SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
KINGDOM VENTURES, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (check the appropriate box):
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth amount on which
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offering fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of the filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
KINGDOM VENTURES, INC.
1045 STEPHANIE WAY
MINDEN, NEVADA 89423
(775) 267-2242
__________________
WRITTEN CONSENTS RELATING TO
AMENDMENT OF ARTICLES OF INCORPORATION
NOTICE IS HEREBY GIVEN that we have received written consents in lieu of a
meeting from stockholders representing a majority of our outstanding voting
interests approving the amendment of the Articles of Incorporation of KINGDOM
VENTURES, INC., a Nevada corporation.
__________________
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
__________________
As of the close of business on February 7, 2003, the record date for shares
entitled to notice of and to sign written consents in connection with the
amendment of our Articles of Incorporation, there were 11,215,381 shares of our
common stock outstanding. Each share of our common stock is entitled to one
vote in connection with the amendment of our Articles of Incorporation.
Simultaneously with the mailing of this Information Statement, certain of our
officers, directors and affiliates, who represent a majority of the outstanding
voting interest, signed written consents approving the amendment. As a result,
the amendment has been approved and neither a meeting of our stockholders nor
additional written consents are necessary.
The amendment to the Articles of Incorporation allows the Board of
Directors to establish classifications or series of common stock as provided
under the laws of the State of Nevada.
By Order of the Board of Directors,
Gene Jackson
President
Dated: February 27, 2003
SUMMARY
TABLE OF CONTENTS
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Page
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QUESTIONS AND ANSWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
STOCK OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SUMMARY OF AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DEFENSES AGAINST HOSTILE TAKEOVERS. . . . . . . . . . . . . . . . . . . . . 3
(i)
INFORMATION STATEMENT
QUESTIONS AND ANSWERS
This Information Statement is first being sent to stockholders on or about
February 27, 2003. The following questions and answers are intended to respond
to frequently asked questions concerning the amendment to the Articles of
Incorporation. These questions do not, and are not intended to, address all the
questions that may be important to you. You should carefully read the entire
Information Statement, as well as its appendices and the documents incorporated
by reference in this Information Statement.
Q: WHY IS KINGDOM VENTURES, INC. AMENDING ITS ARTICLES OF INCORPORATION?
A: Our Articles of Incorporation authorize the issuance of up to 100,000,000
shares of Common Stock, $.001 par value (the "Common Stock"), and
10,000,000 shares of Preferred Stock, $.001 par value (the "Preferred
Stock"). Although the Board of Directors may issue shares of the Preferred
Stock in different series or classifications without additional action by
the stockholders, our Articles of Incorporation do not provide for
different series of Common Stock. We believe that the issuance of different
series of Common Stock will permit us to raise additional capital without
significant dilution of our current stockholders, create a potential
currency for acquisitions, and otherwise improve our flexibility in
increasing stockholder value.
Q: WHAT ARE THE PRINCIPAL FEATURES OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION?
A: The amendment will authorize the Board of Directors to create, without
additional action by the stockholders, different series of Common Stock.
The amendment does not increase the total number of shares of Common Stock
or Preferred Stock that we may issue or change any of the rights of the
shares of Common Stock that are currently outstanding.
Q: WHY ISN'T KINGDOM VENTURES, INC. HOLDING A MEETING OF STOCKHOLDERS TO
APPROVE THE AMENDMENT?
A: The Board of Directors has already approved the amendment and has received
the written consent of officers, directors, and affiliates that represent a
majority of the voting interests. Under the Nevada General Corporation Law
and our Articles of Incorporation the amendment may be approved by the
written consent of a majority of the shares entitled to vote on it. Since
we have already received written consents representing the necessary number
of shares, a meeting is not necessary and represents a substantial and
avoidable expense.
Q: WHO WILL PAY THE COSTS OF THE AMENDMENT?
A: Kingdom Ventures, Inc. will pay all of the costs of amending the Articles
of Incorporation, including distributing this Information Statement. We may
also pay brokerage firms and other custodians for their reasonable expenses
for forwarding information materials to the beneficial owners of our Common
Stock. We do not anticipate contracting for other services in connection
with the amendment.
