<PAGE>2
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KINGDOM VISION
(Exact name of registrant as specified in its charter)
Colorado 62-1813306
(State of (Primary standard industrial (I.R.S. employer
Incorporation) classification code number) identification number)
6727 Heritage Business Court, Suite 722
Chattanooga, TN 37421
(423) 510-8383
(Address and telephone number of Registrant's
principal executive offices)
Dale Allison
420 Blue Ridge Highway, Suite 201
Blairsville, GA 30512
(706) 745-1359
(Name, address, and telephone number of Agent for Service of Process)
Copies to:
Jody M. Walker, Esq. Malcolm D. Crawford, Esq.
7841 South Garfield Way 3631 E. 7th Ave. Pkwy.
Littleton, CO 80122 Denver, Colorado 80206
(303) 850-7637 (303) 388-7752
(303) 220-9902 - facsimile (303) 388-7755 - facsimile
Approximate Date of Commencement of Proposed Sale to the
Public: Effective date of this Registration Statement
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1993, check the following box
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Amount of
Securities to be Shares to be Valuation Aggregate Registration
Registered Registered Per Share Valuation Fee
<S> <C> <C> <C> <C>
Series KV Preferred Shares 7,000,000 $3.00 $21,000,000 $5,828
</TABLE>
__________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
<PAGE>3
KINGDOM VISION NETWORK, INC.
7,000,000 SERIES KV VOTING PREFERRED SHARES
Each Series KV voting preferred share is convertible into one
Series B common share commencing July 1, 2001.
We are a Christian based for-profit corporation and are
developing a national television network for anointed ministry
and spiritual dialogue covering the Kingdom with a broad basis
of contemporary subject matter.
_________________________
This is our initial public offering and no public market
current exists for our securities.
Consider carefully the risk factors beginning on page 8 in the
prospectus.
Per Series KV
Voting Preferred Share Total
Public Price $3.00 $21,000,000
Underwriting
Commissions .15 1,050,000
Proceeds to Kingdom Vision $2.85 $19,950,000
_________________________
Neither the Securities and Exchange Commission, nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
_________________________
Date: May 31, 2000
<PAGE>4
TABLE OF CONTENTS
Summary of the Offering 5
Risk Factors 6
Kingdom Vision 7
Use of Proceeds 12
Dilution 12
Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Plan of Distribution 13
Management 13
Principal Shareholders 18
Description of Company Securities 19
Legal Matters 20
Reports 20
Financial Statements 20
<PAGE>5
SUMMARY OF THE OFFERING
Corporate History Kingdom Vision, Inc. was incorporated in
March 2000 under the laws of the State of Colorado.
Kingdom Vision's principal executive and administrative
offices are at 2033 East Warner Road, Suite 112, Tempe,
Arizona 85284. These executive and administrative offices
are approximately 1,500 square feet with a rental of $2,700
per month for a three-year period.
We have leased an existing television production facility in
The Carowinds Boulevard Business Center at 337 Carowinds
Boulevard, Fort Mills, South Carolina. The lease is for
three years, at $7,048 per month, with annual cost of living
adjustments.
Outstanding
Securities There are presently outstanding 2,000,000
Series A common shares and 6,502,000 Series B common shares.
The Series A common shares have ten votes per share and the
Series B common shares have one vote per share. The Series B
common shares have priority in dividend payments, and upon
sale, merger, or liquidation.
Operations We are developing a Christian entertainment
television network. This television/multimedia network has
recently been launched by Dr. Mark Hanby, founder and chairman
of the board of directors, along with several other high
profile leaders from around the United States. The mission of
Kingdom Vision is to develop and provide a platform for
anointed ministry and spiritual dialogue covering the Kingdom
while providing television programming addressing a broad base
of relevant and contemporary subject matter ranging from
politics to business, health to education, marriage to music,
ministry, race relations to entertainment, and sports to
cooking.
The Offering Up to 7,000,000 Series KV voting preferred
shares are being offered. Each Series KV voting preferred
share is convertible into one Series B common share commencing
July 1, 2001.
Arbitrary Offering Price The aggregate offering price and
number of the units to be offered was arbitrarily determined
by Kingdom Vision.
Plan of Distribution The Series KV preferred are being
offered on a "best efforts" basis by Gilchrist Securities
Company, Inc., a registered broker-dealer with the National
Association of Securities Dealers, Inc. with offices in
Atlanta, Georgia and Birmingham, Alabama.
Gilcrest has received $10,000 and will receive an additional
$40,000 during the course of the offering for expenses plus a
5% commission on sales made by Gilcrest. Additionally,
Gilcrest will receive options to purchase 50,000 Series B
common shares at the option price of $5.50 per Series B share
expiring December 31, 2002.
No Escrow Account There is no minimum offering amount.
Kingdom Vision has not established an escrow account.
There is no public market for the Series KV preferred.
Use of Proceeds The proceeds from this offering will be used
for television production and general corporate purpose.
Kingdom Vision will use the net proceeds of the offering over
the next twelve months.
Access to Information We will afford prospective investors
the opportunity to ask questions concerning the terms of this
offering. We will also provide any additional information
that we have in our possession (or which we can acquire
without unreasonable effort or expense) that is necessary to
verify the accuracy of any information set forth in this
memorandum and its exhibits.
<PAGE>6
No Commitment of the Series KV preferred No commitment by
anyone exists to purchase any of the Series KV preferred we
are offering.
RISK FACTORS
1. We have a limited operating history and have no certainty
of future operating results.
Since our incorporation in March 2000, our activities have
been principally devoted to positioning ourselves to achieve
our business objectives. We have had no operating revenue to
date and expect to incur losses and administrative expenses
until we begin the sales of our products or we receive
revenues from any of our proposed operations. To date, we
have an operating loss of approximately $100,000 for the
period from inception to April 30, 2000.
2. Our Christian philosophy may limit our ability to
compete.
We may not be able to compete on the basis of attracting our
targeted customers due to our Christian philosophy. Due to
this philosophy, we may not be able to complete solely on
price, if at all.
3. We are dependent on third party vendors and may not be
able to obtain the necessary services in a cost effective
manner.
We must contract with third party vendors for our satellite
dish and/or cable uplink and networks to carry our signal.
We cannot assure you that we will be able to develop the
necessary strategic alliances on a cost competitive basis.
4. If our securities have no active trading market, you may
not be able to sell your Series KV preferred easily.
We do not have a public market for our securities, nor can we
assure you that a public market will ever develop.
Consequently, you may not be able to liquidate your investment
in the event of an emergency or for any other reason.
5. We have made forward-looking statements that may not
prove to be correct.
The statements contained in this Prospectus that are not
historical fact are forward-looking statements, as the term is
defined in the Reform Act, which can be identified by the use
of forward-looking terminology such as "believes," "expects,"
"may," "will," "should," or "anticipates" or the negative
thereof or other variations thereon or comparable terminology,
or by discussions of strategy that involve risks and
uncertainties. The safe harbor provisions provided in Section
27A of the Securities Act and Section 21E of the Exchange Act
do not apply to forward-looking statements made in connection
with this initial public offering. We have made the forward-
looking statements with Management's best estimates prepared
in good faith.
Because of the number and range of the assumptions underlying
our projections and forward-looking statements, many of which
are subject to significant uncertainties and contingencies
that are beyond our reasonable control, some of the
assumptions inevitably will not materialize and unanticipated
events and circumstances may occur subsequent to the date of
this prospectus.
