<PAGE>2
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 31, 2000
REGISTRATION NO. 333-39942
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 3 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KINGDOM VISION
(Exact name of registrant as specified in its charter)
Colorado 4833 62-1813306
(State of (Primary standard industrial (I.R.S. employer
Incorporation) classification code number) identification number)
377 Carowinds Blvd., Suite 101,
Fort Mill, SC 29715
(803) 547-8950
(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:
Steven Allison
86 Town Square
P.O. Box 2012
Blairsville, Georgia 30512
(706) 745-2210
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
$3.00 per Series KV Voting Preferred Share
Series KV voting preferred shares have one vote per Series KV voting
preferred share. The Series KV voting preferred shares do not have
dividend preferences or liquidation preferences. Each Series KV
voting preferred share is convertible into one Series B common share
commencing December 31, 2001.
There is no minimum offering amount.
No escrow account has been established.
We are a Christian based for-profit corporation and are
developing a Christian entertainment television network. The
mission of Kingdom Vision is to develop and provide 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.
We have had no revenues. We have never had more than minimal
operations or assets.
You will not get your money back, even if we raise
insufficient capital to accomplish our business plan.
_________________________
This is our initial public offering and no public market
current exists for our securities.
An investment in our securities involves high risk. 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
Commissions .30 2,100,000
Proceeds to Kingdom Vision $2.85 $18,900,000
_________________________
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: December 29, 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
Certain Transactions 17
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
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.
We have a branch office located at 2033 East Warner Road, Suite 112,
Tempe, Arizona 85284. These offices are approximately 1,500 square
feet with a rental of $2,700 per month for a three-year period.
Outstanding
Securities There are presently outstanding 2,000,000 Series A
common shares and 8,919,875 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. A small
number of Series A stockholders may continue to control Kingdom
Vision.
Operations We are developing a Christian entertainment television
network. The mission of Kingdom Vision is to develop and provide
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.
We have never had any significant operations nor have we generated any
revenue. We have minimal assets.
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 December 31, 2001.
The offering period will commence on the date of this prospectus and
will terminate on June 30, 2001.
Arbitrary Offering Price The aggregate offering price and number of
the Series KV voting preferred shares to be offered were arbitrarily
determined by Kingdom Vision.
Plan of Distribution The Series KV preferred are being offered on a
self underwritten basis by officers and directors of Kingdom Vision.
The Series KV preferred may be offered selected broker/dealers.
Selected broker/dealers, if any, will receive the standard industry
commission not to exceed 10% of the offering price.
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
completion of family network building, lease of production office,
production of network, cable agreement, staff and salaries, legal and
accounting, PromiseVision/SD Eye and general corporate purpose.
Kingdom Vision will use the net proceeds of the offering over the next
twelve months. The minimum amount of proceeds necessary to meet our
estimated capital expenditures for the next 12 months is $3,000,000.
In the long term, we will require $21,000,000. If this offering is
not successful, we will have to pursue additional capital and debt
financing.
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. We may never achieve profitable results and
you may lose your entire investment.
<PAGE>6
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. We currently have insufficient funds to complete our business
plan. You may lose your entire investment if we cannot raise the
necessary funds and our operations cease.
We do not have sufficient working capital to complete our network. We
need to successfully complete this offering to complete our business
plan. If we cannot raise the necessary funds, our operations will
cease and you may lose your entire investment.
3. There is no minimum offering amount. We will have immediate
access to any funds raised and you may lose your entire investment.
Any funds received from this offering will be directly deposited into
the operating account of Kingdom Vision. We do not have a minimum
offering amount. If we do not raise sufficient funds to successfully
complete our business plan, you may lose your entire investment.
4. We have not established an escrow account. We will not return
any funds if we do not raise sufficient funds to successfully complete
our business plan.
There is no minimum offering amount so we did not establish an escrow
account. No funds will be returned to investors. If we do not
raise sufficient amounts to move our business plan forward, you may
lose your entire investment.
5. Due to the ten votes per share of the outstanding Series A voting
preferred shares, insiders will control Kingdom Vision
There are presently outstanding 2,000,000 Series A common shares and
9,303,755 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. Holders of the Series A common shares will control Kingdom
Vision. These insiders may have conflicts of interest between the
management of Kingdom Vision and the interests of the insiders as
shareholders.
