SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

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

        For the fiscal year ended January 31, 2003

[ ]     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.)

          1045  STEPHANIE  WAY,  MINDEN,  NV             89423
     (Address  of  Principal  Executive  Offices)      (Zip Code)

                                 (775) 267-2242
                (Issuer's telephone number, including area 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)

Indicate  by check mark 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  issuer'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, 2003 totaled $3,194,813.

As  of  April  25,  2003  the  issuer  had  17,294,185  shares  of  common stock
outstanding.  The  aggregate  market  value  of  the  common  stock  held  by
non-affiliates  on  April  25,  2003,  was  approximately  $11,033,781.

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                                1

ITEM 2.    DESCRIPTION OF PROPERTIES                              6

ITEM 3.    LEGAL PROCEEDINGS                                      6

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    7

                                    PART II.

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS                                                7

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
           OPERATION                                              8

ITEM 7.    FINANCIAL STATEMENTS                                  11

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURES                  11

                                    PART III.

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
           EXCHANGE ACT                                          12

ITEM 10.   EXECUTIVE COMPENSATION                                14

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT                                            15

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS        16


<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 Venture's 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  Venture's  ongoing  obligation to disclose material information as
required  by  the  federal  securities  laws.


<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

General
-------

     Kingdom  Ventures, Inc. ("we," "us," "KDMV," or the "Company"), is a Nevada
corporation  which  was  organized  on  March 17, 1999.  Our principal office is
located  at  1045  Stephanie  Way, Minden, Nevada 89423.  We operate websites at
www.kdmvcorp.com,  www.iexalt.com,  www.yahwear.com,  www.kingdomgifts.net,
----------------   --------------   ---------------   --------------------
www.mrroys.com, www.sierracandles.com, and our two primary e-commerce website at
--------------  ---------------------
www.iexaltmall.com  and  www.xtremenotebooks.com,  (collectively,  the  "KV
------------------       -----------------------
Websites").

     Kingdom Ventures is a church development company helping churches and their
people  to  grow.  Kingdom Ventures also provides life-impacting products to the
faith  community.  Our  product  activities  are largely in three areas: Gifts &
Apparel, Technology & Partnerships, and Media & Marketing.  In our Kingdom Gifts
line,  we  sell  and distribute high quality Christian inspirational toys, gifts
and  other  products  that  are  designed  to  teach the Bible, shape values and
enhance character development in children.  We distribute "Toys that Teach"(TM),
consisting  primarily  of Bible character bears, books, music, and other related
products.

     Our  Apparel  line features "Yahwear", a line of Christian clothing sold in
e-commerce,  direct  mail,  and  at  Christian  music festivals.  We also sell a
complete  line of casual and semi-formal apparel through our Mr. Roys production
facility  in  Northern  Nevada.

     Our  Xtreme  Notebooks  subsidiary  provides  laptops, projectors, screens,
Tablet  PC's  and  other  products that enable users to become more effective in
their  business  and mission pursuits.  In addition, our Bible software provides
an  effective  tool  for  churches  and  schools  to  utilize  as  a fundraising
mechanism.

     Our  existing  distribution  outlets include Christian bookstores and other
retail  outlets,  fundraisers  for  schools  and organizations, direct "network"
marketing  through  parties  and  e-commerce over the Internet.  We are pursuing
additional  distribution  outlets  including  secular retail stores for selected
Kingdom  Ventures  products.

Overview
--------

     Kingdom Ventures, Inc. is a church development company helping churches and
their  people  grow.  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 business side of their
operations.

     Our  goal  is  to  become  the  driving  force  behind  the growth of these
organizations.  We  lend  our  management,  business development and fundraising
expertise  to  them,  positioning ourselves as a church development company.  We
can help faith-based organizations streamline their operations, raise additional
money  through  various  fund-raising activities or simply provide technological
solutions  that  transform small and medium-sized churches into state-of-the-art
presentation  centers.  We  help churches focus on their core mission - building
the people of God - by focusing on our core business: helping churches and their
people  grow.