These forward-looking statements are based on current
expectations, and we will not update this information other
than required by law. Therefore, the actual experience of
Kingdom Vision, and results achieved during the period covered
by any particular projections and other forward-looking
statements, should not be regarded as a representation by
Kingdom Vision, or any other person, that we will realize
these estimates and projections, and actual results may vary
materially. We cannot assure you that any of these
expectations will be realized or that any of the forward-
looking statements contained herein will prove to be accurate.
<PAGE>7
6. We may never meet the requirements to be quoted on
NASDAQ. You may not be able to sell your Series KV preferred
easily.
If the trading price of our common stock is less than $5.00
per share, trading in the common stock would also be subject
to the requirements of Rule 15g-9 under the Exchange Act.
Under this rule, broker/dealers who recommend low-priced
securities to persons other than established customers and
accredited investors must satisfy special sales practice
requirements. The broker/dealer must make an individualized
written suitability determination for the purchaser and
receive the purchaser's written consent prior to the
transaction.
SEC regulations also require additional disclosure in
connection with any trades involving a "penny stock",
including the delivery, prior to any penny stock transaction,
of a disclosure schedule explaining the penny stock market and
its associated risks. Such requirements severely limit the
liquidity of the common stock in the secondary market because
few broker or dealers are likely to undertake such compliance
activities. Generally, the term penny stock refers to a stock
with a market price of less than $5.00 per share. A market
in our stock may never develop due to these restrictions.
Kingdom Vision
General Corporate History
Kingdom Vision, Inc. was incorporated in March 2000 under the
laws of the State of Colorado.
Kingdom Vision's principal executive and administrative
offices are at 2033 East Warner Road, Suite 112, Tempe,
Arizona 85284. These executive and administrative offices
are approximately 1,500 square feet with a rental of $2,700
per month for a three-year period.
We have leased an existing television production facility in
The Carowinds Boulevard Business Center at 337 Carowinds
Boulevard, Fort Mills, South Carolina. The lease is for
three years, at $7,048 per month, with annual cost of living
adjustments.
Synopsis and Summary of Television Production
The following is a narrative of a basic description for the
layperson on how television and cable systems work.
Television shows are produced by program producers, recorded
by production companies around the country and syndicated or
sold to television networks. Television programs are
generally recorded on Beta SP or DVC Pro formats. These
programs are then downloaded into computer servers and
scheduled for airing on specific dates and times. The
computer commingles the programs with advertising and
promotional spots.
From the computer server, the programs are then transmitted
through an uplink facility. An uplink is a series of
equipment that is designed to convert electronic signals to a
radio frequency that is beamed to a particular satellite
transponder. A transponder is an assigned frequency given to
an uplink facility for the use of broadcasting data.
The transponder selected for Kingdom Vision Network has a
footprint that covers the United States and small portions of
Southern Canada and Northern Mexico. The network contracts
with local cable systems and local independent television
stations to receive their signal through a downlink system
that has been installed at their location. The television
stations and cable networks, in turn, electronically
rebroadcast the television signal to homes, either by cable or
terrestrial signal. Through the means of a viewer's personal
television set, the signal is interpreted by their receiver
into a visual image.
<PAGE>8
Revenues are generated through the sale of program airtime and
commercial advertising airtime. Kingdom Vision Network will
also be able to generate income by uplinking other networks'
signals because of the type of transponder it has and the way
the signal is uplinked. These revenue streams are based on
the number of homes delivered to by each cable and television
system. The more homes delivered, the higher the rate charged
for program airtime and commercial spots. The major expense
for television networks is in the production of made-for-
television programs and purchasing of channel space on local
cable systems.
The Kingdom Vision Network Distinction
What makes Kingdom Vision Network different from other
television networks is our philosophy of developing made-for-
television programs not carried by any other network, and the
allure, spontaneity and charisma behind live-broadcast events.
Kingdom Vision Network will have daily live, as-it-happens
broadcasts from around the United States. Many of these live
broadcasts will then be re-aired at a later time. With the
mixture of drama, teaching, family-values programming, music,
comedy and sports, Kingdom Vision Network will have a look and
character unique and distinct from any other network.
With mass appeal, from the adolescent to the senior citizen,
Kingdom Vision Network is anticipated to reach a broad-
spectrum audience. Because of the relationships Kingdom
Vision Network has with sports personalities, educators and
theologians, program production companies and music companies,
Kingdom Vision Network believes it has the ability to launch
rather quickly through its network of ministries and sporting
event represented by Kingdom Vision's management.
Production Facilities and Transponders
Our current plans for television for the Kingdom Vision
Network are as follows:
Production Facilities
We have leased a production facility and have set up master
control in Fort Mills, South Carolina. This facility had been
used by a post production company that recently moved. We
have commenced television production in this facility and
utilize a portable uplink truck that not only will have the
capability to uplink our signal, but we will be able to uplink
other networks as well.
Our television blue print planning is for the creation of
several production facilities complete with all required
equipment, both fixed and mobile.
Instead of the extensive and expensive cost of purchasing new
equipment, Dale Hill, our Executive Vice President/Television
Production has already arranged for the purchase and lease of
existing equipment including those of Dale Hill's existing,
extensive production facilities at his company, the Broadcast
Group in Chesapeake, Virginia (with its remote facilities).
In addition, we are currently producing television shows from
Beyth Shan Foundational Ministries television studio.
As a result, Kingdom Vision already has the capabilities today
to do events in several cities with the existing equipment,
without the expenditure of a large amount of money for owned
equipment.
The cost of remote trucks run from the least expensive, which
is $750,000, to the most expensive of the four, which we have,
is about $1.8 Million. However, because we are using it on a
per-use basis, at some point, we will buy that equipment for
our own remote facilities, but for now we will lease this
equipment to get started.
Each truck is completely equipped with anywhere from five to
eight cameras, four or more video recorders, all of the
necessary audio equipment, all of the switching equipment.
<PAGE>9
This same equipment is used to do sporting events,
conferences, and other such events for other networks. We are
using the same facilities that other networks would use for
program productions.
Our goal is to have several production facilities throughout
the country that will provide programming for the Kingdom
Vision Network in production studios operating from the
ministries of our members of the board of directors and the
National Executive Council.
Transponders. It is our objective to have a fully protective
transponder operating 24-hours a day. It would be cost
effective to start production with a protected transponder so
that we would never lose signal if there were some type of
"wash-out" from a satellite.
Transportable Uplink
We will acquire a transportable uplink for several reasons:
- The first is that we can drive it on its own truck
making it simpler for transportables;
- It would give us the capability of not only uplinking
our two networks, but it has the capability of uplinking the
three networks as well.
What we plan to do is take an analog transponder and breaking
it up into four parts.
- First, it would be for the transmission of KVN signal.
- Second, it would be used for a Family Type Network.
- Third, it would be used for return signals that would
give us the ability to do live events from the Beyth Shan
Foundational Ministries Conference and some of the other
conferences throughout the nation.
- Fourth, it would be available for leasing out to another
full-time network.
This strategy would use all four parts of the analog
transponder to give us four digital signals.
What the transponder does is take the signal transmitted from
an uplink facility and send it back to earth. A transponder
is a satellite that is approximately 25,400 miles in the sky.
It creates what is called a "footprint." In satellite terms,
a footprint is the earth's geographic coverage of that
satellite. The transponder that Kingdom Vision is considering
has a footprint that gives us full coverage of all of the
United States, a small part of Canada and Mexico. Also it is
possible we will also have coverage that will cover Hawaii and
Alaska, which is the capabilities of some but not all
transponders.
We will be able to put in a digital receiver at a cable system
or a television station, a church or an individual home, any
place of our choosing. They will be able to receive our
signal and watch all of our programming. We anticipate that
the digital receivers will cost approximately $1,800 per unit.