6. 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.
7. 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.
8. 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
<PAGE>7
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.
Forward-Looking Statements
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.
Kingdom Vision
General Corporate History
Kingdom Vision, Inc. was incorporated in March 2000 under the laws of
the State of Colorado.
Kingdom Vision's executive offices are located in Fort Mills, South
Carolina. 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.
Kingdom Vision's has a branch office at 2033 East Warner Road, Suite
112, Tempe, Arizona 85284. These offices are approximately 1,500
square feet with a rental of $2,700 per month for a three-year period.
Synopsis and Summary of Television Production
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
<PAGE>8
rebroadcast the television signal to homes, either by cable or
terrestrial signal, a signal that can be receive by an antenna.
Through the means of a viewer's personal television set, the signal is
interpreted by their receiver into a visual image.
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.
Kingdom Vision currently has the following programs in production:
Kingdom Conversations - discussions with renown speakers/ teachers
led by Dr. Mark Hanby and Rev. Randall Worley - an hour program
The Finished Work - Bible teaching featuring Rev. Randall Worley -
a half hour program
Laying the Foundation - Bible teaching by Dr. Mark Hanby on church,
doctrine, government and leadership - a half hour program
Questions and Answers - Bishop Earl Paulk and prominent pastors
deal with the issues of the day - an hour program
Kingdom Vision is planning on commencing production of the following
within the next 30-90 days
Global View - inside look into the events, challenges and
lifestyles that impact people's daily lives around the work filed by
local reporters in 50 countries - a half hour daily program
Global View This Week - highlights of the week's global reports - a
half hour program
Bill Horne Sports - in depth sports coverage from this form CBS
sports commentator - a half hour daily program
Sports Week - a look at major sports events and news of the week -
a half hour program
Sports Conversation - a glimpse into the lives of sports
personalities through interviews - a half hour program
Straight Gate Presents - visits with Bishop Andrew Merritt with
interviews, events and music - a half hour daily program
Religiously Incorrect - a panel of diverse opinions on
controversial topics through the diversity of religious belief - an
hour daily program
World Conference - live programs from Bible and teaching
conferences in the world
Christian concerts - Marc Harris hosts Christian music concerts
from around the country - three hours on Saturday
Cathedral of the Holy Spirit - live early church service from
Atlanta - Sunday
Church of the Harvest International - live church service from Los
Angeles
Higher Dimensions - Sunday evening service from Tulsa
Kingdom Vision is currently negotiating the purchase through
syndication of past family type television shows.
Production Facilities and Transponders
Our current plans for television for the Kingdom Vision Network are as
follows:
<PAGE>9
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.
We intend to implement create several production facilities complete
with all required equipment, both fixed and mobile.
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 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.
Due to the high cost of purchasing remote trucks (ranging from
$750,000 to $1,800,000 per truck) we are leasing four remote trucks on
an as needed basis until it becomes economically feasible to purchase
them and any additional trucks required.
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.
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
<PAGE>10
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. A network
attempts to sign-up with an MSO because that brings it so many more
homes than trying to go to each small system individually. Obviously,
our goal is to go after the MSOs.
We have spoken with Dish Network and they have agreed to evaluate
our network for placement on their network as soon as they can monitor
our programming from the satellite. As soon as we are on the air,
they will begin viewing us for evaluation purposes. Additionally,
Time Warner and Cox cable has verbally agreed to allow an evaluation
period as soon as we are on the air to see if they will allow us on
their cable programming.
We are looking at many ways to develop markets which compete with
other networks that are present on satellite or cable providers and
markets which involve both satellite and cable providers. These
developments 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.
- The third key ingredient is the exclusive programming that will
be created by Kingdom Vision.
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.
<PAGE>11
We are taking an analog transponder and breaking it up into four
digital transponders because it is 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 are a broadcaster or cable company determines when that
has to happen. Our philosophy is based on the idea 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
- 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 15%
Sitcoms, Mini-Series & Movies 10%
News 10%
Sports & Outdoors 10%
<PAGE>12
Business & Technology 10%
Health & Family 10%
Children's Programming 10%
MARKETING
Promise Vision Technology, Inc.
