UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the fiscal year ended January 31, 2005

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from ___________ to __________.

        Commission File Number: 000-09322

                             Kingdom Ventures, Inc.
                 (Name of Small Business Issuer in its Charter)

                   Nevada                                       88-0419183
      (State or Other Jurisdiction of                      (I.R.S.  Employer
       Incorporation or Organization)                      Identification No.)

                    None                                          None
 (Address of Principal Executive Offices)                      (Zip Code)

      Securities registered pursuant to Section 12(b) of the Exchange Act:

                                      None

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                    Common Stock, $.001 par value per share
                                (Title of Class)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days. [X] Yes
[ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.  [ ]

Issuer's  revenues for the fiscal year ended January 31, 2005 totaled $ 0

As of June 8, 2005 the Issuer had 31,785,428 shares of common stock outstanding.
The aggregate market value of the common stock held by non-affiliates on June 8,
2005 was approximately  $293,000.Transitional  Small Business Disclosure Format:
Yes [ ] No [X]

<PAGE>

                             Kingdom Ventures, Inc.
                          Annual Report on Form 10-KSB

                                TABLE OF CONTENTS

                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS                                           4

ITEM 2.  DESCRIPTION OF PROPERTIES                                         5

ITEM 3.  LEGAL PROCEEDINGS                                                 6

ITEM 4.  SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS                6

                                    PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS          6

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         7

ITEM 7.  FINANCIAL STATEMENTS                                              9

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE                                        9

ITEM 8A. CONTROLS AND PROCEDURES                                           9

                                    PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                9

ITEM 10. EXECUTIVE COMPENSATION                                           11

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS                      12

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   12

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                 13

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                           15

SIGNATURES                                                                16


                                       2
<PAGE>


                           Forward-Looking Statements
                           --------------------------

         Some of the  statements  contained  in this  Form  10-KSB  for  Kingdom
Ventures,  Inc. discuss future  expectations,  contain projections of results of
operation or financial  condition  or state other  forward-looking  information.
They often include words such as believe, expect, anticipate,  intend or plan or
words with similar meaning or conditional verbs such as will,  would,  should or
may.  Kingdom  Ventures,  Inc.  wishes to  caution  readers  not to place  undue
reliance on any  forward-looking  statements as these  statements are subject to
known and unknown risks,  uncertainties,  and other factors that could cause the
actual results to differ  materially from those  contemplated by the statements.
The forward-looking information is based on various factors and is derived using
numerous assumptions.  Important factors that may cause actual results to differ
from projections include, for example:

         acts or  threats  of war,  terrorism  and the  effects  of such acts or
         threats on the Company, its employees,  debtors,  customers and vendors
         as well as the local  economy;

         the  success or  failure of  management's  efforts to  implement  their
         business strategy;

         the ability to raise sufficient capital to meet operating requirements;

         the uncertainty of consumer demand for Kingdom Ventures' products;

         the ability to compete with major established companies;

         the effect of changing economic conditions;

         the ability to develop profitable operations;

         the ability to assimilate acquisitions in a profitable manner;

         the ability to attract and retain quality employees; and

         other  risks,  which  may be  described  in  future  filings  with  the
         Securities and Exchange Commission.

         Kingdom Ventures, Inc. does not undertake,  and specifically disclaims,
any obligation to publicly release the result of any revisions which may be made
to any  forward-looking  statements to reflect the  occurrence of anticipated or
unanticipated events or circumstances after the date of such statements,  except
for Kingdom  Ventures' ongoing  obligation to disclose  material  information as
required by the federal securities laws.

                                       3
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General
-------

         Kingdom Ventures,  Inc. ("Kingdom Ventures," "KDMV," "we," "us," or the
"Company"),  is a Nevada  corporation which was organized on March 17, 1999. Our
principal  office was located at 1045 Stephanie Way,  Minden,  Nevada 89423.  We
operated  websites  at  HYPERLINK  "http://www.kdmvcorp.com"   www.kdmvcorp.com,
HYPERLINK        "http://www.iexalt.com"        www.iexalt.com,        HYPERLINK
"http://www.christiantimestoday.com"   www.christiantimestoday.com,    HYPERLINK
"http://www.JoBasic.com" www.JoBasic.com,  HYPERLINK "http://www.iexaltmall.com"
www.iexaltmall.com,    HYPERLINK    "http://www.yahwear.com"    www.yahwear.com,
HYPERLINK   "http://www.mrroys.com"   www.mrroys.com,   (collectively,  the  "KV
Websites").

         Kingdom Ventures was a media communications and product company helping
churches and their people to grow and impact our world for Christ. The Company's
primary media property was Christian Times Today, a nationally impacting monthly
newspaper distributed by and to churches,  leaders, and business settings across
the country.  Iexalt.com  provided a variety of chat groups and news information
in an electronic  format.  Our Product  Activities  were focused on JoBasic,  an
Internet Charity Shopping Network.  Kingdom Ventures has since closed all of its
operations and offices as well as divested itself of all operating entities.

Overview

         Kingdom  Ventures,  Inc.  believes  in the local  church as the primary
vehicle  through  which to impact  local  communities.  There are  approximately
400,000 Protestant churches in the U.S. alone. 94% of them have fewer than 1,000
active members,  and therefore limited financial resources to effectively manage
the tremendous needs and opportunities before them.

                                       4
<PAGE>


History
-------

         Kingdom Ventures, Inc. was organized and incorporated under the laws of
the State of Nevada on March 17, 1999 as Legends of the Faith, Inc. ("Legends"),
and commenced  business  operations on May 1, 1999. Kingdom Ventures (then known
as Legends of the Faith) voluntarily  became subject to the filing  requirements
of the Securities and Exchange Commission on April 1, 2001. In July of 2002, the
Company  changed  its name to Kingdom  Ventures,  Inc. to better  represent  the
nature of its evolving business as a church and people development company.


Industry Background; Market for Faith Based Media & Religious Products
----------------------------------------------------------------------

         The Company believed that the market for faith-based media and products
is expanding as parents and other family members  increasingly  search for tools
to teach their children Christian values and develop character.

Competition
-----------

         Kingdom  Ventures  media  products  were  unique  in  their  reach  and
distribution.   Christian  Times  Today  was  the  only  nationally  distributed
newspaper with a Christian worldview, and Iexalt.com.

         We believed that where Kingdom  Ventures was unique is in the family of
media and products we provided.  A local church or private school can come to us
for their media and  communication  needs,  their  fundraising  needs, and their
institutional apparel needs.

Intellectual Property
---------------------

         None

Personnel
---------

         At January 31, 2005,  we had 0 employees in all  divisions.  Our office
location in Minden, Nevada was closed in November of 2004. None of our employees
were covered by a collective bargaining agreement.

ITEM 2.  DESCRIPTION OF PROPERTIES

         Kingdom Ventures owns no real property.


                                       5
<PAGE>
<TABLE>
<CAPTION>

ITEM 3.  LEGAL PROCEEDINGS

         See Attached Attorney Audit Letter.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There were no matters submitted to our stockholders for vote during the
fourth quarter of the fiscal year ended January 31, 2005.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Kingdom Ventures' common stock is traded on the Pink sheets Currently (
KDMV).  Kingdom  Ventures  began to trade on January 13, 2003.  The high and low
closing prices of our common stock, during the period of the last fiscal year in
which there was  trading  (January  13,  2004 to January 31,  2005) is set forth
below. The prices reflect inter-dealer prices, without retail mark-up,  markdown
or commissions and may not represent actual transactions.

                                      High        Low
                                      ----        ---
         2004 First Quarter           0.42        0.16
         2004 Second Quarter          0.34        0.11
         2004 Third Quarter           0.15        0.08
         2004 Fourth Quarter          0.08        0.02

         Our current  policy is not to pay cash  dividends  and to retain future
earnings to support growth.  Any payment of cash dividends in the future will be
dependent  upon  the  amount  of  funds  available.  Kingdom  Ventures  does not
anticipate paying any cash dividends in the foreseeable future.  However,  there
are no  restrictions  in place that would limit or  restrict  the ability of the
Company to pay dividends.

         As of June 8, 2005, there were  approximately 2900 holders of record of
our common stock.