If we go sign up a cable system, one of our responsibilities
will be to put their receiver unit in that cable system so
they will be able to receive our digital signal.
Summary of the Kingdom Television Production Plan
The Television Cable System: A cable system is a receiver
unit that receives many broadcast signals from the local
television stations to all of the cable networks around the
country. They rebroadcast that signal down to a coax cable
and it is received into homes or businesses in local cities.
Most cities in the United States today have a cable system.
Very often a large company like Cox Communications, for
example, owns cable companies all over the United States.
They are considered what's called an MSO. An MSO is a
"Multiple Systems Operator." If we do a deal with Cox
nationally, for example, that would give us all of the cable
homes that Cox has all over the United States. Very often
<PAGE>10
that could mean 30 to 40 million homes. A network attempts to
sign-up with an MSO because that brings you so many more homes
than trying to go to each small system individually.
Obviously, our goal is to go after the MSOs.
We are looking at many ways to create both horizontal and
vertical markets, which are dependent upon three key
ingredients to make a network successful:
- Programming and with the Kingdom Vision master control
we will have the ability to operate other new networks at the
same time. Master control operators would be the same for all
of our networks, all from the same facility. This would mean
more equipment for master control, but we would be able to
share costs of the uplink facility and personnel and the rent
on the complex.
- The second key ingredient will be live programming.
Management is already negotiating with some of the major
Christian conference coordinators about giving us the rights
to carry their convention or conference live on the network.
There are many of these conferences that we can transmit or
carry on the network, which would give us great marketing
opportunities.
- Management's discussion with ministries throughout the
United States particularly through our board of directors and
National Executive Council members is that there is a large
request for those conferences from people around the nation.
Our Christian conference programming would help us create a
market demand so that the cable systems would be interested in
our networks for that reason.
Summary of Kingdom Vision's Equipment Ownership/Lease Business
Philosophy
Our technical management have been looking at the best
financial terms for our transponder requirements, working with
uplink facilities, we've spent weeks on research for master
control equipment because technology is changing and
television is going digital, forcing television producers to
change what they are doing in master control.
We are taking an analog transponder and breaking it up into
four digital transponders because it's cheaper for us to rent
the analog transponder than to try to go rent a digital.
Further, the Federal Communications Commission has mandated
that all television signals convert from analog to digital
and, depending on whether you're a broadcaster or cable
company determines when that has to happen. Since the
industry is going that way, by coming out in a digital mode,
we're going to be ahead of some and right in line with the
leaders.
Our philosophy is based on the "weak-link" in television
programming that most networks are running the same program
and there are very few networks out there doing original
programming.
PROGRAMMING
Satellite and Cable Technology
We will develop a complete television system that will run 24
hours a day, 7 days a week via satellite.
Original Programming
We will go immediately into the production of original
programming for the network. We believe three things that
will make this network unique and different from the other
Christian networks are as follows:
- First, exclusive programming, which means this is the
only network carrying the programming;
- Second, new programming; and
<PAGE>11
- Third, a significant amount of live programming from
Christian conferences, family-values seminars, and topical
lecturers and speeches.
The new programming will be teaching programs by Dr. Hanby,
Randall Worley, and other ministers of national prominence.
We will also have new music programs, sitcoms, some mini-
series, and many concerts and talk shows that will be produced
exclusively for this network. The only way a viewer will be
able to get this particular programming at home will be to
have this network. This will be a key marketing strategy for
us.
We have already commenced producing some of this programming;
we are currently producing programming at out primary facility
in the Charlotte, North Carolina area and at the Beyth Shan
Foundational Ministries television studio in Crossville,
Tennessee. Our goal is to have several production facilities
throughout the country that will provide programming for the
Kingdom Vision Network in production studios operating from
the ministries of our members of the board of directors and
the National Executive Council.
Proposed Shows
We are considering up to a two-hour a day show with Dr. Mark
Hanby that is proposed to include:
- One hour of teaching
- One hour "Live"
Additionally, we plan to develop other daily shows that we
anticipate will include major ministers in the United States.
We intend to buy existing family shows to supplement our own
original productions. Also, we plan to rerun Dr. Hanby's
shows from 11:00 a.m. to 1:00 p.m. (subject to market demand
by other sponsors). We will sell commercial time during the
family shows, as well as time from ministries that promote
concerts nationwide, rather than seeking donations or
operating telethons.
Our programming will include:
Kingdom Teaching and Preaching 25%
Music Programming & Music
Entertainment specials 20%
Sitcoms, Mini-Series & Movies 15%
News 10%
Sports & Outdoors 10%
Business & Technology 10%
Health & Family 10%
Children's Programming 10%
MARKETING
Kingdom Vision Technology, Inc.
Kingdom Vision will continue to use our affiliated company
Kingdom Vision Technology, Inc. Internet Access: SDEye.com. or
by the use of its own domain name, Kingdom Vision proposes
that the Promise Vision web site as well as our own virtual
web site will promote the Kingdom Vision Network.
REVENUE SOURCES
Our directors, Arlen Best and Reggie White, who are also the
executive officers of Kingdom Vision Technology and the SDEye
Internet ISP system, have agreed to sponsor us by buying time
and paying for some of the production.
No donations will be solicited on the air. We will sell
products and time slots to commercial sponsors.
Kingdom Vision has agreed to pay $15,000 a month for
commercial time during Dr. Hanby's show.
<PAGE>12
Kingdom Vision will pay Kingdom Vision $15,000 a month to have
ads for their long distance and Internet service, plus a 10%
royalty on all clients using Kingdom Vision long distance, and
$2.00 per month on each client using the Internet service.
As we obtain the necessary capital through the sale of debt
and equity, we intend to establish satellite network program
sales. On all 1/2-hour shows we can keep several minutes for
commercial time. We will have 48 spots a day in which we can
sell 30 second ad space to commercial viewers.
We anticipate we will receive a 10% royalty on all products
sold to viewers.
Kingdom Vision will utilize other print and television media
to advertise its network.
Strategic Alliances
We have developed strategic alliances with all of the
Christian ministries associated with our board of directors
and National Executive Council.
COMPETITION
Network television is dominated by NBC, ABC, and CBS, with
approximately 30 percent of the television-viewing public
watching those stations during a part of the day. A similar
percentage watches their local stations and FOX Broadcasting,
with approximately 20 percent for Discovery and ESPN/ESPN2.
HBO and PBS command approximately 15 percent and 13 percent,
respectively, and CNN, TBS, and A&E command approximately 10
percent. The networks with lesser viewing are USA Network,
Nickelodeon, Cinemax, Disney, TNN, Showtime, History, Weather,
Comedy Central, Movie Channel, and the Cartoon Network (in a
descending order of percentages). However, Kingdom Vision
Network anticipates appealing to a substantial number of
viewers who not only watch the above networks, but also are
devoted to religious channels.
USE OF PROCEEDS
Assuming the maximum $21,000,000 of the Series KV preferred
stock are sold, the net proceeds of the offering will be used
as set forth in the following table.