Kingdom Vision will be an agent for Promise Vision and will promote
the SDEye.com internet access and will receive a fee for any customer
that signs up for internet access. In addition, Promise Vision will
advertise the Kingdom Vision Network programs on its web site. When
economically feasible, Kingdom Vision shall develop our own web site
for additional advertising.
REVENUE SOURCES
Our directors, Arlen Best and Reggie White, who are also the executive
officers of Promise Vision Technology, Inc. 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.
Promise Vision has agreed to pay $15,000 a month for commercial time
during Dr. Hanby's show.
Promise 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 Promise 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.
Based on in-house research, 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
ISP-Live.com. On May 22, 2000, we entered into an agreement with
ISP-Live.com to provide portal use and services together with Virtual
Internet Service provider services, web design and e-commerce services
to Kingdom Vision for their internet programming. Kingdom Vision will
pay the standard rate for these services out of the percentage of
gross profits received from ISP-Live. This programming will allow
those who have access to the internet to receive Kingdom Vision's
programming without having to be on a cable system or involved with
satellite services.
Kingdom Vision will provide funding, in an amount yet to be determined
and business assistance as needed by ISP from each stock offering of
Kingdom Vision.
ISP-Live.com will pay Kingdom Vision a percentage of gross profits on
a monthly basis from the products and services provided by ISP-Live.
Chameleon Communications Group, Inc. Kingdom Vision entered into an
agreement with Chameleon Communications Group, Inc. on May 23, 2000 to
provide C-bank transponder or space segment capacity service on the
Telstar 7 Satellite to be used for satellite transmission service.
The term of the agreement is from August 1, 2000 through July 31,
2005. Kingdom Vision paid a security deposit of $160,000 in May
2000. At least seven days prior to commencement of service, an
additional security deposit equal to $320,000 will be paid. The
first six months monthly rate shall be $105,000 per transponder and
$160,000 per transponder each month thereafter. The first month's
service payment of $105,000 will be deducted from the initial security
deposit. The remaining deposit of $375,000 will be applied to the
<PAGE>13
last three payment on the contract unless a new contract has been
negotiated. We will use a portion of the gross profit received from
ISP-Live.com, proceeds of debt financing or from this offering to
complete the transaction.
Competition
There is significant competition in the network television and cable
industry. Kingdom Vision will compete with established companies and
other entities such as NBC, ABC, CBS, FOX Broadcasting, Discovery,
ESPN/ESPN2, HBO, PBC, USA Network, etc. Almost all of the companies
with which we compete are substantially larger, have more substantial
histories, backgrounds, experience and records of successful
operations, greater financial, technical, marketing and other
resources, more employees and more extensive facilities than the
Company now has, or will have in the foreseeable future. It is also
likely that other competitors will emerge in the near future. There
is no assurance that we will compete successfully with other
established companies. Kingdom shall compete on the basis of price
of advertising, consumer taste and quality of programming. Inability
to compete successfully might result in increased costs, reduced
yields and additional risks to the investors herein.
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.
USE OF PROCEEDS
Assuming the $2,100,000, $3,150,000, 10,000,000 or $21,000,000 of the
Series KV preferred stock is sold, the net proceeds of the offering
will be used as set forth in the following tables. There is no
minimum offering amount and we may raise insufficient capital for our
intended future operations. The minimum amount of proceeds necessary
to meet our estimated capital expenditures for the next 12 months is
$3,000,000.
<TABLE>
<CAPTION>
Assuming Assuming
$2,100,000 raised % $3,150,000 raised %
<S> <C> <C> <C> <C>
Gross proceeds $2,100,000 100.00% $3,150,000 100.00%
Commissions 210,000 10.00% 315,000 10.00%
Offering expenses 84,328 4.02% 84,328 2.68%
---------- ---------- ----------- --------
Net proceeds $1,805,672 85.98% $2,750,672 87.32%
Lease of production office 126,762 6.04% 454,000 14.41%
Production of network 250,000 11.90% 400,000 12.70%
Cable agreement 600,000 28.57% 654,172 20.77%
Staff and salaries 528,910 25.18% 842,500 26.74%
Legal and accounting 300,000 14.29% 400,000 12.70%
Total Expended $1,805,672 85.98% $2,908,172 87.32%
</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% $10,000,000 100.00%
Commissions 2,100,000 10.00% 1,000,000 10.00%
Offering expenses 84,328 .004$ 84,328 .84%
---------- ---------- ----------- --------
Net proceeds $18,815,762 89.60% $ 8,915,672 89.16%
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 5,453,762 30.97% 803,672 8.04%
Total Expended $18,815,762 89.60% $9,415,672 89.16%
</TABLE>
<PAGE>14
We may use some of the proceeds, yet to be determined, to fund ISP-
Live.com and to complete the Chamelion transaction, if needed. The
listed use of proceeds will be reduced proportionately to accommodate
the funding.