         The following table sets forth certain  information  relating to equity
securities authorized for issuance under compensation plans:

                      Equity Compensation Plan Information

                       (a)                    (b)                    (c)
                                                                     Number of securities
                                                                     remaining available
                       Number of securities                          for future issuance
                       to be issued upon      Weighted-average       under equity
                       exercise of            exercise price of      compensation plans
                       outstanding options,   outstanding options,   excluding securities
                       warrants and rights    warrants and rights    reflected in column (a))
                       --------------------   --------------------   ------------------------
<S>                    <C>                    <C>                    <C>
Equity compensation
plans approved by
security holders                0                    0                         0

Equity compensation
plans not approved
by security holders             0                    0                         0
                       --------------------   --------------------   ------------------------
Total                           0                    0                         0
                       ====================   ====================   ========================

</TABLE>

                                       6
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

         The  following  discussion  should be read  together with our financial
statements and accompanying notes to the financial statements which are included
within Item 7 of this Form 10-KSB.

Forward-Looking Statements
--------------------------

         This annual report on Form 10-KSB contains  forward-looking  statements
within the meaning of the Private Securities Litigation Reform Act of 1995. This
Act  provides  a "safe  harbor"  for  forward-looking  statements  to  encourage
companies to provide  prospective  information  about themselves so long as they
identify these statements as forward looking and provide  meaningful  cautionary
statements  identifying  important  factors that could cause  actual  results to
differ from the  projected  results.  All  statements  other than  statements of
historical fact made in this annual report are forward  looking.  In particular,
the  statements  herein  regarding  industry  prospects  and  future  results of
operations or financial position are forward-looking statements. Forward-looking
statements  reflect   management's   current  expectations  and  are  inherently
uncertain.  Kingdom  Ventures'  actual  results  may differ  significantly  from
management's  expectations.  We disclaim any duty to update any  forward-looking
statements contained in this annual report.

General
-------

         For a discussion of the history and  development  of Kingdom  Ventures,
Inc., see the "History" discussion in Item 1 of this Form 10-KSB.

Results of Operations
---------------------

         Kingdom  Ventures closed all remaining  operations in November of 2004.
During the year ended January 31, 2005 ("Fiscal Year 2004"),  we reported a loss
from  operations of $ 2,427,314.  These results compare to a loss of $ 3,188,322
during the year ended January 31, 2004 ("Fiscal Year 2003").

Revenues
--------

         Revenues  from  continuing  operations  for  Fiscal  Year 2004 were $ 0
compared to $ 0 for Fiscal Year 2003.

                                       7
<PAGE>

Cost of Goods Sold
------------------

         Cost of goods sold from  continuing  operations were $ 0 in Fiscal Year
2004 as compared to $ 0 in Fiscal Year 2003.

Selling, General and Administrative
-----------------------------------

         Selling  expenses from  continuing  operations  were $ 0 in Fiscal Year
2004 as compared to $ 0 in Fiscal Year 2003. General and administrative expenses
were $ 0 in Fiscal Year 2004 as compared to $ 0 in Fiscal Year 2003.

Liquidity and Capital Resources
-------------------------------

         As of January  31,  2005,  our liquid  assets were $186 , compared to $
18,071 as of January 31, 2004.

         Our financial statements are prepared using principles  applicable to a
going concern,  which  contemplates the realization of assets and liquidation of
liabilities  in the normal course of business.  We may in the future  experience
significant  fluctuations in our results of operations.  Such  fluctuations  may
result in volatility  in the price and/or value of our common stock.  Shortfalls
in  revenues  may  adversely  and  disproportionately   affect  our  results  of
operations  because a high  percentage of our operating  expenses are relatively
fixed. Accordingly,  we believe that period-to-period  comparisons of results of
operations  should  not be relied  upon as an  indication  of future  results of
operations.



                                       8
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

The  following  financial  statements  are included  herein at pages F-1 through
F-16:

         Consolidate Balance Sheet as of January 31, 2005

         Consolidated  Statement  of  Operations  for the  Twelve  Months  ended
         January 31, 2005 and January 31, 2004

         Statements  of Changes in  Stockholders'  Equity for the Twelve  Months
         ended January 31, 2005 and January 31, 2004

         Statements  of Cash Flows for the Twelve  Months ended January 31, 2005
         and January 31, 2004

         Notes to Consolidated Financial Statements

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURES

None.

ITEM 8A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  Kingdom Ventures  conducted
an evaluation, under the supervision and with the participation of its principal
executive officer and principal financial officer,  of the Company's  disclosure
controls and  procedures  (as defined in Rule  13a-15(e)  of the Exchange  Act).
Based upon this evaluation,  Kingdom Ventures'  principal  executive officer and
principal financial officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information  required to be disclosed by
the issuer in the reports  that it files or submits  under the  Exchange  Act is
recorded, processed,  summarized and reported, within the time periods specified
in the Commission's  rules and forms. There was no significant change in Kingdom
Ventures' internal controls or in other factors that could significantly  affect
these controls subsequent to the date of the evaluation.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Officers
----------------------

         All of our directors are elected annually by the Company's stockholders
and hold office  until the next annual  meeting of  stockholders  or until their
successors are duly elected and qualified, unless they sooner resign or cease to
be directors in  accordance  with our Articles of  Incorporation.  Our executive
officers are appointed by and serve at the pleasure of our Board of Directors.

                                       9
<PAGE>

         The  directors  and  executive  officers  of the  Company are set forth
below:

Name                 Age      Position                  Director Since
----                 ---      --------                  --------------
Gene Jackson         42       Director, President,      1999

         Gene  Jackson.  Mr.  Jackson  founded the Company in March 1999 and has
served as a director and as our  President,  Secretary and Treasurer  since that
time. In this capacity,  Mr. Jackson's duties include those of a chief executive
officer, although he does not carry this title

Key Personnel
-------------

         No directors,  executive  officers,  nominees,  or control persons have
been an officer or general partner of an enterprise that filed bankruptcy within
the last two years;  convicted  of or subject  to a pending  criminal  violation
(other than traffic violations); subject to any order permanently or temporarily
enjoining,  them from any type of business;  or found to have violated a federal
or state securities or commodities law.

Audit Committee
---------------

         The  Company  does  not have a  separately  designated  standing  audit
committee,  or a committee  performing similar functions.  The Company also does
not  have an  audit  committee  financial  expert  (as  defined  in Item  401 of
Regulation S-B).

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors and executive  officers and persons who beneficially own more than ten
percent of a registered  class of the Company's  equity  securities to file with
the SEC  initial  reports of  ownership  and reports of change in  ownership  of
common stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. To our  knowledge,
the following  persons have failed to file, on a timely  basis,  the  identified
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year:

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                             Transactions   Known failures
                              Number of       not timely       to file a
Name and Relationship        late reports      reported     required form
--------------------------   ------------    ------------   --------------
Gene Jackson, Director,            1               1              0
GBJ, Inc., 10% shareholder         1               1              0


ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth  compensation  information for our Chief
Executive Officer for the fiscal years ended January 31, 2005.

                           SUMMARY COMPENSATION TABLE

                                                                         Long-term
                                         Annual Compensation            Compensation
                                  --------------------------------   -----------------

Name and             Year ended                     Other Annual     Options     LTIP      All Other
Principal Position   January 31   Salary   Bonus   Compensation(1)   Granted   Payouts   Compensation
------------------   ----------   ------   -----   ---------------   -------   -------   ------------
<S>                  <C>          <C>      <C>     <C>               <C>       <C>       <C>

Gene Jackson,
Director,              2005         $0      -0-          0              0        -0-         -0-

</TABLE>

         To date, we have paid no cash  compensation  to our directors for their
services  as  directors.  We  have no  standard  arrangements  to pay  any  such
compensation  to our  directors  in their  capacity  as  directors,  other  than
reimbursement  for  expenses  incurred  in  connection  with their  services  as
directors.