__________________
STOCK OWNERSHIP
The following table sets forth information as of February 7, 2003,
regarding the beneficial ownership of our common stock (i) by each person or
group known by our management to own more than 5% of the outstanding shares of
our common stock, (ii) by each director, the chief executive officer and each of
the other four executive officers that were paid more than $100,000 during the
last fiscal year, and (iii) by all directors and executive officers as a group.
Unless otherwise noted, each person has sole voting and investment power over
the shares indicated below, subject to applicable community property laws.
Except as otherwise indicated, the mailing address for each person
identified below is 1045 Stephanie Way, Minden, Nevada, 89423.
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING SHARES
NAME CLASS OWNED (1)
J&J Holdings, Inc.
P. O. Box 275 Common 5,095,928 (2) 45.4%
Genoa, NV 89411 Series A 1,233,888 (2) 100.0%
Carson Valley Christian Center
1095 Stephanie Way
Minden, NV 89423 Common 950,000 8.5%
Gene Jackson
President, Secretary & Treasurer Common 5,470,928 (3) 48.8%
Director Series A 1,233,888 (4) 100.0%
Howard Dix
Director Common 112,500 1.0%
John Howell
Director Common 55,000 *
Don Sheib
Director Common 100 *
Common 5,638,528 (3) 50.3%
All Directors and Officers as a Group Series A 1,233,888 (4) 100.0%
* Less than 1%.
(1) Based on 11,215,381shares outstanding as of February 7, 2003.
(2) Fifty percent of the capital stock of J&J Holdings, Inc. is owned by John
and Pamela Jackson and their minor children. John Jackson is the brother of
Gene Jackson, our President, Secretary and Treasurer and one of our
directors. The other 50% of the capital stock of J&J Holdings, Inc. is
owned by Barbara Jackson and her minor children. Barbara Jackson is the
spouse of Gene Jackson.
(3) Includes 5,095,928 shares owned of record by J&J Holdings, Inc., which is
owned 50% by Gene Jackson's spouse. Gene Jackson disclaims beneficial
ownership of the shares of common stock held by J&J Holdings, Inc.
(4) Includes 1,233,888 shares owned of record by J&J Holdings, Inc., which is
owned 50% by Gene Jackson's spouse. Gene Jackson disclaims beneficial
ownership of the shares held by J&J Holdings, Inc.
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SUMMARY OF AMENDMENT
Our Articles of Incorporation currently authorize the issuance of up to
100,000,000 shares of common stock, $.001 par value per share, and 10,000,000
shares of preferred stock, $.001 par value per share. Our Board of Directors
may establish the designations, preferences, limitations and relative rights of
the preferred stock without action by the stockholders. Under NRS Chapter 78
("Nevada General Corporation Law") a corporation may also issue different series
of common stock if its Articles of Incorporation permit.
We believe that the issuance of different series of common stock would be a
significant benefit because it would permit us to raise capital or use the stock
as currency for the purposes of acquisitions without dilution of the outstanding
common stock. For example, a separate series of common stock is sometimes used
to raise capital for or acquire a specific business or operation. The
stockholders of the separate series are entitled only to receive dividends or
distributions relating to the business that was acquired or for which the
capital was used. This is referred to as a "tracking stock." In other
examples, a separate series of common stock may be established to provide
stockholders of outstanding common stock as of a certain date with conversion
rights, or dividend rights that may not be transferred to stockholders that
later acquire the common stock. In each case, all series of the common stock
have equal voting rights in matters to be voted on by the stockholders.
The amendment to our Articles of Incorporation does not change the total
number of shares that we are authorized to issue or reduce or limit the rights
of the outstanding common stock.
Subject to the effectiveness of the amendment to our Articles of
Incorporation, our Board of Directors had adopted a certificate of designations,
preferences, limitations and relative rights of a new series of common stock
(the "Series B Common Stock") and declared a dividend of two (2) shares of
Series B Common Stock for each share of our common stock outstanding. The
Series B Common Stock has rights and preferences in all respects equal to the
shares of outstanding common stock but is intended to be restricted from trading
on the public markets. Each share of Series B Common Stock will be redeemable
by us for one share of our Common Stock. We have not applied for or received a
CUSIP number for the Series B Common Stock and do not intend to list or apply
for trading of the Series B Common Stock on any exchange or register the Series
B Common Stock with the Securities Exchange Commission. Each certificate
representing shares of Series B Common Stock will bear a legend limiting its
transferability.