We do not currently have sufficient capital to meet our financial
needs for the next twelve months. 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 try to obtain
additional sources of capital, yet to be identified.
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 Kingdom Vision's key employee incentive
stock option plan or in private business transactions. The market
price of your securities may be depressed if these securities are
issued at a price lower than the current book value or market price,
if any, of your securities.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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 Series A and Series B to 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. If the offering is not successful, the officers and directors
have agreed to advance monies to pay for any fixed monthly
obligations. They also have agreed to provide personal guarantees
for debt financing for limited operations.
The accompanying financial statements have been prepared assuming that
the Kingdom will continue as a going concern. Kingdom does not have
sufficient capital to meet its financial needs for the next twelve
months, which raises substantial doubt about its ability to continue
as a going concern. As discussed above, Kingdom's officers and
directors have an oral agreement, with no specific amount, that they
will either advance funds, guarantee any needed financing, or will
purchase shares of capital stock from Kingdom to meet its financial
needs.
For the six months ended September 30, 2000, Kingdom Vision purchased
leasehold improvements of $20,644, furniture and fixtures of $18,280
and purchased an investment in ISP Live of $50,000. As a result,
Kingdom Vision had net cash used by investing activities of $88,944
for the six months ended September 30, 2000.
For the six months ended September 30, 2000, Kingdom Vision made
payments on capital lease obligations of $789 and received proceeds
from the issuance of common stock of $1,081,002 resulting in net cash
provided by financing activities of $1,080,213.
<PAGE>15
Kingdom Vision will use the net proceeds of the offering over the next
twelve months. The minimum amount of proceeds necessary to meet our
estimated capital expenditures for the next 12 months is $3,000,000.
In the long term, we will require $21,000,000. If this offering is
not successful, we will have to pursue additional capital and debt
financing.
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.
For the six months ended September 30, 2000, Kingdom Vision had
operating expenses of $875,339 consisting of general and
administrative of $102,417, marketing and selling of $26,871,
depreciation of $1,828, materials and supplies of $8,219, utilities
and maintenance of $23,008, professional services of $48,938, contract
labor of $203,187, contributions of $70,000, program development of
$243,718, travel of $53,508, rent of $74,888, insurance of $779 and
other operating expense of $17,978.
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 can satisfy its cash requirements
in the next twelve months if we can successfully complete this
offering. We will not need to conduct any research and development
regarding our business plan.
Other than described in the use of proceeds section, we do not expect
to purchase any plant or significant equipment. If the offering is
successful, we do expect significant changes in the number of
employees to conduct operations.
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.
DETERMINATION OF OFFERING PRICE
The offering price, conversion rate and other terms of the Series KV
preferred shares were arbitrarily determined by Kingdom Vision.
PLAN OF DISTRIBUTION
Plan of Distribution. The Series KV preferred are being offered on a
self underwritten basis by officers and directors of Kingdom Vision.
The Series KV preferred may be offered selected broker/dealers.
Selected broker/dealers, if any, will receive the standard industry
commission not to exceed 10% of the offering price.
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.
<PAGE>16
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 57 Chairman and Chief Executive Officer
Randall Worley, age 42 President and Director
Dale Hill, age 50 Senior Vice President/Technical
Productions and Director
Carl Thompson, age 52 Senior Vice President/Corporate Development
Mark D. Hanby, II, age 35 Executive Vice President
Chief Operations Officer
Arlen Best, age 38 Vice President Marketing/Public Relations
Dale Bronner, age 38 Director
Marc Harris, age 34 Director
Eddie Long, age 47 Director
Clarence McClendon, age 35 Director
Earl Paulk, age 73 Director
Carlton Pearson, age 46 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 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
<PAGE>17
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 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.