                                       11
<PAGE>
<TABLE>
<CAPTION>

ITEM 11. SECURITY  OWNERSHIP OF  CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         The  following  table sets forth  certain  information  concerning  the
number of shares of our common stock owned  beneficially as of April 1, 2005 by:
(i) each person  known to us to own more than five  percent (5%) of any class of
our voting securities;  (ii) each of our executive  officers and directors;  and
(iii) all our directors and officers as a group. Unless otherwise indicated, the
stockholders listed possess sole voting and investment power with respect to the
shares shown.  Unless otherwise noted in the table below, each executive officer
and director can be contacted at our principal offices.

                                                                                    Beneficial     Percent of
                      Beneficial                     Beneficial      Percent of     Ownership       Series A
                      Ownership     Percent of        Ownership        Class B      of Series A    Preferred
                      of Common     Common Stock     of Class B     Common Stock    Preferred       Stock        Percent of
Name and Address(1)     Stock      Outstanding(2)   Common Stock   Outstanding(3)     Stock       Outstanding   Actual Voting
-------------------   ----------   --------------   ------------   --------------   -----------   -----------   -------------
<S>                   <C>          <C>              <C>            <C>              <C>           <C>           <C>
GBJ, Inc.              6,000,000         20%         10,000,000        44.38%        1,233,888       100%          87.45%
Gene Jackson               0                              0                              0
-------------------
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         As of  January  31,  2005,  we owed $ 434,198  to GBJ,  Inc.,  a Nevada
corporation controlled by Gene Jackson, our President,  Secretary, Treasurer and
a Director.

         On January 31, 2001 and  previously,  we borrowed  $53,570  from Howard
Dix, one of our former directors,  for which we executed an unsecured promissory
note in that amount in his favor. One principal payment was made on the note and
the current note principal balance is $50,250. The note bears interest at 5% per
year and was due  September  30, 2001.  The Company did not pay the note when it
became due.

                                       12
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

Exhibit No.       Description of Exhibit
-----------       --------------------------------------------------------------
2.1               Asset  Purchase  Agreement,  dated June 24, 2003,  between the
                  Company's  majority owned  subsidiary  Kingdom  Communications
                  Group, Inc. and Christian  Speakers & Artists,  Inc., a wholly
                  owned subsidiary of RegalWorks, Inc. (1)

2.2               Asset  Purchase  Agreement,  dated July 31, 2003,  between the
                  Company's  majority owned  subsidiary  Kingdom  Communications
                  Group, Inc. and Blue Hill Media, Inc. (2)

2.3               Agreement and Plan of Merger, dated July 31, 2003, between the
                  Company,   the   Company's   wholly  owned   subsidiary   AACC
                  Acquisition   Corporation,   Inc.,  American   Association  of
                  Christian Counselors, Inc., and Dr. Timothy E. Clinton. (3)

2.4               Settlement  Agreement  and Release,  dated  December 15, 2003,
                  between  the  Company,   American   Association  of  Christian
                  Counselors, Inc., Visionquest Ministries, Inc., Dr. Timothy E.
                  Clinton, Gene R. Jackson, and Dr. John Jackson. (4)

2.5               Asset Purchase  Agreement by and among Kingdom Ventures,  Inc.
                  and iExalt, Inc. dated February 3, 2003.

3.1               Amended and Restated  Articles of  Incorporation of Legends of
                  the Faith, Inc. (5)

3.2               Amended and Restated Bylaws of Legends of the Faith, Inc. (5)

3.3               Amendment   to  the   Amended   and   Restated   Articles   of
                  Incorporation of Legends of the Faith, Inc. (6)

3.4               Amendment   to  the   Amended   and   Restated   Articles   of
                  Incorporation of Kingdom Ventures, Inc. (6)

4.1               Certificate of Designations of Limitations,  Preferences,  and
                  Relative Rights of the Series B Common Stock. (6)

4.2               Promissory  Note  between  the  Company  and  Dr.  Timothy  E.
                  Clinton. (7)

10.1              Unsecured  Promissory  Note by Kingdom  Ventures,  Inc. in the
                  principal  amount  of  $53,750  in favor of  Howard  Dix dated
                  January 31, 2001. (8)

10.2              Unsecured  Promissory  Note by Kingdom  Ventures,  Inc. in the
                  principal amount of $246,777.65 in favor of J&J Holdings, Inc.
                  dated January 31, 2003.

10.3              2003 Stock Compensation Plan. (9)

10.4              Exchange  Agreement  between J&J  Holdings,  Inc.  and Kingdom
                  Ventures, Inc., dated as of February 3, 2003.


                                       13
<PAGE>

----------------

(1)  Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on June 25, 2003.

(2)  Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on August 7, 2003.

(3)  Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on September 11, 2003.

(4)  Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on December 30, 2003.

(5)  Incorporated by reference to the Company's  Registration  Statement on Form
     10-SB  (Registration  No. 000-32273) filed with the Securities and Exchange
     Commission on January 31, 2001.

(6)  Incorporated  by  reference  to the  Company's  Form  8-A  filed  with  the
     Securities and Exchange Commission on May 5, 2003.

(7)  Incorporated  by  reference  to the  Company's  Form  8-K/A  filed with the
     Securities and Exchange Commission on December 10, 2003.

(8)  Incorporated by reference to the Company's  Registration  Statement on Form
     10-SB, as amended  (Registration  No.  000-32273) filed with the Securities
     and Exchange Commission on October 22, 2001.

(9)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-8  (Registration  No.  333-103031) filed with the Securities and Exchange
     Commission on February 7, 2003.

(10) Incorporated  by  reference  to the  Company's  Form  S-8  filed  with  the
     Securities and Exchange Commission on March 19, 2004.

         (b) Reports on Form 8-K

         On December 30, 2003, the Company filed a Form 8-K reporting under Item
2 the  execution of a Settlement  and Release  Agreement,  whereby the Company's
wholly owned subsidiary,  AACC Acquisition Corporation,  Inc. unwound its merger
with American  Association of Christian  Counselors,  Inc.

         On December 10, 2003,  the Company  filed a Form 8-K/A  amending a Form
8-K that was filed on September 9, 2003 and reporting under Item 2 the merger of
the Company's wholly owned subsidiary,  AACC Acquisition Corporation,  Inc. with
American  Association  of Christian  Counselors,  Inc. The  following  financial
statements  were filed with this Form 8-K/A:  (i) Audited  Consolidated  Balance
Sheets of American Association of Christian Counselors, Inc. as of July 31, 2003
and December 31, 2002;  (ii) Audited  Consolidated  Statements of Operations and
Accumulated Deficit of American Association of Christian Counselors,  Inc. as of
July 31, 2003 and December 31, 2002;  (iii) Audited  Consolidated  Statements of
Cash Flows of American Association of Christian Counselors,  Inc. as of July 31,
2003 and December 31, 2002;  (iv)  Unaudited  Pro Forma Balance Sheet of Kingdom
Ventures,  Inc. for the year ended January 31, 2003; and (v) Unaudited Pro Forma
Statement of Operations of Kingdom Ventures, Inc. for the year ended January 31,
2003.

                                       14
<PAGE>

         On December 9, 2003, the Company filed a Form 8-K/A amending a Form 8-K
that was filed on September 9, 2003 and reporting under Item 2 the merger of the
Company's  wholly owned  subsidiary,  AACC  Acquisition  Corporation,  Inc. with
American  Association  of Christian  Counselors,  Inc. The  following  financial
statements  were filed with this Form 8-K/A:  (i) Audited  Consolidated  Balance
Sheets of American Association of Christian Counselors, Inc. as of July 31, 2003
and December 31, 2002;  (ii) Audited  Consolidated  Statements of Operations and
Accumulated Deficit of American Association of Christian Counselors,  Inc. as of
July 31, 2003 and December 31, 2002;  (iii) Audited  Consolidated  Statements of
Cash Flows of American Association of Christian Counselors,  Inc. as of July 31,
2003 and December 31, 2002;  (iv)  Unaudited  Pro Forma Balance Sheet of Kingdom
Ventures,  Inc. for the year ended January 31, 2003; and (v) Unaudited Pro Forma
Statement of Operations of Kingdom Ventures, Inc. for the year ended January 31,
2003.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees
----------

The aggregate fees billed for  professional  services  rendered by the Company's
independent  auditors for the audit of the Company's financial  statements,  for
the reviews of the  financial  statements  included in the  Company's  Quarterly
Reports on Form 10-QSB,  and for other services  normally provided in connection
with  statutory  filings  were  $32,000.00  and $ 28,000.00  for the years ended
January 31, 2005 and January 31, 2004, respectively.