<TABLE>
<CAPTION>
Assuming Assuming
$21,000,000 raised % $10,000,000 raised %
<S> <C> <C> <C> <C>
Gross proceeds $21,000,000 100.00% $10,000,000 100.00%
Commissions 1,050,000 5.00% 500,000 5.00%
Offering expenses 84,328 .004$ 84,328 .84%
---------- ---------- ----------- --------
Net proceeds $19,865,672 94.60% $ 9,415,672 94.16%
Completion of Family Network
Building $2,500,000 11.90% $1,250,000 12.50%
Lease of production office 454,000 2.16% 454,000 4.54%
Production of network 2,000,000 9.52% 1,000,000 10.00%
Cable agreement 4,000,000 19.05% 2,000,000 20.00%
Staff and salaries 2,208,000 10.51% 2,208,000 22.08%
Legal and accounting 200,000 .95% 200,000 2.00%
PromiseVision/SD Eye 2,000,000 9.52% 1,000,000 10.00%
Working capital 6,503,672 30.97% 1,303,672 13.04%
Total Expended $19,865,672 94.60% $9,415,672 94.16%
</TABLE>
Kingdom Vision anticipates that the proceeds from this
offering, together with projected cash flow from operations,
will be sufficient to meet estimated capital expenditures for
the next twelve months. If cash flows do not develop as
anticipated, Kingdom Vision will be required to obtain
additional sources of capital.
<PAGE>13
The actual allocation of funds will depend on Kingdom Vision's
success and growth. If results do not meet our requirements,
we will reallocate the proceeds among the other contemplated
uses of proceeds, as prudent business practices dictate.
Pending application by Kingdom Vision of the net proceeds of
this offering, such proceeds will be invested in short-term,
interest-bearing obligations.
DILUTION
Further Dilution. We may issue additional restricted common
and preferred shares pursuant to private business
transactions. Any sales under Rule 144 after the applicable
holding period may have a depressive effect upon the market
price of our securities and investors in this offering upon
conversion.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
You should read this discussion together with the financial
statements and other financial information included in this
prospectus.
Trends and Uncertainties. Demand for Kingdom Vision's project
will be dependent on, among other things, market acceptance of
the Kingdom Vision Network concept, the quality of its
entertainment and promotional merchandise, and general
economic conditions, which are cyclical in nature. Inasmuch
as a major portion of Kingdom Vision's activities will be the
receipt of revenues from advertising on our network, Kingdom
Vision's business operations may be adversely affected by
Kingdom Vision's competitors and prolonged recessionary
periods.
Capital and Source of Liquidity. All of the initial working
capital has been obtained from the sale of initial working
capital from officers, directors and affiliated persons.
Kingdom Vision requires substantial capital in order to meet
its ongoing corporate obligations and in order to continue and
expand its current and strategic business plans.
On a long-term basis, liquidity is dependent on continuation
and expansion of operation and receipt of revenues, additional
infusions of capital, and debt financing. Kingdom Vision
believes that additional capital and debt financing in the
short term will allow Kingdom Vision to increase its marketing
and sales efforts and thereafter result in increased revenue
and greater liquidity in the long term. However, there can be
no assurance that Kingdom Vision will be able to obtain
additional equity or debt financing in the future, if at all.
Results of Operations. Since inception, Kingdom Vision has
not received any revenues from operations. Television
programming has been progressing since early March 2000.
Plan of Operation. Kingdom Vision is in the development
stage and has not conducted any significant operations to date
or received any operating revenues. Kingdom Vision may
experience problems; delays, expenses, and difficulties
sometimes encountered by an enterprise in Kingdom Vision's
stage of development, many of which are beyond Kingdom
Vision's control. These include, but are not limited to,
unanticipated problems relating to the development of the
network, manufacturing costs, production and marketing
problems, additional costs and expenses that may exceed
current estimates, and competition.
PLAN OF DISTRIBUTION
Determination of Aggregate Offering Price. The offering price
and other terms of the Series KV preferred shares were
arbitrarily determined by Kingdom Vision.
<PAGE>14
Plan of Distribution. The Series KV preferred are being
offered on a best efforts basis by Gilchrist Securities
Company, Inc., a registered broker-dealer with the National
Association of Securities Dealers, Inc. with offices in
Atlanta, Georgia and Birmingham, Alabama.
Gilcrest has received $10,000 and will receive an additional
$40,000 during the course of the offering for expenses plus a
5% commission on sales made by Gilcrest. Additionally,
Gilcrest will receive options to purchase 50,000 Series B
common shares at the option price of $5.50 per Series B share
expiring December 31, 2002.
No Escrow Account There is no minimum offering amount.
Kingdom Vision has not established an escrow account.
Offering Period. The offering period will commence on the date
of this prospectus and will terminate on June 30, 2001.
MANAGEMENT
Executive Officers and Directors
Our executive officers, directors, and key employees and their
business experience follows:
<TABLE>
<S> <C>
Name Position
Dr. Mark Hanby, age Chairman and Chief Executive
Officer
Randall Worley, age President and Director
Dale Hill, age Senior Vice President/Technical
Productions and Director
Carl Thompson, age Senior Vice President/Corporate
Development
Mark D. Hanby, II, age Executive Vice President
Chief Operations Officer
Arlen Best, age Vice President Marketing/Public
Relations
Dale Bronner, age Director
Marc Harris, age Director
Eddie Long, age Director
Clarence McClendon, age Director
Earl Paulk, age Director
Carlton Pearson, age Director
Malcolm Crawford, age 69 Director
Dr. Mark Hanby is the son of pioneering ministry parents and
graduated Valedictorian of his high school in New York, while
accumulating college credits from Columbia University through
the New York State Advanced Student Regents Program. At age
18 he made the decision to continue in ministry. In 1966, he
accepted the pastoral responsibility of a small congregation
in Fort Worth, Texas, which became Truth Church, one of the
first fully integrated "mega-churches" of this era, where he
served until 1986. Located on more than 90 acres, Truth
Church included a 3,000 plus seat auditorium, multi-ministry
facilities, 40 townhouses, and a joint ventured 790-unit
apartment complex. With a focus on world missions, Truth
Church became a foundation for outreach, supporting 110
ministry families worldwide. Pastor Hanby's personal interest
in world missions includes ministering in 60 countries on six
continents. Dr. Hanby also initiated and developed Wide World
Ministries College of Spiritual Concepts and Music Ministry,
recruiting students from across the country. He also founded
the Wide World of Truth television program, one of the first
church congregation-type programs on the Christian
Broadcasting Network, which aired weekly in more than 1,000
cities. After resigning his pastorate in 1986, Dr. Hanby
launched The Mark Hanby Ministries, from which he has preached
around the world, independent of denominational boundaries.
Dr. Hanby speaks at approximately 30 engagements per year,
with audiences up to 25,000. Dr. Hanby is accepted as a
"father in ministry" to more than 70 "Master Builder Sons" and
gives oversight and covering to many others. He is a leading
participant in key Christian national and international
conferences. Dr. Hanby has seven published books, numerous
<PAGE>15
ministerial audio and video tape series, and an estimated
3,500 audio tapes in archives at Beyth Shan Foundational
Ministries. During his itinerate and early pastoral work, Dr.
Hanby earned a double Masters Degree in Ministry and Theology
from American Bible School, Chicago, Illinois, and was awarded
an honorary Doctorates in Ministry and Theology, as well as
Masters Degrees in Theology. His dissertation, "The Renewing
of the Holy Spirit," became the first of his writings to be
published.