<PAGE>18
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.
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 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
<PAGE>19
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 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. To date, no compensation has been paid to the officers
of Kingdom Vision. After successful completion of the offering,
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
<PAGE>20
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.
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 8,919,875
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 prospectus, 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 23.88%
P.O. Box 8093 1,200,000 Series A 60.00%
Chattanooga, TN 37414
Dale Hill 500,000 Series B 5.61%
P.O. Box 6986 400,000 Series A 20.00%
Chesapeak, VA 23323
Eddie Long 400,000 Series B 4.48%
2778 Snnapfinger Road
Decatur, GA 30034
Randall Worley 400,000 Series B 4.48%
9149 Henry Harris Road 200,000 Series A 10.00%
Ft. Mill, SC 29715
Carl Thompson 400,000 Series B 4.48%
3600 Eagles Landing
Jones, OK 73049
Mark Hanby II 400,000 Series B 4.48%
3752 E. Tanglewood 200,000 Series A 10.00%
Phoenix, AZ 85048
Dale Bronner 300,000 Series B 3.36%
8959 Peach Ct.
Jonesboro, GA 30236-5359
Arlen Best 300,000 Series B 3.36%
1905 Ridge Crest Road
Edmond, OK
Earl Paulk 250,000 Series B 2.80%
1000 Cathedral Place
Decatur, GA 30034
<PAGE>21
Clarence McClendon 250,000 Series B 2.80%
2600 South Labrea Avenue
Los Angeles, CA 90016
Marc Harris 250,000 Series B 2.80%
438 English Ivy Drive
Nashville, TN 37211
Carlton Pearson 250,000 Series B 2.80%
8621 South Memorial Drive
Tulsa, OK 74133-4308
All Directors & Officers
as a group (12 persons) 5,830,000 Series B 65.36%
-------------------
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.
INDEMNIFICATION
Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against liability under the
Securities Act of 1933. The Nevada Revised Statutes allow a company to
indemnify its officers, directors, employees, and agents from any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, except under
certain circumstances. Indemnification may only occur if a
determination has been made that the officer, director, employee, or
agent acted in good faith and in a manner, which such person believed
to be in the best interests of the company. A determination may be
made by the shareholders; by a majority of the directors who were not
parties to the action, suit, or proceeding confirmed by opinion of
independent legal counsel; or by opinion of independent legal counsel
in the event a quorum of directors who were not a party to such
action, suit, or proceeding does not exist. Provided the terms and
conditions of these provisions under Nevada law are met, officers,
directors, employees, and agents of Kingdom Vision may be indemnified
against any cost, loss, or expense arising out of any liability under
the '33 Act. Insofar as indemnification for liabilities arising under
the '33 Act may be permitted to directors, officers and controlling
persons of the Company. Kingdom Vision has been advised that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy and is, therefore,
unenforceable.
CERTAIN TRANSACTIONS
Kingdom Vision has recorded the sum of $10,000 paid for the initial
preparation of the private placement memorandum by Carl Thompson, a
member of the board of directors, properly recorded as prepaid legal
expense and shareholder payable on the balance sheet.
We intend to lease equipment from one of our executive officers, Dale
Hill, CEO of The Broad cast Group which is responsible for getting the
network up and running technically. Mr. Hill shall receive lease
payments based on prevailing industry rates, negotiated on an as
<PAGE>22
needed basis. Once the network is on the air, Kingdom Vision will be
hiring its own technicians to operate and maintain the equipment used
in the operation of the network. No other continuing relationship
thereafter is contemplated with the exception that Mr. Hill will be
joining Kingdom Vision as its technical overseer.
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,
8,919,875 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.
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.
Series KV voting preferred shares have one vote per Series KV voting
preferred share. The Series KV voting preferred shares do not have
dividend preferences or liquidation preferences. Each Series KV
voting preferred share is convertible into one Series B common share
commencing December 31, 2001.
Transfer Agent. Corporate Stock Transfer of Denver, Colorado
acts as the transfer agent for Kingdom Vision.