Audit-Related Fees
------------------

The Company  did not incur any fees for  professional  services  rendered by the
Company's independent auditors that are reasonably related to the performance of
the audit or review of the Company's  financial  statements  and not included in
"Audit Fees" during the years ended January 31, 2005 and January 31, 2004.

Tax Fees
--------

The aggregate fees billed for  professional  services  rendered by the Company's
independent  auditors for tax  compliance,  tax advice,  and tax  planning  were
$750.00 and $750.00,  for the years ended January 31, 2005 and January 31, 2004,
respectively.  The  services  for which  such fees  were paid  consisted  of the
preparation and filing of appropriate federal tax returns for each year.

All  Other  Fees
----------------

The Company did not incur any fees for other  professional  services rendered by
the Company's  independent  auditors during the years ended January 31, 2005 and
January 31, 2004.


                                       15
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               KINGDOM VENTURES INC

Date: August 03, 2005                           /s/ Gene Jackson
                                               ---------------------------------
                                               Gene Jackson, President & CEO



         In accordance  with the Exchange Act, this report has been signed below
by the  following  persons  on behalf of the  registrant  and in the  capacities
indicated.

Signature                           Title                            Date
---------                           -----                            ----

/s/ Gene Jackson                    President                    July 28, 2005
-------------------
Gene Jackson










                                       16
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                      F-2

Consolidate Balance Sheet as of January 31, 2005                             F-3

Consolidated Statement of Operations for the Twelve Months ended
January 31, 2005 and January 31, 2004                                        F-4

Statements of Changes in Stockholders' Equity for the Twelve Months
ended January 31, 2005 and January 31, 2004                                  F-5

Statements of Cash Flows for the Twelve Months ended January 31, 2005
and January 31, 2004                                                         F-6

Notes to Consolidated Financial Statements                                   F-7






                                      F-1
<PAGE>

E. Randall Gruber, CPA, PC
================================================================================
Certified Public Accountant                              Telephone (314)238-1224
10805 Sunset Office Drive, Suite 300                           Fax (314)238-1250
St. Louis, Missouri  63127

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
KINGDOM VENTURES, INC.

I have audited the accompanying  consolidated balance sheet of Kingdom Ventures,
Inc.  and  subsidiaries  as of January 31,  2005,  and the related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended January 31, 2005. These financial statements are the responsibility of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
consolidated financial statements based on my audit.

I  conducted  my  audit in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  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.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, such consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Kingdom
Ventures,  Inc. and  subsidiaries as of January 31, 2005, and the results of its
consolidated  operations and cash flows for the years ended January 31, 2005, in
conformity with accounting principles generally accepted in the United States of
America.



St. Louis, Missouri
July 27, 2005


The CPA, Never Underestimate the Value.

                   Member: American Institute of Certified Public Accountants
                   Registered: Public Company Accounting Oversight Board (PCAOB)

                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                             KINGDOM VENTURES, INC.
                           Consolidated Balance Sheet
                           January 31, 2005 and 2004



                                     ASSETS
                                     ------
                                                                       January 31,
                                                               --------------------------
                                                                   2005           2004
                                                               -----------    -----------
<S>                                                            <C>            <C>
Current assets
     Cash in banks                                             $       186    $    18,071
     Accounts receivable, no allowance for doubtful accounts          --          107,250
     Notes receivable, current portion                                --          246,222
                                                               -----------    -----------

          Total current assets                                         186        371,543

Property and equipment, at cost (net of accumulated
   depreciation of $-0- and $33,915)                                  --          180,044

Other assets
     Notes receivable, net of current portion                         --          493,664
     Trademarks / tradenames, unamortized                             --          150,260
     Goodwill - Products group                                        --          729,972
     Other assets                                                     --            4,298
                                                               -----------    -----------

          Total other assets                                          --        1,378,194
                                                               -----------    -----------

          Total assets                                                 186      1,929,781
                                                               ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

Current liabilities
     Accounts payable and accrued expenses                         338,990        123,090
     Notes payable                                               1,167,732      1,475,650
                                                               -----------    -----------

          Total current liabilities                              1,506,722      1,598,740

Stockholders' deficit
     Preferred stock, Series A, $.001 par value, 1,233,888
       shares authorized, issued and outstanding                     1,233          1,233
     Common stock (100,000,000 shares authorized, $.001 par
        value, 31,785,428 and 23,326,602 shares issued and
        outstanding                                                 31,785         23,327
     Additional paid in capital                                  8,115,156      7,404,301
     Accumulated deficit                                        (7,418,298)    (4,861,408)
                                                               -----------    -----------
                                                                   729,876      2,567,453
     Less - Treasury stock at cost (6,000,000 shares of
        common stock)                                           (2,236,412)    (2,236,412)
                                                               -----------    -----------

          Total stockholders' deficit                           (1,506,536)       331,041
                                                               -----------    -----------

          Total liabilities and stockholders' deficit          $       186    $ 1,929,781
                                                               ===========    ===========

</TABLE>

                 See accompanying note to financial statements
                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                             KINGDOM VENTURES, INC.
                      Consolidated Statement of Operations


                                                                For the year ended
                                                                    January 31,
                                                          ----------------------------
                                                               2005            2004
                                                          ------------    ------------
<S>                                                       <C>             <C>
Net Revenues                                              $       --      $       --

Cost of Goods Sold                                                --              --
                                                          ------------    ------------

          Gross profit                                            --              --

Operating Expenses
     Selling                                                      --              --
     General and administrative                                   --              --
     Depreciation                                                 --              --
                                                          ------------    ------------
                                                                  --              --
                                                          ------------    ------------

          Loss from continuing operations                         --              --

Non-Operating Expenses (Income)
     Interest expense                                          185,697         187,135
     Interest income                                            (3,000)           --
                                                          ------------    ------------
                                                               182,697         187,135
                                                          ------------    ------------

         Total non-operating expenses, net                    (182,697)       (187,135)

Discontinued operations - Net operations of sold assets     (1,525,611)     (2,902,697)

Discontinued operations - Loss on sale of assets              (848,582)        (98,500)
                                                          ------------    ------------

          Net income (loss)                               $ (2,556,890)   $ (3,188,332)
                                                          ============    ============

Net loss per share - Basic and diluted

     Continuing operations                                $      (0.01)   $      (0.01)
                                                          ============    ============

     Discontinued operations                              $      (0.05)   $       0.08
                                                          ============    ============

     Loss on sale of discontinued operations              $      (0.03)   $      (0.00)
                                                          ============    ============

Basic and diluted weighted average number of
  common shares outstanding                                 28,305,718      21,632,248
                                                          ============    ============
</TABLE>
Weighted average number of shares used to compute basic
and diluted loss per share is the same since the effect
of dilutive securities is anti-dilutive.