Dale Hill, since 1986, has been the President of The Broadcast
Group, Inc. The Broadcast Group provides complete
broadcasting, production, and media services to individual and
corporate clients. From 1982 to 1986, Mr. Hill was Executive
Vice President, Broadcasting, of the PTL Television Network in
Charlotte, North Carolina. His duties included manager of the
television operations division and the satellite network
division. He was the President of Sunrise Enterprises in
Dallas, Texas, 1981 to 1982; President of Video Ventures, Inc.
in Rocky Mount, North Carolina from 1978 to 1981; the
Operations Manager of the Broadcast Division of the PTL
Television Network in Charlotte, North Carolina from 1974 to
1977; and worked for Network Operations at Trinity
Broadcasting in Santa Ana, California during 1973. His history
also has included serving as Operational Manager of Channel 16
in Greenville, South Carolina, 1973; and Production
Supervisor/Television Director for the Christian Broadcasting
Network ("CBN") from 1966 to 1972. His television network
clients include NBC, ABC, CBS, ESPN, CBN, PTL, TBN and
SHOWTIME. He is a veteran of television broadcasting and is
one of the pioneers of Christian television and international
satellite technology. This involves consulting on total media
image to the design of facilities and training of both
technical and creative personnel to networks operations. He
has had hands-on experience in every aspect of media
presentation, television management, and production. As a
successful television director, he has created many daily
syndicated programs and international ministries programs and
traveled around the world, producing documentaries and special
events, providing consulting services to various major
ministries, and creating programming for national cable
networks.
Pastor Randall Worley has been involved in full-time Pastoral
and itinerate ministry for the last 22 years. In 1991, he
became the Pastor of Lifespring Church in Charlotte, North
Carolina. Under his leadership, the congregation has gown
from 18 to several hundred and the ministry has expanded to
include a 40-acre church campus with over 40,000 square feet
of facilities, where he founded and developed a curriculum for
a two-year School of Ministry to develop pastors and leaders.
Many graduates have gone on to serve in various places in the
world as pastors, evangelists, and missionaries. Pastor
Worley has traveled extensively in the United States, speaking
in churches, conferences, and leadership seminars. He also
serves as an overseer to many churches in the United States
and abroad. His involvement with missions has taken him to
eight countries on four continents. Pastor Worley's audio
teaching tapes and newsletters have been distributed
throughout the world. He has been awarded a B.A. Degree in
Bible Studies from East Coast Bible College and a Master's
Degree in Education from Winthrop University.
Carl Thompson was the co-founder of AmeriVision
Communications, Inc. in 1991 and he served as Co-Chief
Executive Officer from 1991 until his resignation in 1998.
Under Mr. Thompson's leadership, AmeriVision and its
affiliate, LifeLine Communications, grew to revenues of over
$120,000,000 and contributed more than $45 million to
nonprofit organizations and charities nationwide (more than
$1,000,000 to pro-family organizations, Christian ministries,
and conservative causes). This exponential growth, with over
1,200 shareholders, made AmeriVision a leader in the "Affinity
Marketing" of long distance and other telecommunications
services to individuals and organizations that support strong
family values such as Concerned Women for American, Christian
Broadcasting Network, Trinity Broadcasting Network, and
Christian Coalition. Also, markets AmeriVision served under
<PAGE>16
the LifeLiner Service Mark, while donating approximately 10%
of designated revenues to organizations and churches
supporting AmeriVision's strong family values. This makes
AmeriVision the largest affinity-based marketing reseller of
telecommunications services to nonprofit organizations in the
Series B Common shared states. Mr. Thompson's resignation was
based upon his belief that AmeriVision was deviating from its
Kingdom of Christ mission, including a dedication to multi-
racial support. Since 1998, Mr. Thompson has been involved in
the development of over 135 acres in the Edmonds, Oklahoma
residential suburb in what he designated The Eagle's Cove, a
private estate community with multi-million dollar homes on
two to three acres.
Mark D. Hanby, II has been an Area Developer for the national
chain of Schlotzsky's Restaurant in Arizona, California,
Kentucky and Tennessee. During his tenure, since 1992, he has
been responsible for and contributed to the strategic
planning, development, and opening of over 70 new Schlotzsky's
Restaurants. In his former state territory, from 1989 to
1992, he served as Vice President of Marketing for Pace
Setters Seminars of America. He attended Dallas Baptist
University.
Arlen Best has served as President and Chief Executive Officer
of Kingdom Vision Technology since its inception. Mr. Best
also founded Apex Management Group, Inc. (an artist management
group for Christian Gospel talent), and Millennium II
Consulting, Inc. in 1998, and has served as the President and
Chief Executive Officer of both corporations since inception.
Mr. Best also served as the National Vice President of United
Minority Contractors Association - Resource Group, Inc. From
1996 to 1998 he served as Vice President of Marketing and
Sales of AmeriVision Communications, Inc., another Christian-
based telecommunications company. He served as Chief
Operations Administrator of Executive Management Services,
Inc. (a national marketing firm for implementation of
"affinity programs" for non-profit organizations) from 1994 to
1995; Chief Operations Administrator of The Executive Group,
Inc. from 1994 to 1995; and President and Chief Executive
Officer of Best-Way Enterprises, Inc. Arlen had guaranteed
certain payments for three Mississippi companies where he
served as a senior executive and, upon default, he sought the
protection of the Federal bankruptcy courts for the discharge
of those companies' debts in 1996. Mr. Best has also served
the ministry since 1981.
Malcolm D. Crawford, General Counsel (ex-officio member of the
Board) is president of his Denver-based national corporate
finance and securities law firm (since 1960). Mr. Crawford
served as Legal/Financial Attache to the American Embassy in
London, England, and Paris, France through presidential
appointment; as Associate Professor of Law at the Universities
of San Francisco and Denver Law School; and was a member of
the Department of Economics at Yale College and Albertus
Magnus College (New Haven, Connecticut). Mr. Crawford has
been awarded a B.A. Degree in Economics/Finance (with Honors)
from the University of Colorado; an M.A. Degree from
Harvard/Tufts Fletcher School of International Law and
Diplomacy and a J.D. Degree from the Yale Law School.
Reverend Dale C. Bronner is the Founder and Senior Pastor of
Word of Faith Family Worship Center, a seven-year-old
interdenominational ministry thriving with more than 3,500
members. He is the author of numerous articles for the
Atlanta Metro Newspaper and Upscale Magazine, a contributing
writer for the books Man Power and Failure-The Womb of
Success, and is the author of the book entitled Get a Grip.
He ministers to the Atlanta area via a daily telecast on the
Atlanta Inter-Faith Network and via a daily radio broadcast on
"Love 86" (860 am). Rev. Bronner serves on the Board of
Governors for the Christian Men's Network and is a member of
the American Association of Christian Counselors, the Board of
Directors, and is part owner of Bronner Brothers Manufacturing
Company, a multi-million dollar family-owned corporation that
has been in the hair care business for over fifty years. He
is a graduate of Morehouse College, where he finished as the
<PAGE>17
top student in the field of religion. He is presently working
towards his Doctor of Ministry Degree from Christian Life
School of Theology.
Marc Harris is the founder and President of Pinnacle
Entertainment and President and CEO since 1997, and has a 13-
year history in the music entertainment industry. Marc has
performed on, written, arranged, and produced prerecorded
music in excess of thirty albums throughout his career. These
albums have generated over $35 million dollars in revenue for
such companies as Sony, Arista, Capitol, MCA-Universal, Warner
Bros., Atlantic, EMI, Benson, Sparrow, AIR, Malaco, and Savoy
Records. A variety of these projects have surpassed the
"Gold" (500,000) and "Platinum" (1,000,000) sales levels, and
earned industry recognition through Grammy, MTV, Soul Train,
Stellar, and Dove Awards. Marc's in-depth musical knowledge,
skills, and experience have resulted in his creative work
being embodied into the works of such talented songwriters,
producers, and artists as Kenneth "Baby Face" Edmonds, R.
Kelly, Whitney Houston, Toni Braxton, Amy Grant, Michael
McDonald, Kirk Franklin, Carmen, After 7, The Winans, BeBe &
CeCe Winans, Yolanda Adams, Walter Hawkins, and The Clark
Sisters.