LEGAL MATTERS
All legal matters with respect to the issuance of the securities
offered hereby will be passed upon by the law firm of Steven Allison,
Blairsville, Georgia.
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.
<PAGE>23
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.
KINGDOM VISION NETWORK, INC
BALANCE SHEET
September 30, 2000
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 75,997
Prepaid Expenses 40,803
Loan to shareholder 3,000
--------
Total Current Assets 119,800
Investment 50,000
Leasehold improvements, net 20,664
Equipment, net 13,491
Furniture and fixtures, net 17,163
Security deposit 215,000
--------
Total Assets $436,118
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Shareholder payable $ 10,000
Current maturity of capital
Lease obligation 2,840
-------
Total Current Liabilities 12,840
-------
Long-term capital lease
Obligations 10,572
-------
Total Liabilities 23,412
-------
STOCKHOLDERS' EQUITY
Common Stock 1,278,802
Retained earnings (deficit) (866,097)
-------
Total Stockholders' Equity 412,705
-------
Total Liabilities and Equity $436,117
========
See accompanying notes
<PAGE>24
KINGDOM VISION NETWORK, INC
STATEMENT OF INCOME
For the Six Months Ended September 30, 2000 and
The Period from Inception (March 3, 2000) through
September 30, 2000
Unaudited
</TABLE>
<TABLE>
<CAPTION>
Six Months Inception (March 3)
Ended 9/30/00 through Sept. 30, 2000
--------------- ----------------------
<S> <C> <C>
REVENUES:
Interest income $ 6,172 $ 6,172
Other income 3,070 3,070
--------- ---------
Total Revenues 9,242 9,242
--------- ---------
ENPENSES:
General and administrative 102,417 102,417
Marketing and selling 36,871 36,871
Depreciation 1,624 1,624
Materials and supplies 2,014 2,014
Utilities and maintenance 13,508 13,508
Professional services 22,172 22,172
Contract labor 203,187 203,187
Contributions 70,000 70,000
Travel 53,508 53,508
Rent 74,888 74,888
Insurance 779 779
Other operating 17,978 17,978
--------- ---------
Total Expenses 875,339 875,339
--------- ---------
Net Income (Loss) $(866,097) $(866,097)
Net (Loss) per share (.09)
</TABLE>
See accompanying notes
<PAGE>25
KINGDOM VISION NETWORK, INC
STATEMENT OF CASH FLOWS
For the Six Months Ended September 30, 2000 and
The Period from Inception (March 3, 2000) through
September 30, 2000
Unaudited
<TABLE>
<CAPTION>
Six Months Inception (March 3)
Ended 9/30/00 through September 30, 2000
------------- ---------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (866,097) $ (866,097)
Adjustments to reconcile net income to net
Cash provided (used) by operating activities
Depreciation 1,828 1,828
(Increase) Decrease In:
Prepaid expenses (40,803) (40,803)
Loan to shareholder 3,000 (3,000)
Security deposit (215,000) (215,000)
Increase (Decrease) In:
Shareholder payable 10,000 10,000
---------- -----------
Net cash provided (used) by operating activities (1,113,072) (1,113,072)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of leasehold improvements (20,664) (20,664)
Purchase of furniture and fixtures (18,280) (18,280)
Purchase of investment (50,000) (50,000)
----------- ----------
Net cash provided (used) by investing activities (88,944) (88,944)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations (789) (789)
Proceeds from issuance of common stock 1,278,802 1,278,802
----------- ----------
Net cash provided by financing activities 1,278,013 1,278,013
----------- ----------
NET INCREASE IN CASH (281,643) 75,997
CASH AT BEGINNING OF PERIOD 357,640 -
----------- -----------
CASH AT END OF PERIOD $ 75,997 $ 75,997
=========== ===========
</TABLE>
See accompanying notes.
<PAGE>26
KINGDOM VISION NETWORK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the Six Months Ended September 30, 2000 and for
The Period from Inception (March 3, 2000) to
September 30, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Kingdom
Vision Network, Inc. (the "Company") is presented to assist in
understanding the Company's financial statements. The
financial statements and notes are presentations of the
Company's management who is responsible for the integrity and
objectivity of the financial statements. These accounting
policies conform to generally accepted account principles and
have been consistently applied in the preparation of the
financial statements.