                 See accompanying note to financial statements
                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                             KINGDOM VENTURES, INC.
            Consolidated Statements of Stockholders' Equity (Deficit)
                  For the years ended January 31, 2004 and 2005


                                       Series A                                         Additional
                                   Preferred Stock               Common Stock            Paid-In
                                Shares        Amount        Shares         Amount        Capital
                             -----------   -----------   -----------    -----------    -----------
<S>                          <C>           <C>           <C>            <C>            <C>
Balance, January 31, 2003      1,233,888   $     1,233    12,500,000    $    12,500    $ 1,703,092

Issuance of treasury shares         --            --            --             --          735,811

Purchase of treasury shares         --            --      (6,000,000)        (6,000)    (2,194,000)

Issuance of common shares           --            --      16,826,602         16,827      7,159,398

Net loss for th year ended
  January 31, 2004                  --            --            --             --             --
                             -----------   -----------   -----------    -----------    -----------

Balance December 31, 2003      1,233,888         1,233    23,326,602         23,327      7,404,301

Issuance of common stock
  in settlement of note
  payable                           --            --       1,406,500          1,407        365,958

Issuance of common stock
  for services                      --            --       2,500,000          2,500        247,500

Issuance of common shares           --            --       2,088,444          2,087        120,285

Net loss                            --            --            --             --             --
                             -----------   -----------   -----------    -----------    -----------

Balance December 31, 2004      1,233,888   $     1,233    29,321,546    $    29,321    $ 8,138,044
                             ===========   ===========   ===========    ===========    ===========


                                    Treasury Stock       Accumulated
                                Shares        Amount       Deficit         Total
                             -----------   -----------   -----------    -----------

Balance, January 31, 2003      1,785,510   $   (76,184)  $(1,673,076)   $   (32,435)

Issuance of treasury shares   (1,785,510)       76,184          --          811,995

Purchase of treasury shares    6,000,000    (2,236,412)         --       (4,436,412)

Issuance of common shares           --            --            --        7,176,225

Net loss for th year ended
  January 31, 2004                  --            --      (3,188,332)    (3,188,332)
                             -----------   -----------   -----------    -----------

Balance December 31, 2003      6,000,000    (2,236,412)   (4,861,408)       331,041

Issuance of common stock
  in settlement of note
  payable                           --            --            --          367,365

Issuance of common stock
  for services                      --            --            --          250,000

Issuance of common shares           --            --            --          122,372

Net loss                            --            --      (2,427,314)    (2,427,314)
                             -----------   -----------   -----------    -----------

Balance December 31, 2004    $ 6,000,000   $(2,236,412)  $(7,288,722)   $(1,356,536)
                             ===========   ===========   ===========    ===========

</TABLE>

                 See accompanying note to financial statements
                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                             KINGDOM VENTURES, INC.
                      Consolidated Statements of Cash Flows


                                                                       For the years ended
                                                                           January 31,
                                                                   --------------------------
                                                                       2005           2004
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Cash flows from operating activities from
  continuing operations
     Income (loss) from continuing operations                      $  (182,697)   $  (187,135)
                                                                   -----------    -----------

     Net cash used in operating activities                            (182,697)      (187,135)

Cash flows from financing activities from continuing operations:
     Proceeds from debt                                                614,511      1,348,370
     Principal payment on debt                                        (556,472)      (301,470)
     Proceeds from issuance of stock                                   351,948        726,706
                                                                   -----------    -----------

     Net cash provided by financing activities                         409,987      1,773,606
                                                                   -----------    -----------

     Net change in cash                                                227,290      1,586,471

Net cash used in / provided by discontinued operations                (245,547)    (1,632,055)

Cash at beginning of period                                             18,071         63,655
                                                                   -----------    -----------

Cash at end of period                                              $      (186)   $    18,071
                                                                   ===========    ===========

Supplemental cash flow information:
     Cash paid for interest                                        $    25,250    $    15,000

Non-cash investing and financing activities:
     Stock based compensation                                      $   250,000    $ 3,559,752
     Provision for bad debts                                         1,288,155           --
     Impairment of intangible assets                                   880,232           --
     Issuance of common stock in settlement of debt                    367,365           --
     Notes receivable from disposal of assets                             --          739,886

</TABLE>




                 See accompanying note to financial statements
                                      F-6
<PAGE>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Background and Summary of Significant Accounting Policies

Background

Kingdom Ventures, Inc. ("the Company") was incorporated on March 17, 1999 in the
state  of  Nevada  as  Legends  of the  Faith,  Inc.  The  Company  was a  media
communications and product company for the Christian marketplace.  The Company's
primary  media  property  was  Christian   Times  Today,  a  monthly   newspaper
distributed by and to churches. The Company's product group activities were done
by Mr. Roy Productions, a northern Nevada silk screen, embroidery and production
facility that serves a local clientele and provides  product support for each of
the Company's other  activities.  In July, 2002, the Company changed its name to
Kingdom  Ventures,  Inc. to better represent the nature of its evolving business
as a church and people development company. During December,  2004, all business
ventures of Kingdom Ventures, Inc. ceased upon voluntary foreclosure of business
assets.

The  accompanying  financial  statements  for the year ended  January  31,  2005
include the accounts of the Company and its subsidiaries,  Christian Times, Inc.
and Mr. Roy  Productions,  Inc. All significant  intercompany  transactions  and
account balances have been eliminated.

Basis of Presentation

During  December,  2004,  the  Company  agreed to release  the assets of its two
subsidiaries,  Christian Times, Inc., and Mr. Roy Productions,  Inc. in exchange
for a reduction in the outstanding  notes payable under the terms of a voluntary
foreclosure. These two operating subsidiaries were accounted for as discontinued
operations  under  generally  accounting  principles  (GAAP) and  therefore  the
results  of  operations  and cash  flows have been  removed  from the  Company's
regular  continuing  operations and cash flows for all periods presented in this
document.

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America,  which
contemplate continuation of the Company as a going concern. The Company incurred
a net loss for the year ended January 31, 2005 of $2,427,314  and at January 31,
2005, had an accumulated deficit of $7,288,722 Much of the losses have come from
the voluntary  foreclosure of the two subsidiaries,  the loss on the disposal of
the assets, including goodwill, and uncollectible account write-offs,  and stock
based compensation related expenses.

With the sale of its two  operating  subsidiaries,  the  Company  will  generate
minimal revenues from its operations.  These conditions raise  substantial doubt
as to the  Company's  ability to continue as a going  concern.  These  financial
statements do not include any adjustments  that might result from the outcome of
this  uncertainty.  These  financial  statements do not include any  adjustments
relating to the recoverability and classification of recorded asset amounts,  or
amounts  and   classification   of  recorded  asset  amounts,   or  amounts  and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

Management plans to take the following steps that it believes will be sufficient
to provide the Company with the ability to continue in existence.

Management  plans to raise  additional  financing in an as yet to be  determined
amount to address the  Company's  capital  requirements.  Management  intends to
raise the  additional  capital  through  public and / or private equity and / or
debt financing.  Management is targeting a business in a profitable  industry to
acquire, and / or targeting a business or individuals to acquire it.

                                      F-7
<PAGE>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  consolidated  financial  statements and the reported amounts of revenue and
expenses during the reporting periods.  As of January 31, 2005, the Company used
estimates in  determining  the value of common stock issued to  consultants  for
services. Actual results could differ from these estimates.

Fair Value of Financial Instruments

For certain of the Company's  financial  instruments,  including cash,  accounts
payable and accrued interest, the carrying amounts approximate fair value due to
their short  maturities.  The amounts shown for notes  payable also  approximate
fair value because  current  interest rates and terms offered to the Company for
similar debt are substantially the same.

Cash and Cash Equivalents

For purposes of the  comparative  statements of cash flows,  the Company defines
cash equivalents as all highly liquid debt instruments purchased with a majority
of three months or less, plus all certificates of deposit.

Concentration of Credit Risk

Financial  instruments,  which potentially subject the Company to concentrations
of credit risk,  consist of cash.  The Company places its cash with high quality
financial  institutions  and at times may  exceed  the FDIC  $100,000  insurance
limit.  The Company  extends  credit based on an  evaluation  of the  customer's
financial  condition,  generally  without  collateral.  Exposure  to  losses  on
receivables is principally dependent on each customer's financial condition. The
Company  monitors its exposure for credit  losses and maintains  allowances  for
anticipated losses, as required.

Property and Equipment

Property and  equipment are carried at cost.  Depreciation  is computed at rates
sufficient to amortize the cost of the assets over their estimated  useful lives
using  the  straight-line  method.  Depreciation  is based  upon  the  following
estimated useful lives:
                                                   Years
                                                   -----
              Leasehold improvements                10
              Equipment                             10
              Furniture and fixtures                 7


Expenditures  for  maintenance and repairs are charged to operations as incurred
while renewals and  betterments are  capitalized.  Gains and losses on disposals
are included in the results of operations.

Impairment of Long-lived Assets

The Company  reviews the  carrying  values of its  long-lived  and  identifiable
intangible  assets for possible  impair-  ment, at least  annually,  or whenever
events or changes in  circumstances  indicate that the carrying amount of assets
may not be recoverable.

