As filed with the Securities and Exchange Commission on February 4, 2003.
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
KINGDOM VENTURES, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0419183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1045 Stephanie Way
Minden, Nevada 87107
(Address of Principal Executive Offices) (Zip Code)
________________________
SHARES ISSUABLE PURSUANT TO A
CONSULTING AGREEMENT WITH CRAIG MUSICK
(Full title of the plan)
_________________________
Gene Jackson Copy to:
Chief Executive Officer Lawrence B. Mandala, Esq.
KINGDOM VENTURES, INC. BAKER & McKENZIE
1045 Stephanie Way 2300 Trammell Crow Center
Minden, Nevada 87107 2001 Ross Avenue
(Name and address of agent for service) Dallas, Texas 75201
(214) 978-3000
(775) 267-2242
(Telephone number, including area code,
of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Maximum Maximum
Title of securities Amount Offering Aggregate Amount of
to be registered(1) to be Price Per Offering Registration
Registered share(2) Price(2) fee
______________________________________________________________________________
Common Stock $001
par value 50,000 $0.75 $37,500 $4.00
______________________________________________________________________________
Total 50,000 $0.75 $37,500 $4.00
______________________________________________________________________________
(1) The securities to be registered represent 50,000 shares of Common
Stock to be issued under a Consulting Agreement with Craig Musick.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee. The fee is calculated on the basis of the
average of the bid and ask prices per share of Common Stock on the OTC
Bulletin Board on January 31, 2003 ($0.75), in accordance with Rule 457(c).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Kingdom Ventures, Inc. (the "Company") hereby incorporates by reference
in this Registration Statement the following documents previously filed or to
be filed with the Securities and Exchange Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-KSB for the fiscal year
ended January 31, 2002;
(b) the Company's amended Annual Report on Form 10-KSB/A for the
fiscal year ended January 31, 2002, filed with the Commission on
July 17, 2002;
(c) the Company's Report on Form 10-QSB for the quarter ended April
30, 2002;
(d) the Company's Report on Form 10-QSB for the quarter ended July 31,
2002;
(e) the Company's Report on Form 10-QSB for the quarter ended October
31, 2002;
(f) the Company's Report on Form 8-K dated May 1, 2002;
(g) the Company's Report on Form 8-K dated June 13, 2002; and
(h) the description of the Company's common stock as contained in its
Registration Statement on Form 10-SB, filed with the Commission on
January 31, 2001, includng all amemdments and reports filed with
the Commission for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, 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 herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that the
statement contained herein or in any subsequently filed document that also is
or is deemed to be incorporated by reference herein, or in any document
forming any part of the Section 10(a) Prospectus to be delivered to
participants in connection herewith, modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation and Bylaws of the Company require it to
indemnify its officers and directors to the full extent permitted by Nevada
law.
Section 78.751 of the Nevada General Corporation Law permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses, including attorney's fees,
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reason to believe their conduct
was unlawful.
In a derivative action, that is, one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to
a matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
The Company's Articles of Incorporation and Bylaws also contain
provisions stating that no director shall be liable to the Company or any of
its shareholders for monetary damages for breach of fiduciary duty as a
director, except with respect to acts or omissions which involve intentional
misconduct, fraud or knowing violation of law or unlawful payment of
dividends, or unlawful stock purchases or redemptions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
- ------- ------------------------------------------------------------
5.1 Opinion of Baker & McKenzie
23.1 Consent of Baker & McKenzie (included in their opinion filed
as Exhibit 5.1)
23.2 Consent of Wrinkle, Gardner & Company, P.C.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To 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% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
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(iii) To include any 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 Registration Statement is on Form S-3, or Form S-8, and 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 Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 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
Securities 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, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Minden, Nevada, on February 3, 2003.
KINGDOM VENTURES, INC.
By:/s/ Gene Jackson
---------------------------------
Gene Jackson
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons and in
the capacities indicated on February 3, 2003.
Signature Title
- --------------------------- ------------------------------------------------
/s/ Gene Jackson
- --------------------------- Chief Executive Officer, President and Director
Gene Jackson (Principal Executive Officer and Principal
Financial and Accounting Officer)
/s/ Howard Dix Director
- ---------------------------
Howard Dix
/s/ John Howell Director
- ---------------------------
John Howell
/s/ Don Scheib Director
- ---------------------------
Don Scheib
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EXHIBIT INDEX
Exhibit Description
- ------- -------------------------------------------------------------
5.1 Opinion of Baker & McKenzie
23.1 Consent of Baker & McKenzie (included in their opinion filed
as Exhibit 5.1)
23.2 Consent of Wrinkle, Gardner & Company, P.C.
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