A. REPORTING ENTITY
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.
D. PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Depreciation is charged to
operating expense and is computed using straight-line methods over the
estimated useful lives of the assets, which range from 3 to 20 years.
Maintenance and repairs are charged to operations when incurred and
improvements are capitalized.
E. INCOME TAXES
The Company is subject to federal and state income taxes. No
provision for income taxes has been recorded at this time.
F. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordinly, actual results could differ from those estimates.
2. PROPERTY AND EQUIPMENT
A summary of property and equipment follows:
Leasehold improvements $ 20,664
Equipment 14,201
Furniture and fixtures 18,281
Less accumulated depreciation (1,828)
--------
Net property and equipment $ 51,318
=========
Depreciation expense
For current period $ 1,624
=========
<PAGE>27
3. INVESTMENTS
On June 8, 2000, the Company purchased a 10% equity interest in ISP
Live. The purchase of stock in ISP live has been recorded at cost
and is presented in the balance sheet as "Investment". Because of
limitations on changes in equity interests in ISP Live, the Company
does not believe it is practicable to estimate fair value.
4. CONCENTRATIONS OF CREDIT RISK
The Company maintains its cash balances in one financial institution.
The balances are insured by the Federal Deposit Insurance Corporation
up to $100,000. At September 30, 2000, total cash balances on
deposit amounted to $93,205.
5. STOCKHOLDERS' EQUITY
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.
The following shares of Series B common stock were issued and
outstanding as of September 30, 2000:
NUMBER PRICE
Of PER
SHARES SHARE TOTAL
------ ----- -----
2,130,000 $0.01 $ 21,300
3,700,000 0.02 74,000
645,000 0.10 64,500
50,000 0.15 7,500
2,778,755 0.40 1,111,502
--------- ---------
9,303,755 $ 1,278,802
========= =========
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.
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. As of
September 30, 2000 all subscribers have received their copy of the
Private Placement Memorandum and have executed the subscription
agreement; consequently, funds acquired through stock subscriptions
are properly recorded as cash and common stock on the balance sheet.
6. OPERATING LEASES
The Company leases equipment and office space under operating leases
expiring in various years through 2003. Following is a schedule by
years, of the future minimum lease rental payments required under
these leases:
Year Ended December 31,
2000 $ 106,856
2001 168,613
2002 172,855
2003 54,011
----------
Total $ 502,335
==========
Total rent expense for the period from inception (March 3) to
September 30, 2000 totaled $74,888.
7. CAPITAL LEASE OBLIGATIONS
On July 1, 2000, the Company incurred a capital lease
obligation of $14,201 in connection with the acquisition of
equipment. The terms of the capital lease include monthly
<PAGE>28
installments of $237 for 69 months. Future minimum lease
payments, by year and in the aggregate, under capitalized
leases consist of the following at September 30, 2000.
Year Ended
December 31,
--------------
2000 $ 711
2001 2,840
2002 2,840
2003 2,840
2004 2,840
2005 1,341
-------
Total lease
Obligation 13,412
Less current
Portion (2,840)
-------
Long term portion $10,572
=======
Total capital lease obligation payments from inception (March
3) to September 30, 2000 totaled $789.
8. 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.
9. 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, as "Shareholder Payable" on
the balance sheet.
<PAGE>29
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.
The accompanying financial statements have been prepared
assuming that the Companay will continue as a going concern.
As discussed in Note 5 to the financial statements, the
Company does not have sufficient capital to meet its financial
needs for the next twelve months, which raises substantial
doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described
in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
John M. Arledge & Associates, Inc.
Edmond, Oklahoma
March 13, 2000
<PAGE>30
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>31
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>32
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>33
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>34
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. 2,130,000 shares were issued at $.01; 3,700,000
shares were issued at $.02; 545,000 shares were issued at $.10 and
50,000 shares were issued at $.15.
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.
5. GOING CONCERN
The Company does not have sufficient capital to meet its financial
needs for the next twelve months. The Company's officers and
directors have an oral agreement, with no specific amount, that they
will either advance funds, guarantee any needed financing, or will
purchase shares of capital stock from the Company to meet its
financial needs.