                                      F-8
<PAGE>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Goodwill and Intangibles

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets", which became effective February 1, 2002,
goodwill and other  intangible  assets with  indeterminable  lives are no longer
subject to  amortization  but are tested for  impairment  annually  or  whenever
events or changes in  circumstances  indicate  that the asset might be impaired.
Intangible assets with finite lives continue to be subject to amortization,  and
any impairment is determined in accordance  with SFAS No. 144,  "Accounting  for
the Impairment or Disposal of Long-Lived Assets".

Revenue Recognition

During the year ended January 31, 2005, the Company operated in two departments,
namely media and product  operations.  The Company  recognized  revenue from the
media  operation when  advertisements  were  presented.  The Company  recognized
revenue  from  the  product  operations  when the  product  was  shipped  to the
customer.  Shipping and handling costs are recorded as revenue and related costs
are charged to cost of sales.

Income Taxes

The Company  accounts  for income taxes under SFAS 109,  "Accounting  for Income
Taxes."  Under the asset and liability  method of SFAS 109,  deferred tax assets
and liabilities are recognized for the future tax  consequences  attributable to
differences between the financial statements carrying amounts of existing assets
and  liabilities  and their  respective  tax  bases.  Deferred  tax  assets  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered or settled.

Loss per Share

In accordance with SFAS No. 128, "Earnings Per Share," the basic income / (loss)
per common share is computed by dividing net income / (loss) available to common
stockholders  by the  weighted  average  number  of common  shares  outstanding.
Diluted  income per common  share is computed  similar to basic income per share
except that the  denominator  is increased  to include the number of  additional
common shares that would have been  outstanding  if the potential  common shares
had been issued and if the additional common shares were dilutive.

Comprehensive Income

Statement  of  Financial   Accounting   Standards  (SFAS)  No.  130,  "Reporting
Comprehensive  Income,"  establishes  standards for the reporting and display of
comprehensive  income and its  components in the financial  statements.  For the
years ended January 31, 2005 and 2004,  the Company has no items that  represent
other  comprehensive  income,  and  accordingly,  has not included a schedule of
comprehensive income in the financial statements.

Recent Accounting Pronouncements

In  January  2003,  the FASB  issued  Interpretation  No 46,  "Consolidation  of
Variable Interest Entities" (an  interpretation of Accounting  Research Bulletin
(ARB) No. 51, Consolidation Financial State- ments). Interpretation 46 addresses
consolidation  by business  enterprises of entities to which the usual condition
of consolidation  described in ARB-5 does not apply. The Interpretation  changes
the criteria by which one company  includes  another entity in its  consolidated
financial  statements.  The general  requirement to consolidate  under ARB-51 is
based on the  presumption  that an enter-  prise's  financial  statement  should
include all of the  entities in which it has a  controlling  financial  interest

                                      F-9
<PAGE>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(i.e., majority voting interest). Interpretation 46 requires a variable interest
entity to receive a majority of the entity's residual returns or both. A company
that consolidated a variable  interest entity is called the primary  beneficiary
of that entity.  In December 2003, the FASB concluded to revise certain elements
of FIN 46,  primarily  to clarify  the  required  accounting  for  interests  in
variable interest entities. FIN-46R replaces FIN-46. that was issued in January,
2003.  FIN-46R exempts certain  entities from its  requirements and provides for
special effective dates for entities that have fully or partially applied FIN-46
as of December  24, 2003.  In certain  situations,  entities  have the option of
applying  or  continuing  to apply  FIN-46  for a short  period  of time  before
applying FIN-46R. In general,  for all entities that were previously  considered
special  purpose  entities,  FIN 46 should be applied for  registrants  who file
under  Regulation SX in periods ending after March 31, 2004, and for registrants
who file under  Regulation  SB, in periods  ending after  December 15, 2004. The
Company does not expect the adoption to have a material  impact on the Company's
financial position or results of operations.

During  April 2003,  the FASB issued SFAS 149 - "Amendment  of Statement  133 on
Derivative Instruments and Hedging Activities",  effective for contracts entered
into or  modified  after  September  30,  2003,  except as stated  below and for
hedging relationships  designated after September 30, 2003. In addition,  except
as  stated  below,   all  provisions  of  this   Statement   should  be  applied
prospectively.  The  provisions of this  Statement  that relate to Statement 133
Implement-  ation Issues that have been effective for fiscal quarters that began
prior to June 15, 2003,  should  continue to be applied in accordance with their
respective effective dates. In addition, paragraphs 7(a) and 23(a), which relate
to forward purchases or sales of when-issued securities or other securities that
do not yet exist, should be applied to both existing contracts and new contracts
entered into after  September  30, 2003.  The adoption of this  statement had no
impact on the Company's financial statements.

During May 2003,  the FASB issued SFAS 150 - "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity",  effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective for public  entities at the  beginning of the first interim  period
beginning after June 15, 2003. This Statement  establishes  standards for how an
issuer classifies and measures certain financial instrument with characteristics
of  both  liabilities  and  equity.  It  requires  that  an  issuer  classify  a
freestanding financial instrument that is within its scope as a liability (or an
asset  in  some  circumstances).  Many  of  those  instruments  were  previously
classified as equity.  Some of the  provisions of this  Statement are consistent
with the current  definition of  liabilities  in FASB Concepts  Statement No. 6,
Element of Financial Statements. The adoption of this statement had no impact on
the Company's financial statements.

In  December  2003,  the  FASB  issued  a  revised  SFAS  No.  132,  "Employers'
Disclosures about Pensions and Other Postretirement Benefits" which replaces the
previously  issued  Statement.  The revised  Statement  increases  the  existing
disclosures  for  defined  benefit  pension  plans  and  other  defined  benefit
postretirement plans. However, it does not change the measurement or recognition
of those  plans as  required  under  SFAS No.  88,  "Employers'  Accounting  for
Settlements   and   Curtailments  of  Defined  Benefit  Pension  Plans  and  for
Termination   Benefits,"   and  SFAS  No.  106,   "Employers'   Accounting   for
Postretirement  Benefits  Other  Than  Pensions."   Specifically,   the  revised
Statement  requires  companies to provide  additional  disclosures about pension
plan  assets,  benefit  obligations,  cash flows,  and benefit  costs of defined
benefit  pension plans and other defined  benefit  postretirement  plans.  Also,
companies  are required to provide a breakdown of plan assets by category,  such
as debt, equity and real estate, and to provide certain expected rates of return
and target allocation  percentages for these asset  categories.  The Company has
implemented  this  pronouncement  and has  concluded  that the  adoption  has no
material impact to the financial statements.

                                      F-10
<PAGE>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In December,  2003, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting  Bulletin ("SAB") No. 104, "Revenue  Recognition." SAB 104 supersedes
SAB 11, "Revenue Recognition in Financial Statements." SAB 104's primary purpose
is to rescind  accounting  guidance  contained  in SAB 101  related to  multiple
element  revenue  arrangements,  superseded  as a result of the issuance of EITF
00-21,   "Accounting  for  Revenue  Arrangements  with  Multiple  Deliverables."
Additionally,  SAB 104  rescinds  the SEC's  Revenue  Recognition  in  Financial
Statements  Frequently Asked Questions and Answers (the FAQ) issued with SAB 101
that had been codified in SEC Topic 13, Revenue  Recognition.  Selected portions
of the FAQ have been incorporated into SAB 104. While the wording of SAB 104 has
changed  to  reflect  the  issuance  of  EITF  00-21,  the  revenue  recognition
principles of SAB 101 remain largely unchanged by the issuance of SAB 104, which
was  effective  upon  issuance.  The  adoption  of SAB 104 did  not  impact  the
financial statements.

In March,  2004, the FASB approved the consensus  reached on the Emerging Issues
Task  Forces  (EITF)  Issue  No.  03-1,  "The  Meaning  of  Other-Than-Temporary
Impairment and Its  Application to Certain  Investments."  The objective of this
Issue is to provide  guidance for identifying  impaired  investments.  EITF 03-1
also provides new disclosure requirements for investments which are deemed to be
temporarily  impaired.  In September 2004, the FASB issued a FASB Staff Position
(FSP)  EITF  03-1-1  that  delays  the  effective  date of the  measurement  and
recognition are effective only for annual periods ending after June15, 2004. The
Company has evaluated the impact of the adoption of the disclosure  requirements
of EITF  03-1 and does not  believe  it will  have an  impact  to the  Company's
overall combined results of operations or combined financial position.  Once the
FASB reaches a final decision on the measurement and recognition provisions, the
Company will evaluate the impact of the adoption of EITF 03-1.