DEFENSES AGAINST HOSTILE TAKEOVERS
The following discussion summarizes the reasons for, and the operation and
effects of, certain provisions of our Articles of Incorporation and the
amendment as potentially having an anti-takeover effect.
The existing anti-takeover provisions of our Articles of Incorporation are
designed to minimize the possibility of a sudden acquisition of control of
Kingdom Ventures, Inc. which has not been negotiated with and approved by our
Board of Directors. These provisions may tend to make it more difficult to
remove the incumbent members of the Board of Directors or elect new members of
the Board of Directors. The existing provisions would not prohibit an
acquisition of control of Kingdom Ventures, Inc. or a tender offer for all of
its capital stock but, to the extent these provisions successfully discourage
the acquisition of control of Kingdom Ventures, Inc. or tender offers for all or
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part of our capital stock without approval of the Board of Directors, they may
have the effect of preventing an acquisition or tender offer which might be
viewed by stockholders to be in their best interests.
Tender offers or other non-open market acquisitions of stock are usually
made at prices above the prevailing market price. In addition, acquisitions of
stock by persons attempting to acquire control through market purchases may
cause the market price of the stock to reach levels which are higher than would
otherwise be the case. The existing anti-takeover provisions may discourage
such purchases, particularly those of less than all of the outstanding capital
stock, and may thereby deprive stockholders of an opportunity to sell their
stock at a temporarily higher price. The existing provisions may therefore
decrease the likelihood that a tender offer will be made, and, if made, will be
successful. As a result, the provisions may adversely affect those stockholders
who would desire to participate in a tender offer. These provisions may also
serve to insulate incumbent management from change and to discourage not only
sudden or hostile takeover attempts, but any attempts to acquire control which
are not approved by the Board of Directors, whether or not stockholders deem
such transactions to be in their best interests.
Authorized Shares of Capital Stock. Our Articles of Incorporation
authorizes the issuance of up to 10,000,000 shares of serial preferred stock,
without any action on the part of the stockholders. Shares of our serial
preferred stock with voting rights could be issued and would then represent an
additional class of stock required to approve any proposed acquisition. This
preferred stock, together with authorized but unissued shares of common stock
(our Articles of Incorporation authorizes the issuance of up to 100,000,000
shares of common stock), could represent additional capital stock required to be
purchased by an acquiror. Issuance of such additional shares may dilute the
voting interest of our stockholders. If the Board of Directors determined to
issue an additional class of voting preferred stock to a person opposed to a
proposed acquisition, such person might be able to prevent the acquisition.
Classified Shares of Common Stock. The amendment would permit the Board of
Directors to establish, without additional action by the stockholders, a
separate class or series of common stock with special rights. Such classes or
series could be established in such a way as to make it more difficult for any
person that acquired Kingdom Ventures, Inc. to exercise control over certain
assets or operations. As created by the Board of Directors, the Series B Common
Stock will not be easily transferable and will be able to vote on any action
that requires the vote of the stockholders and will have sufficient voting power
to prevent any action by persons that acquire the outstanding shares of common
stock.
Series A Preferred Shares. We have issued 1,233,888 shares of our Series A
Preferred Stock to one of our major stockholders in exchange for certain
indebtedness. The Series A Preferred Stock has the right to vote equal to 200
shares of Common Stock for each share of Series A Preferred Stock and the holder
of the Series A Preferred Stock would be able to prevent any unsolicited attempt
to acquire control. In addition, the holder of the Series A Preferred Stock
will be able to cast enough votes to elect the entire Board of Directors at any
meeting called for the purpose of electing directors. The existence of the
Series A Preferred Stock and the potential for the issuance of other similar
classifications or series may discourage any person from attempting to gain
control of Kingdom Ventures, Inc. without the consent of the Board of Directors
and the holder of the Series A Preferred Stock.
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