SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Kingdom Ventures, Inc.
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Nevada 880419183
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(State of Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification Number)
1045 Stephanie Way
Minden, NV 89423
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(Address and Zip Code of principal executive offices)
Gene Jackson
Pesident
1045 Stephanie Way
Minden, NV 89423
(775) 267 2242
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(Name, address and telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
GoldenTree Capital, LLC
1739 University Ave. #339
Oxford, MS 38655
Phone: 662.236.7852
Fax: 662.236.7663
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities to be Registered(1) Maximum Maximum Registration Fee
Registered Offering Price Aggregate
Per Share(2) Offering Price(3)
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Common Stock 150,000 $ .50 $ 75,000 $ 6.90
(no par shares
value)
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1. Represents shares issuable pursuant to agreements for services rendered or
to be rendered.
2. The prices hereof may change prior to the effective date of the Registration
Statement; therefore, such prices are estimated solely for the purposes of
computing the registration fee pursuant to Rule 457(a).
3. Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended
solely for the purpose of calculating the registration fee. The proposed
offering price per share upon which the proposed aggregate offering price per
share and registration fee are based, has been arbitrarily determined by
management and does not bear any relationship to our assets, results of
operations, or book value, or to any other generally accepted criteria of
valuation.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS
ITEM 1. PLAN INFORMATION
Not Applicable
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not Applicable
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the Company
for purposes of the information reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(a) Our latest Annual Report on Form 10-KSB for the year ended December 31,
2001, filed under Section 13(a) or 15(d) of Securities Act of 1934, as
amended (the "Exchange Act").
(b) All other reports which we have filed pursuant to Section 13(a) or 15(d)
of the Exchange Acts since the end of the fiscal year covered by the
registrant document referred to in (a) immediately above.
(c) The description of our common stock contained in our Form 10-SB which was
filed as of January 31, 2001.
(d) Our Articles of Incorporation and any amendments thereto and Bylaws; and
(e) All other documents filed by us after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this Registration
Statement, which de-registers all securities then remaining unsold, and
which shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference will be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part thereof.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Title
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5.1 Opinion of Williams Law Group, P.A.
10.1 Agreement with Anthony Welch, as amended
23.1 Consent of accountant
23.2 Consent of Williams Law Group, P.A. (included in Item 5.1)
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to;
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth 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 from 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 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) include any additional or changed material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) or the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered the rein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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, unenforceab1e. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any act ion, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement, to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minden, Nevada, USA on the 30th day of July, 2002.
Kingdom Ventures, Inc.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Title Name Date Signature
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Principal Executive Officer Gene Jackson 7/30/02 /s/ Gene Jackson
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Principal Accounting Officer Gene Jackson 7/30/02 /s/ Gene Jackson
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Principal Financial Officer Gene Jackson 7/30/02 /s/ Gene Jackson
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE NAME TITLE DATE
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/s/ Gene Jackson Gene Jackson Director 7/30/02
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