<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.  Our  founder  and CEO, Gene
Jackson,  has  more  than  20 years experience in the printing, advertising, and
non-profit  ministry  arenas.  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 February 2002, we acquired a majority interest in Xtreme Notebooks, Inc.
Xtreme utilizes the same business model that has made Dell Computers the leading
computer retailer in the country.  Xtreme sells laptop computers, tablet-PCs and
projection equipment to the Christian and technical community through its online
e-commerce  site.  Xtreme  Notebooks  has  already  become  the  second  largest
reseller  of  Motion  Computing's  revolutionary  Tablet-PC.

     In  June  of  2002,  we  also  acquired Mr. Roy Productions, a Nevada-based
silkscreen  and  embroidery company with a 14-year track record in the industry.
This  has  strengthened  our  Yahwear  religious  apparel  line  as  we  can now
manufacture  clothes  in-house.  The  acquisition has also enabled us to perform
custom  work  for  schools,  churches  and  other  non-profit  organization.

     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.

Subsequent  Events
------------------

     Subsequent  to  the  closure  of our fiscal year 2002 audit period, Kingdom
Ventures  consummated  a  transaction  with  Iexalt,  Inc.  (www.iexalt.com  and
                                                             --------------
www.prayerweb.com),  whereby Kingdom Ventures has purchased all the intellectual
-----------------
property  and online media assets of Iexalt including websites, and website name
registrations.  The  purchase  of  Iexalt  assets will allow Kingdom Ventures to
substantially improve its Media & Marketing activities and our Internet presence
by providing current and future subscribers with the premier Christian portal of
the  21st  century.

     Subsequent  to  the  closure  of our fiscal year 2002 audit period, Kingdom
Ventures  entered into a business development consulting agreement with Resource
Capital  Management.  Our  Board  of  Directors  also approved the creation of a
Stock  Incentive  Plan  for  compensation  of  Business Development Consultants.
Approximately  8,100,000  warrants  were  issued  for the consulting services at
below  or  near  the  market  price  at the time of the issuance.  If all of the
warrants  were  exercised,  Kingdom  Ventures  would  realize  in excess of $1.5
million  dollars  in  cash.

     Subsequent  to  the closure of our fiscal year 2002 audit period, our Board
of  Directors and the holders of a majority of our outstanding shares approved a
change  to our Articles of Incorporation to permit us to issue different classes
or  series  of  common  stock.  After  approval  of  the amendment, the Board of
Directors  created  a  class of Series B Common Stock and declared a dividend of
two  shares  of Series B Common Stock for each outstanding share of Common Stock
as of February 7, 2003.  The shares of Series B Common Stock will be distributed
in  May  of  2003.


<PAGE>
     Subsequent  to  the  closure of our fiscal year 2002 audit period, we had a
change  on  our  Board of Directors.  John Howell left our employ and service on
the  Board  of  Directors to pursue other ventures.  The Company owes Mr. Howell
deferred compensation in the amount of $34,100 and an additional note payable in
the  amount  of $56,000.  In addition, the Company will be issuing an additional
75,000  shares  of  restricted  stock to Mr. Howell to add to the 100,000 shares
that  he  has  already  received  upon  commencement  of his employment with the
Company.  The  Board  may  present  additional nominees for Board service at our
annual  meeting  on  July  31,  2003.

     Subsequent to the closure of our fiscal year 2002 audit period, the company
has  initiated  a  series  of  partnerships  and  online initiatives designed to
strengthen  our  future  as  a  church  development  company.  These initiatives
include  partnerships  in church financing with Security Pacific Church Finance,
Internet  filtering  with  Bsafe  online,  facilitating  donating  of  cars  to
non-profit  organizations  (our  UCAN  initiative),  Christian  media  and
communications  (Christian  Times and Christian Artists & Speakers Bureau).  The
company  also  announced  the  retention  of  Focus  Partners  as  its  Investor
Relations/Public Relations firm.  Each of the above initiatives were released in
public  media  and  may  be  viewed  at  www.kdmvcorp.com
                                         ----------------

Industry  Background;  Market  for  Religious  Products
-------------------------------------------------------

     The  Company believes that the market for faith-based products is expanding
as parents and other family members increasingly search for tools to teach their
children  Christian values and develop character.  Christian filter contents for
the  Internet,  curricula for value development and creative media usage are all
indicators of the hunger that exists in the general population for inspirational
gift  products, apparel that makes a statement, and tools and technology to help
strengthen faith.  We believe we can reach this expanding market through each of
our  four  primary  distribution  channels.