Bishop Eddie L. Long has been the pastor of New Birth
Missionary Baptist Church in Decatur, Georgia since 1987,
during which time the congregation increased from 300 to
approximately 24,000, with a 7,500 seat complex currently
under construction in Lithonia, Georgia. This expansion
includes television broadcasts on Trinity Broadcasting
Network, ABC, BET, German television, and the United States
Armed Forces station. He has been named as one of America's
125 most influential leaders. He is the founder and CEO of
Faith Academy, New Birth's School of Excellence, the Vice
Chairman of the Morehouse School of Religion Board of
Directors, and received the 1999 Legacy Award from Big
Brothers Big Sisters of Metro Atlanta. Bishop Long is the
author and producer of numerous series, as well as his
publications: I Don't Want Delilah, I Need You, and Taking
Over, books he has written about male/female relationships and
about changing the traditional perspective of the church,
respectively. Bishop Long has been awarded a B.A. Degree in
Business Administration from North Carolina Central University
and an M.A. Degree in Divinity from Atlanta's
Interdenominational Theological Center. He has been awarded
honorary doctorate degrees from this undergraduate college and
from Beulah Heights Bible College, where he served as an
adjunct professor.
Bishop Clarence E. McClendon, DD, currently serves as the
Senior Pastor of the Church of the Harvest located in the
inner city of Los Angeles with 12,000 members. He is the
founder and president of Harvest Fire, Inc., a ministry that
encompasses weekly national and international television and
radio broadcasts accessible to 200,000,000 homes throughout
North American, Europe, Africa, and South
America. Bishop McClendon serves on the Bishop's Counsel of
the Full Gospel Baptist Church Fellowship. He received his
Doctorate of Divinity from the Baptist Christian University
International of Orlando, Florida.
Bishop Earl Paulk is the Senior Pastor of the Cathedral at
Chapel Hill in metro Atlanta, Georgia and he serves on the
governing board of the International Charismatic Bible
Ministries as a founding Trustee. He has also served on the
Executive Committee of Churches United in Global Mission,
founded by Robert Schuller. Locally, he serves on various
boards, including the Atlanta Religious Mobilization Against
Crime, and Tikkun Ministries, a Jewish ministry. Bishop Paulk
has written over fifteen books on the role of the church in
modern society. He serves as President of Earl Paulk
Institute, the Cathedral's Bible School, which is a post-
secondary school offering Bachelors and Associates degrees, as
well as continuing education certificates. He holds a B.A.
Degree from Furman University, a Master of Divinity Degree
from Candler School of Theology at Emory University, a Doctor
of Theology Degree, as well as a Doctor of Divinity Degree.
He was named to the Office of Bishop in the International
<PAGE>18
Communion of Charismatic Churches in 1982. Currently, Bishop
Paulk is Presiding Bishop of the International Communion of
Charismatic Churches.
Bishop Carlton Pearson is the Presiding Bishop of over 500
churches and ministries through the Azusa Interdenominational
Fellowship of Christian Churches and Ministries and has
pastored Higher Dimensions Family Church for over 18 years,
which has a congregation of over 5,000 members, in Tulsa,
Oklahoma. For more than twelve years, Bishop Pearson has been
the host and overseer of the annual AZUSA Conferences, held
each year in Tulsa, and AZUSA Coast-to-Coast Conferences
across America. In 1997, AZUSA held its first International
Conference in Durban, South Africa, and he is the founder and
president of Higher Dimensions Ministries, a multi-faceted
ministry. He is a Stellar Award-winner and Dove Award
nominated recording artist, with three successful albums on
the Warner Alliance record label, including Carlton Pearson
and the Higher Dimensions Choir LIVE! and Carlton Pearson Live
at Azusa. Carlton Pearson Live at Azusa 2; Precious Memories,
won a Stellar Award for "Traditional Male Vocalist of the
Year." His latest album, Carlton Pearson: Live at Azusa 3:
Reminding the Saints of the Hope, has just been released on
the Atlantic Records label. Carlton serves on the Board of
Regents at Oral Roberts University, and the Board of Trustees
of the International Charismatic Bible Ministries. His weekly
television program is "AZUSA - Your Best is Yet to Come."
National Executive Council. Kingdom Vision has a National
Executive Council to give guidance for their ministries,
initially consisting of the following individuals, giving
Kingdom Vision a national presence in the Christian Ministry.
</TABLE>
<TABLE>
<S> <C>
Dale A. Allison, Jr. Church and Ministry Consultants,
Blairsville, Georgia
Ilene Andrews Administrator, Mark Hanby
Ministries
Chattanooga, Tennessee
Dean Baubach Secretary/Financial Advisor,
Mark Hanby Ministries,
Chattanooga, Tennessee
Pastor Robert Gonzalez House to House Ministries,
Temecula, California
Fred Hammond Pres. & CEO, Face-to-Face
Productions,
Southfield, Michigan
Pastor Kimble Knight Cool Springs Church,
Brentwood, Tennessee
Bishop Adolph Ludd Christian Tabernacle World
Ministries,
Federal Way, Washington
Anna McCoy CEO, RMC Group,
New York, NY
Bishop Andrew Merritt Straight Gate Church,
Detroit, Michigan
Marva Mitchell Revival Center Ministries,
Dayton, Ohio
Don Nori President, Destiny Image
Publishing,
Shippensburg, Pennsylvania
Dell Sanchez The Life Chapel,
San Antonio, Texas
Bishop Thomas Weeks Greater Bethel Apostolic Temple,
Wilmington, Delaware
Reggie White President, Urban Hope
Green Bay, Wisconsin
</TABLE>
Remuneration. Initial compensation to the executive officers
is anticipated to be limited to only a $8,000 monthly salary
for Mark D. Hanby, II for his services as Executive Vice
President and Chief Operations Officer. The Broadcast Group,
Inc. (Dale Hill, President) will receive $8,000 a month for
consulting fees.
<PAGE>19
Employee Incentive Stock Option Plan. The shareholders and
the directors, at their organizational meeting, adopted an
Employee Incentive Stock Option Plan pursuant to the
regulations of the Internal Revenue Service. The Plan
provides for a pool of authorized, but unissued Series B
common shares to be reserved for issuing to key executives,
employees and consultants pursuant to the Plan. Up to
2,500,000 options may be granted. The Board of Directors
plans to elect a compensation committee to award the options
from time to time. Committee members may not be grantees
while serving.
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of the
common stock of Kingdom Vision by each of Kingdom Vision's
directors and executive officers, and as a group. The
beneficial owner has sole voting and investment power with
respect to the Securities indicated.
There are currently 2,000,000 Series A common shares and
6,502,000 Series B common shares outstanding. There are no
Series KV preferred outstanding.
The following tabulates holdings of Series A and B common
shares of Kingdom (on a fully diluted basis) by each person
who, subject to the above at the date of this memorandum,
holds of record or is known by management to own beneficially
more than 5.0% of the Series A and B common shares and, in
addition, by all directors and officers of Kingdom Vision
individually and as a group.