In November 2004, the FASB issued SFAS No. 151 "Inventory  Costs",  an amendment
of ARB No.  43,  Chapter 4 ("SFAS No.  151").  The  amendments  made by SFAS 151
clarify that abnormal amount of idle facility expense,  freight, handling costs,
and wasted materials  (spoilage) should be recognized as current-period  charges
and require the allocation of fixed  production  overheads to inventory based on
the normal capacity of the production facilities.  The guidance is effective for
inventory  costs  incurred  during fiscal years  beginning  after June 15, 2005.
Earlier  application  is permitted for inventory  costs  incurred  during fiscal
years beginning after November 23, 2004. The Company has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing  Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152") SFAS 152 amends SFAS No. 66,  "Accounting  for Sales of Real  Estate",  to
reference  the  financial  accounting  and  reporting  guidance  for real estate
time-sharing  transactions that is provided in AICPA Statement of Position (SOP)
04-2,  "Accounting  for Real Estate  Time-Sharing  Transactions".  SFAS 152 also
amends SFAS No. 67,  "Accounting for Costs and Initial Rental Operations of Real
Estate Projects",  to state that the guidance for (a) incidental  operations and
(b) costs  incurred to sell real estate  projects  does not apply to real estate
time-sharing  transactions.  The  accounting  for those  operations and costs is
subject  to the  guidance  in  SOP04-2.  SFAS  152 is  effective  for  financial
statements  for  fiscal  years  beginning  after  June 15,  2005,  with  earlier
applications encouraged. The Company has evaluated the impact of the adoption of
SFAS 152, and does not believe the impact will be  significant  to the Company's
overall results of operations or financial position.

                                      F-11
<PAGE>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Asset,
an amendment of APB Opinion No. 29,  Accounting for  Nonmonetary  Transactions."
The  amendments  made by SFAS 153 are based on the principle  that  exchanges of
nonmonetary  assets  should be  measured  based on the fair  value of the assets
exchanged.   Further,   the  amendments   eliminate  the  narrow  exception  for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception  for  exchanges  of  nonmonetary  assets  that do not have  commercial
substance.  Previously,  Opinion 29 required that the accounting for an exchange
of a productive asset for a similar  productive asset or an equivalent  interest
in the same or similar  productive  asset should be based on the recorded amount
of the  asset  relinquished.  Opinion  29  provided  an  exception  to its basis
measurement  principle (fair value) for exchanges of similar  productive assets.
That exception required that some nonmonetary  exchanges,  although commercially
substantive,  to be recorded on a carryover  basis. By focusing the exception on
exchanges  that lack  commercial  substance,  the FASB  believes SFAS No. 153 is
effective for nonmonetary asset exchanges  occurring in fiscal periods beginning
after June 15, 2005.  Earlier  application  is permitted for  nonmonetary  asset
exchanges occurring in fiscal periods beginning after the date of issuance.  The
provisions  of SFAS No.  153 shall be applied  prospectively.  The  Company  has
evaluated  the impact of the  adoption  of SFAS 153,  and does not  believe  the
impact will be  significant  to the Company's  overall  results of operations or
financial position.

In December  2004,  the FASB issued SFAS No. 123  (revised  2004),  "Share-Based
Payment"  ("SFAS  123R").  SFAS 123R will provide  investors  and other users of
financial  statements  with more complete and neutral  financial  information by
requiring  that  the   compensation   costs  relating  to  share-based   payment
transactions be recognized in financial  statements.  That cost will be measured
based on the fair value of the equity or liability instruments issued. SFAS 123R
covers a wide range of share-based  compensation  arrangements  including  share
options,  restricted share plans,  performance-based  awards, share appreciation
rights and employee  share  purchase  plans.  SFAS 123R  replaces  SFAS No. 123,
"Accounting  for Stock-Based  Compensation",  and supercedes APB Opinion No. 25,
"Accounting  for Stock Issued to Employees".  SFAS 123, as originally  issued in
1995,  established  as preferable a  fair-value-based  method of accounting  for
share-based  payment  transactions  with  employees.   However,  that  statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have been had the preferable  fair-value based method been used. Public entities
(other than those filing as small  business  issuers)  will be required to apply
SFAS 123R as of the first interim or annual  reporting  period that begins after
June 15, 2005. The Company has evaluated the impact of the adoption of SFAS 123R
and does not believe the impact will be  significant  to the  Company's  overall
results of operations or financial position.

Note 2 - Stock Options

The Company has reserved  1,000,000  shares of treasury stock for options.  From
time to time at the  discretion  of the Board of  Directors,  stock  options are
granted to  directors,  officers,  employees  and certain  consultants.  Options
issued  expire not more than five years  after the grant date.  In March,  2003,
options  were granted to three  directors  totaling  250,000  shares at $.50 per
share.  These  options  expire March 4, 2008.  As of January 31,  2005,  750,000
shares were  available for options.  No  compensation  expense has been recorded
related to these options in accordance with APB No. 25.

                                      F-12
<PAGE>
<TABLE>
<CAPTION>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3 -  Notes Payable
<S>                                                                                 <C>
              Note payable to GBJ, Inc. the majority shareholder, bearing
              interest at 7% per annum.  The note was due on January 31,
              2005.  The note is collateralized by a general obligation of the
              assets and receipts of the Company.                                   $    509,198

              Note payable to a corporation, bearing interest at 7% per annum,
              payable no later than January 31, 2005.  The note is collateralized        342,834
              by a general obligation of the assets and receipts of the Company,

              Note payable to a director, bearing interest at 5% per annum,
              payable no later than January 31, 2005.  The note is unsecured.             49,000

              Note payable to a former employee and Director, bearing interest
              at 5% per annum, payable on demand.                                         71,700

              Note payable to a trust,  bearing interest at 2.50% per month. The
              note  was  due  on  or  before   April  9,   2004.   The  note  is
              collateralized by a general obligation on the assets and receipts
              of the Company.                                                             45,000

              Note payable to a trust,  bearing interest at 2.50% per month. The
              note  was  due  on  or  before   April  9,   2004.   The  note  is
              collateralized by a general obligation on the assets and receipts
              of the Company.                                                             50,000

              Note payable to an individual,  bearing  interest at 5% per month.
              The  note  was  due on or  before  April  25,  2004.  The  note is
              collateralized by a general obligation on the assets and receipts
              of the Company.                                                             50,000

              Note payable to an individual,  bearing  interest at 5% per month.
              The  note  was  due  on or  before  May  29,  2004.  The  note  is
              collateralized by a general obligation on the assets and receipts
              of the Company.                                                             50,000
                                                                                    ------------

                                                                                    $  1,167,732
                                                                                    ============

</TABLE>

Accrued interest on the notes payable totals $172,631 at January 31, 2005.

Note 4 - Basic and diluted net income (loss) per share

Net loss per share is calculated  in accordance  with the Statement of Financial
Accounting  Standards No. 128 (SOFAS No. 128),  "Earnings per Share".  Basic net
loss per share is based  upon the  weighted  average  number  of  common  shares
outstanding.  Diluted  net loss per  share is based on the  assumption  that all
dilutive  convertible  shares and stock  options were  converted  or  exercised.
Dilution is computed by applying the treasury  stock method.  Under this method,
options and warrants are assumed to be exercised at the  beginning of the period
(or at the time of issuance,  if later),  and as if funds obtained  thereby were
used to purchase common stock at the average market price during the period.

                                      F-13
<PAGE>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Weighted  average  number of shares used to compute  basic and diluted  loss per
share is the same in these  financial  statements  since the effect of  dilutive
securities is anti-dilutive.