     The Internet and other online services are evolving into a unique sales and
marketing  channel,  just  as  retail stores, mail-order catalogs and television
shopping  have  done.  Online  retailers can interact directly with customers by
frequently  adjusting  their  featured  selections, editorial insights, shopping
interfaces,  pricing,  and visual presentations.  The minimal cost to publish on
the  Web,  the  ability to reach and serve a large and global group of customers
electronically  from  a  central  location,  and  the potential for personalized
low-cost  customer  interaction provides additional economic benefits for online
retailers.  Unlike  traditional  retail  channels,  online retailers do not have
many  of  the  costs  of  managing  and  maintaining  a significant retail store
infrastructure  or  the  continuous  printing  and  mailing  costs  of  catalog
marketing.  Because  of  these  advantages  over  traditional  retailers, online
retailers  have  the potential to build large, global customer bases quickly and
to  achieve  superior  economic  returns  over  the  long  term.

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

     Kingdom  Ventures  product  areas  (gifts,  apparel,  technology, media and
marketing) have significant competition with major vendors.  Amazon.com, Bn.com,
christianbooks.com  and  a  host of other websites allow people to purchase gift
products  online.  Our  local production facility, Mr. Roy Productions, has five
major  competitors  in our local area.  Our Yahwear brand of apparel has several
competitors at each of the music festivals it participates in.  Xtreme Notebooks
is  one  of several hundred e-commerce vendors for technology equipment.  At the
same  time, we know that there are many companies that provide fundraising tools
for  churches  and  private  schools.

     We  believe  that  where  Kingdom  Ventures  is  unique is in the family of
products  we  provide.  In  addition,  we  have  sought  to  develop  strategic
relationships  that  help  to  vertically  integrate  our company across a broad
spectrum.  A  local church or private school can come to us for their technology


<PAGE>
needs,  their  fundraising needs, and their institutional identity needs.    Our
competition  is substantial and, in some cases, substantially better funded than
we  are.  Our  ability  to  develop  relationships  that  are based on trust and
sustained  with  excellent service will determine, in large part, our ability to
successfully  execute  our  business  plan.

     We  intend  to  compete  by  offering media to our constituency that serves
their  specific  needs.  Once  we  have  provided  media  that  serves,  we will
passively  sell to our constituency through our media, and then supply them with
products to meet their technology, gift, or apparel needs.  We intend to attract
visitors  and potential customers to the KV Websites by offering special content
and  information  of interest to buyers of faith-based products.  We also intend
to  offer  other  popular  Christian  inspirational  products  through strategic
relationships  with fulfillment vendors and through affiliate programs that will
allow  us  to offer the inventory of other on line retailers to our visitors and
to receive a fee for transactions originated on our KV Websites.  Our ability to
attract,  cultivate,  and  develop our affinity market community is a key to our
long-term  success  against  our  competition.

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

     We  own  or  have  rights  to  United  States  trademark  registrations and
applications  that  are  intended  to protect our rights to certain words and/or
symbols  representing the goodwill of our Company in connection with the sale of
our  goods.  In  particular, we have secured or applied for trademark protection
for  the  use  of  the  following  marks  in  connection  with  our  goods:

     LEGENDS  OF  THE  FAITH(R),  Registration  Number  2,394,270, registered on
     October  10,  2000  for  a  series  of  plush  toys that represent biblical
     characters.  The  registration  is  due  for  renewal  on October 10, 2010.

     TOYS  THAT  TEACH(R),  Registration Number 2,574,670, registered on May 28,
     2002  for  toys,  namely,  biblical  character plush toys, designed for the
     purpose  of  teaching  biblical  values, good morals, and strong character.

     LLJD(TM),  Serial  Number  75/900109  was  published  on  May  13, 2002 for
     products  and  services  which contribute to Christian spiritual growth and
     maturity.  We  are  currently  in  process of filing a petition in order to
     revive  the  application  with  our  statement  of  use.

Personnel
---------

     At  January  31,  2003,  we  had 21 employees in all divisions.  Our office
location in Minden, Nevada houses 4 employees; the remainder of our workforce is
in our Mr. Roys production facility, Xtreme Notebooks offices, and our warehouse
and  showroom  in  Carson  City,  Nevada.  In  the future, we expect much of our
staffing  growth  to  come  from  strategic  acquisitions where the workforce is
already  in place.  None of our employees are covered by a collective bargaining
agreement.

