As filed with the Securities and Exchange Commission on June 2, 2004.
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 89423
(Address of Principal Executive Offices) (Zip Code)
-------------------------
2004 CONSULTING AGREEMENT
(Full title of the plan)
-------------------------
GENE JACKSON COPY TO:
CHIEF EXECUTIVE OFFICER GREGORY SICHENZIA
KINGDOM VENTURES, INC. SICHENZIA ROSS FRIEDMAN FERENCE LLP
1045 STEPHANIE WAY 1065 AVENUE OF THE AMERICAS, 21ST FLOOR
MINDEN, NEVADA 89423 NEW YORK, NEW YORK 10018
(Name and address of agent for service)
(775) 267-2242
(Telephone number, including area code,
of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
=======================================================================================================
TITLE OF SECURITIES TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED(1) AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED SHARE(2) PRICE FEE
- -------------------------------------------------------------------------------------------------------
Common Stock $.001 par value 2,500,000 $0.22 $ 550,000 $69.69
- -------------------------------------------------------------------------------------------------------
Total 2,500,000 $0.22 $ 550,000 $69.69
- -------------------------------------------------------------------------------------------------------
(1) The securities to be registered represent 2,500,000 shares of Common
Stock to be issued under a Consulting Agreement with an Individual Consultant.
(2) Estimated solely for the purpose of determining the amount of
registration fee and pursuant to Rules 457(c) and 457 (h) of the General Rules
and Regulations under the Securities Act of 1993, based upon the average of the
high and low selling prices per share of Common Stock of Kingdom Ventures, Inc.
on May 28, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Item 1 will be sent
or given to participants in the plan as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION, THE 2004 CONSULTING AGREEMENT.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to participants pursuant to Rule 428(b) or additional
information about the 2004 Consulting Agreement are available without charge by
contacting: Kingdom Ventures, Inc., 1045 Stephanie Way, Minden, Nevada 89423,
Attention: Chief Executive Officer. Our telephone number is (775) 267-2242.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Kingdom Ventures, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement the documents listed below. In addition, all
documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents:
(a) the Company's Annual Report on Form 10-KSB/A for the fiscal year ended
January 31, 2004; and
(b) 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, including all amendments and reports filed with the Commission
for the purpose of updating such description.
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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
--------- -------------------------------------------------------
4.1 Consulting Agreement with Individual Consultant
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
23.1 Consent of Sichenzia Ross Friedman Ference LLP is
included in 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:
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;
(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.
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 June 2, 2004.
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 June 2, 2004.
SIGNATURE TITLE
- ----------------------------- -----------------------------------------------
/s/ Gene Jackson Chief Executive Officer, President and Director
- ----------------------------- (Principal Executive Officer and Principal
Gene Jackson Financial and Accounting Officer)
/s/ Howard Dix Director
- -----------------------------
Howard Dix
/s/ Don Scheib Director
- -----------------------------
Don Scheib
EXHIBIT INDEX
Exhibit Description
--------- -------------------------------------------------------
4.1 Consulting Agreement with Individual Consultant
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
23.1 Consent of Sichenzia Ross Friedman Ference LLP is
included in Exhibit 5.1
23.2 Consent of Wrinkle, Gardner & Company, P.C.