<TABLE>
<CAPTION>
Percentage
Number & Class of Series B Prior
to
Name and Address of Shares offering
<S> <C> <C>
Beyth Shan Foundational Ministries(2) 2,130,000 Series B 32.76%
P.O. Box 8093 1,200,000 Series A 60.00%
Chattanooga, TN 37414
Dale Hill 500,000 Series B 7.69%
P.O. Box 6986 400,000 Series A 20.00%
Chesapeak, VA 23323
Eddie Long 400,000 Series B 6.15%
2778 Snnapfinger Road
Decatur, GA 30034
Randall Worley 400,000 Series B 6.15%
9149 Henry Harris Road 200,000 Series A 10.00%
Ft. Mill, SC 29715
Carl Thompson 400,000 Series B 6.15%
3600 Eagles Landing
Jones, OK 73049
Mark Hanby II 400,000 Series B 6.15%
3752 E. Tanglewood 200,000 Series A 10.00%
Phoenix, AZ 85048
Dale Bronner 300,000 Series B 4.61%
8959 Peach Ct.
Jonesboro, GA 30236-5359
Arlen Best 300,000 Series B 4.61%
1905 Ridge Crest Road
Edmond, OK
Earl Paulk 250,000 Series B 3.84%
1000 Cathedral Place
Decatur, GA 30034
Clarence McClendon 250,000 Series B 3.84%
2600 South Labrea Avenue
Los Angeles, CA 90016
<PAGE>20
Marc Harris 250,000 Series B 3.84%
438 English Ivy Drive
Nashville, TN 37211
Carlton Pearson 250,000 Series B 3.84%
8621 South Memorial Drive
Tulsa, OK 74133-4308
All Directors & Officers
as a group (12 persons) 5,830,000 Series B 89.66%
-------------------
Pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended, beneficial ownership of a security consists
of sole or shared voting power (including the power to vote or
direct the voting) and/or sole or shared investment power
(including the power to dispose or direct the disposition)
with respect to a security, whether through a contract,
arrangement, understanding, relationship, or otherwise.
Unless otherwise indicated, each person indicated above has
sole power to vote, or dispose or direct the disposition of
all shares beneficially owned, subject to applicable community
property laws.
(2)The Beyth Shan Foundational Ministries also own 1,200,000
shares of the Series A common shares; Dale Hill owns 400,000
(20%), and Pastor Worley and Mark D. Hanby, II each own
200,000 shares (10%). The Series A shares are junior to the
Series B common shares in distribution of dividends and
assets.
We do not know of any arrangements, including any pledge by
any personnel, which would result in the change and control of
Kingdom Vision.
All of the above shares have been, and will be, issued for
services rendered in lieu of payment of cash received by the
recipient and in lieu of cash payments made by the recipients.
DESCRIPTION OF COMPANY SECURITIES
Kingdom Vision is authorized to issue 10,000,000 Series A
common shares, no par value per share, 40,000,000 Series B
common shares, no par value per share, and 25,000,000
preferred shares. As of the date hereof, there are 2,000,000
Series A common shares outstanding, 6,502,000 Series B common
shares outstanding, and no shares of preferred stock have been
issued.
Common Stock
The holders of the Series A common shares are entitled to ten
votes per share and the holders of Series B common shares are
entitled to one vote per share with respect to all matters on
which holders of Kingdom Vision's common stock are entitled to
vote. However, they are junior in priority to the Series B
common shares and the Series B shareholders must receive an
amount equal to the initial purchase price of their shares
before the Series A shareholders share pro-ratably in any
dividends or distribution of assets. Holders of the Series B
common shares have the right to dividends from funds legally
available therefore, when, as and if declared by the Board of
Directors and are entitled to share ratably in all of the
assets of Kingdom Vision available for distribution to holders
of shares of Series B common shares upon liquidation,
dissolution, or winding up of the affairs of Kingdom Vision.
Holders of common stock do not have preemptive, subscriptive,
or conversion rights. The common stock does not have
cumulative voting rights. As a result, the existing Series A
shareholders of Kingdom Vision have the power to retain
control over Kingdom Vision, despite any accumulation of
common stock pursuant to this offering.
<PAGE>21
Preferred Stock
Kingdom Vision's articles of incorporation authorize the
issuance of 25,000,000 shares of no par value preferred stock.
The board of directors of Kingdom Vision are authorized to
issue the preferred stock from time to time in Series And are
further authorized to establish such series, to fix and
determine the variations in the relative rights and
preferences as between series, to fix voting rights, if any,
for each series, and to allow for the conversion of preferred
stock into common stock.
Transfer Agent. Corporate Stock Transfer of Denver, Colorado
acts as the transfer agent for Kingdom Vision.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the
securities offered hereby will be passed upon by the law firm
of Malcolm D. Crawford and Associates, 3631 East Seventh
Avenue Parkway, Denver, Colorado 80206.
There is no litigation pending or, to our knowledge,
threatened to which the property of Kingdom Vision is subject
or to which Kingdom Vision may be a party. No such
proceedings are known to be contemplated by governmental
authorities or any other parties.
REPORTS
Pursuant to the Rules and Regulations of the Securities and
Exchange Commission, we will provide our Investors with Annual
Reports containing audited financial statements, together with
Quarterly Reports containing unaudited financial statements
and Interim Reports containing information regarding relevant
information about the operations of Kingdom Vision.
FINANCIAL STATEMENTS
The Kingdom Vision financial statements from inception to
March 8, 2000 have been audited by John M. Arledge &
Associates, Inc., certified public accountants.
<PAGE>22
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of
Kingdom Vision Network, Inc.
We have audited the accompanying balance sheet of Kingdom
Vision Network, Inc. (the "Company") as of March 8, 2000, and
the related statements of operations, shareholders' equity,
and cash flows for the period then ended. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Kingdom Vision Network, Inc. as of March 8, 2000,
and the results of its operations and cash flows for the
period then ended in conformity with generally accepted
accounting principles.
John M. Arledge & Associates, Inc.
Edmond, Oklahoma
March 13, 2000
<PAGE>23
KINGDOM VISION NETWORK, INC
BALANCE SHEET
MARCH 8, 2000
ASSETS
Cash $157,300
Prepaid Expenses 10,000
Total Assets $167,300
LIABILITIES AND EQUITY
Shareholder payable 10,000
Total Liabilities 10,000
Common Stock 157,300
Total Liabilities and Equity 167,300
See accompanying notes and independent auditor's report.
<PAGE>24
KINGDOM VISION NETWORK, INC
STATEMENT OF OPERATIONS
For the initial Period March 3 through March 8, 2000.
Total Revenue None
Total Expenses None
Net Income None
See accompanying notes and independent auditor's report.
<PAGE>25
KINGDOM VISION NETWORK, INC
STATEMENT OF SHAREHOLDERS EQUITY
For the initial Period March 3 through March 8, 2000.
Beginning Balance None
Net Income None
Issuance of Common Stock 157,300
Total shareholder's Equity $157,300
See accompanying notes and independent auditor's report.
<PAGE>26
KINGDOM VISION NETWORK, INC
STATEMENT OF CASH FLOWS
For the initial Period March 3 through March 8, 2000.
Cash flows from operating activities None
Cash flows from investing activities None
Cash flows from financial activities
Issuance of Common Stock 157,300
Net cash provided by financing activities 157,300
Net increase in cash 157,300
Cash at beginning of period -
Cash at end of period 157,300
See accompanying notes and independent auditor's report.
<PAGE>27
KINGDOM VISION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
March 8, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. REPORTING ENTITY
Kingdom Vision Network, Inc. (the "Company") was incorporated
in the State of Colorado on March 3, 2000. The principal
business of the Company is to provide religious and moral
electronic services, including a national television network,
communications services and family-oriented products.
B. BASIS OF ACCOUNTING
The Company prepares its financial statements on the accrual
basis of accounting and in accordance with generally accepted
accounting principles.
C. CASH AND CASH EQUIVALENTS
The Company has defined cash and cash equivalents as cash and
investment items having an original maturity of three months or less
when purchased.
2. CAPITALIZATION
The Company is authorized to issue 50,000,000 shares of common stock,
no par value, and 25,000,000 shares of preferred stock, no par value.
As of March 8, 2000, there are 6,425,000 Series B common shares issued
and outstanding.