<PAGE>35
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>36
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 26. Recent Sales of Unregistered Securities
On March 3, 2000, Kingdom Vision issued 2,000,000 Series A common
shares for no consideration for services rendered in organizing the
corporation at minimal value (less than $100) to Kingdom Vision to:
Beyth Shan Foundational Ministries 1,200,000
Mark Hanby II 200,000
Randall Worley 200,000
Dale Hill 400,000
On March 8, 2000, Kingdom Vision issued 5,830,000 Series B common
shares to its board of directors at $.02 per share (except for Beyth
Shan, that paid $.01 per share).
Name Number of Shares Cash Received
Beyth Shan 2,130,000 21,300
Mark Hanby II 400,000 8,000
Carl Thompson 400,000 8,000
Arlen Best 300,000 6,000
Eddie Long 400,000 8,000
Dale Hill 500,000 10,000
Randall Worley 400,000 8,000
Earl Paulk 250,000 5,000
Dale Bronner 300,000 6,000
Marc Harris 250,000 5,000
Carlton Pearson 250,000 5,000
Clarence McClendon 250,000 5,000
<PAGE>37
On March 8, 2000, Kingdom Vision issued 385,000 Series B common shares
to its executive pastor's council at $.10 per share.
Name Number of Shares Cash Received
Marva Mitchell 50,000 5,000
Andrew Merritt 50,000 5,000
Thomas Weeks 50,000 5,000
Carlos Malone 50,000 5,000
Kimble Knight 50,000 5,000
Dell Sanchez 50,000 5,000
Adolph Ludd 35,000 3,500
Robert Gonzalez 50,000 5,000
On March 8, 2000, Kingdom Vision issued 210,000 Series B common shares
to its advisory board at $.10 per share (except for Anna Harmon at
$.15 per share)
Name Number of Shares Cash Received
Dean Baubach 50,000 5,000
Ilene Andrews 50,000 5,000
Reggie White 50,000 5,000
Malcolm Crawford 10,000 1,000
Anna Harmon 50,000 7,500
The above issuances of Series A and Series B common shares to the
board of directors, executive pastor's council and advisory board were
made to sophisticated individuals pursuant to an exemption from
registration under Sec. 4(2) of the Securities Act of 1933.
During the second and third quarters of 2000, Kingdom Vision sold
2,778,755 Series B common shares to non-affiliated individuals at $.40
per share for an aggregate of $1,111,502. These sales were made in
reliance on an exemption from registration pursuant to Section 505 of
Regulation D. The required disclosure statement and financial
statement information was provided to each investor. The total
offering did not exceed the $5,000,000 limit provided in Rule 505.
The sales were made to not more than 35 non-accredited investors. No
commissions were paid. No general solicitation was utilized. The
offering was approved and/or exempted by the required states and the
appropriate Form D was filed with the Securities and Exchange
Commission.
Item 27. Exhibit Index.
<TABLE>
<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation dated
March 3, 2000 incorporated by reference to
Form SB-2
(3.1) Bylaws incorporated by reference to Form SB-2
(4) Specimen certificate for common stock incorporated
by reference to Form SB-2
(5) Consent and Opinion of Steven Allison, Esq.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) Agreement with Chameleon Communications Group, Inc.
dated May 23, 2000 incorporated by reference to Form
Sb-2
(10.1) Executed Contract for Option to Purchase Interest in
ISP-Live.com dated May 22, 2000
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
<PAGE>38
(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>39
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 29th day of December, 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 December 29, 2000
----------------------
Dr. Mark Hanby
/s/ Randall Worley
---------------------- President and Director December 29, 2000
Randall Worley
/s/ Dale Hill
--------------- Senior Vice President December 29, 2000
Dale Hill and Director
/s.Carl Thompson
----------------- Senior Vice President/Director Dec. 29, 2000
Carl Thompson
/s/Mark D. Hanby, II
------------------- Executive Vice President Dec. 29, 2000
Mark D. Hanby, II COO
/s/Arlen Best
----------------- Vice President of Marketing December 29, 2000
Arlen Best and Director
/s/Dale Bronner
-------------------- Director December 29, 2000
Dale Bronner
</TABLE>
