and the Buyer listed on Schedule I attached hereto (Buyer).

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the Exchange Act) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the SEC Documents). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the Financial Statements) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents; Financial Statements from Common Stock Purchase Agreement

THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement), dated as of October 26, 2005, is entered into by and between U.S. HELICOPTER CORPORATION, a Delaware corporation (the Company), and the Buyer listed on Schedule I attached hereto (Buyer).

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the Exchange Act) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the SEC Documents). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the Financial Statements) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents; Financial Statements from Common Stock Purchase Agreement

THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement), dated as of October 26, 2005, is entered into by and between U.S. HELICOPTER CORPORATION, a Delaware corporation (the Company), and the Buyer listed on Schedule I attached hereto (Buyer).

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the Exchange Act) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the SEC Documents). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the Financial Statements) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents; Financial Statements from Common Stock Purchase Agreement

THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement), dated as of October 26, 2005, is entered into by and between U.S. HELICOPTER CORPORATION, a Delaware corporation (the Company), and the Buyer listed on Schedule I attached hereto (Buyer).

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the Exchange Act) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the SEC Documents). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the Financial Statements) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.