The Board of Directors have authorized a Private Placement Memorandum
be filed with the Securities and Exchange Commission pursuant to
Regulation D, Section 505 of the Securities Act of 1933 as amended for
an aggregate of not less than $3,000,000.
In addition, the Board of Directors has authorized the Company to take
stock subscriptions with said funds to be placed in an escrow account
at a bank to be designated and released into the Corporation's
treasury at such time as the subscribers have received their copy of
the Private Placement Memorandum and have executed the subscription
agreement that is attached to the Private Placement Memorandum.
Subsequent to the balance sheet date, $30,500 has been received.
3. EMPLOYEE INCENTIVE STOCK OPTION PLAN
The shareholders and the directors, at their organizational
meeting, adopted an Employee Incentive Stock Option Plan ("the Plan")
pursuant to the regulations of the Internal Revenue Service. The Plan
provides for a pool of authorized, but unissued Series B Common shares
to be reserved for issuing to key executives and employees pursuant to
the Plan. Up to 2,500,000 options may be granted.
4. RELATED PARTY TRANSACTION
The Company has recorded the sum of $10,000 paid for the
initial preparation of the Private Placement Memorandum by a member of
the Board of Directors, properly recorded as prepaid legal expense and
shareholder payable on the balance sheet.
<PAGE>28
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
The Colorado Corporation Code grants to Kingdom Vision the power to
indemnify the officers and directors of Kingdom Vision, under certain
circumstances and subject to certain conditions and limitations as
stated therein, against all expenses and liabilities incurred by or
imposed upon them as a result of suits brought against them as such
officers and directors if they act in good faith and in a manner they
reasonably believe to be in or not opposed to the best interests of
Kingdom Vision and, with respect to any criminal action or proceeding,
have no reasonable cause to believe their conduct was unlawful.
Our bylaws provide as follows:
Kingdom Vision shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of Kingdom
Vision, by reason of the fact that he is or was a director, officer,
employee, fiduciary or agent of Kingdom Vision or is or was serving at
the request of Kingdom Vision as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses (including attorney
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in the best interest of Kingdom Vision and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit, or 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 reasonably believed to be in the best interest of
Kingdom Vision and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.
Kingdom Vision shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of Kingdom Vision to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of Kingdom Vision or is or was
serving at the request of Kingdom Vision as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against expenses (including attorney fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in the best interest of Kingdom
Vision; but no indemnification shall be made in respect of any claim,
issue, or matter as to which such person has been adjudged to be
liable for negligence or misconduct in the performance of his duty to
Kingdom Vision unless and only to the extent that the court in which
such action or suit was brought determines 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 indemnification for such expenses which such court deems
proper.
To the extent that a director, officer, employee, fiduciary or agent
of Kingdom Vision has been successful on the merits in defense of any
action, suit, or proceeding referred to in the first two paragraphs of
this Article VII or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses (including attorney fees)
actually and reasonably incurred by him in connection therewith.
Any indemnification under the first two paragraphs of this Article VII
(unless ordered by a court) shall be made by Kingdom Vision only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee, fiduciary or agent
is proper in the circumstances because he has met the applicable
standard of conduct set forth in said first two paragraphs. Such
determination shall be made by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or, if such quorum is not obtainable or
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or by the shareholders.
<PAGE>29
Expenses (including attorney fees) incurred in defending a civil or
criminal action, suit, or proceeding may be paid by Kingdom Vision in
advance of the final disposition of such action, suit, or proceeding
as authorized in this Article VII upon receipt of an undertaking by or
on behalf of the director, officer, employee, fiduciary or agent to
repay such amount unless it is ultimately determined that he is
entitled to be indemnified by Kingdom Vision as authorized in this
Article VII.
The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under the Articles of Incorporation, any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise, and any
procedure provided for by any of the foregoing, both as to action in
his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased
to be a director, officer, employee, fiduciary or agent and shall
inure to the benefit of heirs, executors, and administrators of such a
person.
A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, fiduciary or agent
of Kingdom Vision or who is or was serving at the request of Kingdom
Vision as a director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not
Kingdom Vision would have the power to indemnify him against such
liability under the provisions of this Article VII.
Item 25. Other Expenses of Issuance and Distribution
Expenses in connection with the issuance and distribution of the
common stock being registered hereunder other than underwriting
commissions and expenses, are estimated below.
Registration fee $5,828.00
Printing expenses 5,000.00
Accounting fees and expenses 15,000.00
Legal fees and expenses 45,000.00
State securities law fees
and expenses 10,000.00
Stock Transfer Escrow Agent Fees 1,500.00
Miscellaneous expenses 2,000.00
---------
Total 84,328.00
=========
Item 25. Recent Sales of Unregistered Securities
The Company's shares of Series A and Series B common stock were issued
to management and advisory board members for no cash consideration,
but for services rendered in reliance upon the except transactions
section contained in Sections 4(2) and 4(6) of the Securities Act of
1933, and comparable state regulations.
Item 27. Exhibit Index.
</TABLE>
<TABLE>
<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation dated
March 3, 2000
(3.1) Bylaws
(4) Specimen certificate for common stock
(5) Consent and Opinion of Malcolm Crawford regarding
legality of securities registered under this
Registration Statement and to the references to
such attorney in the prospectus filed
as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
<PAGE>30
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of John M. Arledge & Associates, Inc.,
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
</TABLE>
Item 28. Undertaking.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation form the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, , the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any additional or changed material information on the
plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act, we shall treat each such post-effective amendment as a
new registration statement of the securities offered, and the offering
of the securities at that time shall be deemed to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) to supplement the prospectus, after the end of the subscription
period, to include the results of the subscription offer, the
transactions by the underwriters during the subscription period, the
amount of unsubscribed securities that the underwriters will purchase
and the terms of any later reoffering. If the underwriters make any
public offering of the securities on terms different from those on the
cover page of the prospectus, we shall file a post-effective amendment
to state the terms of such offering.
(c) Not applicable.
(d) to provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and
registered in such names as required by the underwriter to permit
prompt delivery to each purchaser.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer 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.
<PAGE>31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized
in Fort Mill, South Carolina, as of the 31st day of May, 2000.
Kingdom Vision Network, Inc.
By /s/ Randall Worley
------------------------
Randall Worley
President and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated and
each of the undersigned persons, in any capacity, hereby severally
constitutes a majority of the Board of Directors.
<TABLE>
Signature Title Date
--------- ------ -----
<S> <C> <C>
/s/ Dr. Mark Hanby Chairman and CEO May 31, 2000
----------------------
Dr. Mark Hanby
/s/ Randall Worley
---------------------- President and Director May 31, 2000
Randall Worley
/s/ Dale Hill
--------------- Senior Vice President May 31, 2000
Dale Hill and Director
/s.Carl Thompson
----------------- Senior Vice President/Director May 31, 2000
Carl Thompson
/s/Mark D. Hanby, II
------------------- Executive Vice President May 31, 2000
Mark D. Hanby, II COO
/s/Arlen Best
----------------- Vice President of Marketing May 31, 2000
Arlen Best and Director
/s/Dale Bronner
-------------------- Director May 31, 2000
Dale Bronner
/s/Marc Harris
-------------------- Director May 31, 2000
Marc Harris
/s/Eddie Long
-------------------- Director May 31, 2000
Eddie Long
/s/Clarence McClendon
-------------------- Director May 31, 2000
Clarence McClendon
/s/Earl Paulk
-------------------- Director May 31, 2000
Earl Paulk
/s/Carlton Pearson
-------------------- Director May 31, 2000
Carlton Pearson
</TABLE>