Note 5 - Stockholders' Deficit

Series A Preferred Stock
------------------------

Designation and Number in Series.  There shall be a series of preferred stock of
the  Corporation  designated  the  "Series A  Preferred  Stock"  ('the  Series A
Preferred  Stock"),  and the number of shares  constituting such series shall be
1,233,888  shares,  having $.001 par value share.  The Series A Preferred  Stock
shall,  with respect to all preferences,  limitations and relative rights hereof
be senior to the common stock of the Corporation, $.001 par value per share (the
"Common  Stock"),  and all  shares  of the  preferred  stock of the  Corporation
outstanding  on the date of issuance of the Series A Preferred  Stock other than
the Series A Convertible Preferred Stock.

Dividends and Distributions. The holders of outstanding Series A Preferred Stock
shall not be entitled to receive interest or dividends on the shares of Series A
Preferred.

In the event  that  there is a  liquidation,  dissolution  or  winding up of the
Corporation or there shall occur an extraordinary  transaction,  as defined, the
holders of shares of the Series A  Preferred  Stock  then  outstanding  shall be
entitled  to be  paid  out  of  the  assets  of the  Corporation  available  for
distribution to its stockholders, before any payment shall be made in respect of
the Common  Stock or any other  securities  ranking  junior to the  "Liquidation
Value" shall mean an amount equal to $.20 per share of Series A Preferred Stock.
If the assets of the Corporation  shall be insufficient to permit the payment in
full to the  holders  of the  Series  A  Preferred  Stock  and any  stock of the
Corporation  ranking on parity  with the Series A Preferred  Stock,  all amounts
distributable to them under this Section 3 or the  corresponding  section of the
Certificates of Designations establishing such series, then the entire assets of
the Corporation  available for such  distribution  shall be distributed  ratably
among the  holders  of the  Series A  Preferred  Stock and the stock  ranking on
parity Series A Preferred  Stock in proportion to the full  preferential  amount
each such holder is otherwise entitled to receive.

The shares of the Series A Preferred Stock shall be voted with the shares of the
Common  Stock  at  any  annual  or  special   meeting  of  stockholders  of  the
Corporation,  or the  holders of Series A  Preferred  Stock shall act by written
consent together with and in the same manner as the holders of the Common Stock,
upon the following basis:  each holder of shares of the Series A Preferred Stock
shall  be  entitled  to two  hundred  (200)  votes  for each  share of  Series A
Preferred  Stock held by him or her on the record date fixed for such meeting or
on the  effective  date is set, the close of business on the record date, or the
effective date of such written consent.

As long as 10% of the shares of Series A Preferred  Stock are  outstanding,  the
Corporation shall not, without first obtaining the approval of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock (i) amend
the Corporation's Articles of Incorporation or bylaws exercisable for any equity
security  having a  preference  over,  or being on a parity  with,  the Series A
Preferred  Stock with respect to dividends  upon  liquidation  (ii) authorize or
issue,  or obligate  itself to issue any other equity  security,  including  any
other security  convertible into or exercisable for any equity security having a
preference  over or being on a parity  with the  Series A  Preferred  Stock with
respect to dividends or upon  liquidation,  (iii) declare dividends on any share
or shares of preferred stock or common stock, or repurchase or redeem any shares
of preferred stock or common stock, (iv) authorize a merger, sale of all assets,
consolidation,  recapitalization  of  the  corporation,  or  (v)  authorize  the
issuance of additional shares of Series A Preferred Stock.

Common stock
------------

During the year ended  January 31, 2005,  the Company  issued  common stocks for
various services to the following parties:

The  Company  issued  2,500,000  shares  toward the  exercise of warrants at the
exercise price of $.10. The Company recorded consulting expense in the amount of
$250,000.

                                      F-14
<PAGE>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The  Company  issued  1,406,500  shares of common  stock  valued at  $367,365 in
settlement  of notes  payable  amounting  to $241,940  and  recognized a loss of
$125,425 as loss on settlement of debt.

The Company issued 4,552,326 shares for cash of $101,498.

Note 6 - Segment reporting

The Company has two reportable  segments  consisting of the  distribution of the
newspaper  and the selling of  merchandise.  The Company  evaluates  performance
based on sales,  gross profit margins and operating  profit before income taxes.
The following  information is information for the Company's  reportable segments
for the year ended January 31, 2005 (in thousands):

                                      Newspaper    Merchandise
                                       Segment       Segment      Total
                                         ($)           ($)         ($)
                                         ---           ---         ---

          Revenue                         510          401          911
          Depreciation                   --             22           22
          Loss from operations
            before income taxes          (359)      (2,334)      (2,693)
          Identifiable assets             158          353          511
          Capital expenditures           --             14           14


The following is information for the Company's  reportable segments for the year
ended January 31, 2004 (in thousands):

                                      Newspaper    Merchandise
                                       Segment       Segment      Total
                                         ($)           ($)         ($)
                                         ---           ---         ---

          Revenue                          61          760          821
          Depreciation                   --             30           30
          Loss from operations
            before income taxes           (64)      (4,793)      (4,857)
          Identifiable assets              50        1,880        1,930
          Capital expenditures           --             84           84

Note 7 -  Going Concern

The accompanying  condensed consolidated financial statements have been prepared
assuming  that the Company  will  continue  as a going  concern.  Going  concern
contemplates  the  realization of assets and the  satisfaction of liabilities in
the normal course of business over a reasonable  length of time. These condensed
financial  statements show that there are minimal  revenues and that the Company
has sustained losses of $7,418,298 since inception. The future of the Company is
dependent upon its ability to identify a prospective  target  business and raise
the  capital  it  will  require  through  the  issuance  of  equity  securities,
borrowings  or a  combination  thereof.  The  condensed  consolidated  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or the  amounts  and  classifications  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

                                      F-15
<PAGE>

                             KINGDOM VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8 - Lease Obligations

The Company has settled  with all  lessors,  and the  remaining  lease terms for
office space rental have expired as of January 31, 2005.

Note 9 -  Income Taxes

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  statement
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets as of December 31, 2004 are as
follows:

               Deferred tax assets:
                  Federal net operating loss      $    2,393,027

                  Less - Valuation allowance
                    for deferred tax assets           (2,393,027)
                                                  --------------

                                                  $         --
                                                  ==============

At December 31, 2004, the Company had federal net operating losses ("NOL") carry
forwards of approximately $7,038,314 and $4,861,000 respectively.  Federal NOL's
could, if unused, expire in varying amounts in the years 2014 through 2019.

The valuation  allowance increased by $740,027 during the year ended January 31,
2005.  The Company has provided a 100%  valuation  allowance on the deferred tax
assets at  January  31,  2005 to reduce  such asset to zero,  since  there is no
assurance  that the Company will generate  future taxable income to utilize such
asset. Management will review this valuation allowance requirement  periodically
and make adjustments as warranted.

Note 10 - Litigation

A former key employee of the Company sought  resumption of payments under a 2003
arbitration award on a damage sum of approximately  $84,000. The alleged damages
were  contractual  in nature and did not appear to be covered by insurance.  The
plaintiff sought confirmation of the underlying award and reduction to judgment.
The Company has consistently  sought to resolve the matter,  by way of extensive
settlement  discussions,  and then by confidential settlement on the record. The
Company has  recorded a note payable in the amount of $71,700  which  represents
the unpaid amount of the arbitration award.

A note holder has filed a proceeding  in the Ninth  Judicial  District  Court of
Nevada, for breach of a $100,000 promissory note, breach of the covenant of good
faith  and fair  dealing,  fraud,  constructive  trust,  unjust  enrichment  and
injunctive  relief.  The alleged  damages are  contractual  in nature and do not
appear to be covered by insurance.  The Company  believes the tort claims do not
appear to be  meritorious.  The  Company  is trying to settle  the case and have
agreed to stay any litigation,  pending settlement discussions.  The Company has
recorded a note payable in the amount of $100,000 which  represents the original
amount of the notes payable.

Note 11 -  Subsequent Event

During  July,  2005,  the  Company's  majority  shareholder  agreed  to sell his
preferred stock with voting rights in the Company to a group of individuals. The
management  of the  Company  will be  assumed  by the  acquiring  group  who are
actively seeking businesses in profitable industries to acquire.


                                      F-16