     Our  success  will also be significantly impacted by our ability to attract
and maintain key personnel.  In particular, our success depends on the continued
efforts  of  our  senior  management  team.  The  loss  of  the  services of any
executive  officers or other key contract employees could have an adverse effect
on  our  business.  If  we are unable to manage growth effectively, our business
could  be  materially affected.  We do not currently have key man life insurance
on  any  of  our  directors  or  executive  officers.


<PAGE>
ITEM  2.  DESCRIPTION  OF  PROPERTIES

     Kingdom  Ventures  owns no real property.  Our operations are housed in the
following  locations:

   1)   A 3,500 square foot residential office in Minden, Nevada
   2)   Warehouse space of 7,500 square feet in Carson City, Nevada
   3)   A 6,000 square foot production facility for Mr. Roy Productions in
        Carson City, Nevada
   4)   A 2100 square foot office for Xtreme Productions, Inc. in Minden,
        Nevada
   5)   A 1500 square foot showroom in Carson City, Nevada

     All  of  the  above  facilities  are  leased  on an annual basis except the
showroom  which is subject to a two-year lease.  All properties are adequate for
their  current  uses.  The  Minden  residential  office is leased at the rate of
$3,500 per month from J&J Holdings, Inc.  See "Certain Relationships and Related
Transactions".

ITEM  3.  LEGAL  PROCEEDINGS

     None.

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

     There  were  no  matters  submitted to our stockholders for vote during the
fiscal  year  ended  January  31,  2003.  However,  under  the subsequent events
section  above,  we have detailed an amendment to our articles that was approved
by  majority  stockholder  action.  Our stockholder actions have been filed with
the  SEC  and  may  be  viewed  at  www.sec.gov.
                                    -----------

                                    PART II.

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     Kingdom  Ventures  is traded on the Over The Counter Bulletin Board (OTCBB:
KDMV).  Kingdom  Ventures  began to trade on January 13, 2003.  Our high and low
closing  prices,  during  the  period of the last fiscal year in which there was
trading  (January  13, 2003 to January 31, 2003) 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

     2003  Fourth  Quarter     .85          .60

     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.


<PAGE>
     As of April 25, 2003, there were approximately 500 holders of record of our
common  stock.

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

<TABLE>
<CAPTION>
                                         EQUITY  COMPENSATION  PLAN  INFORMATION

                           NUMBER OF SECURITIES TO BE   WEIGHTED-AVERAGE EXERCISE      NUMBER OF SECURITIES
                             ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING      REMAINING AVAILABLE FOR
                              OUTSTANDING OPTIONS,        OPTIONS, WARRANTS AND       FUTURE ISSUANCE UNDER
                               WARRANTS AND RIGHTS                RIGHTS            EQUITY COMPENSATION PLANS
                                                                                      (EXCLUDING SECURITIES
                                                                                     REFLECTED IN COLUMN (a))
                                       (a)                         (b)                         (c)
-------------------------  ---------------------------  --------------------------  --------------------------
<S>                        <C>                          <C>                         <C>
EQUITY COMPENSATION PLANS
  APPROVED BY SECURITY
         HOLDERS                               250,000                         .50                     750,000

EQUITY COMPENSATION PLANS
NOT APPROVED BY SECURITY
         HOLDERS                                     0                           0                           0

-------------------------  ---------------------------  --------------------------  --------------------------
TOTAL                                          250,000                         .50                     750,000
</TABLE>

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

     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.  The  discussion  contains  certain
forward-looking  statements  regarding our expectations for our business and our
capital  resources.  These expectations are subject to various uncertainties and
risks  that  may  cause  actual  results  to  differ  significantly  from  these
forward-looking  statements.

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  has  continued  to  grow and develop its business model.
During  the year ended January 31, 2003 ("Fiscal Year 2002"), we reported a loss
from  ordinary  operations  of  $793,480.  Of  this  total,  Kingdom  Ventures
recognized  one-time  expense items in the amount of $544,528 relating primarily
to  deferred compensation and contributions.   These results compare to a profit
of  $89,527  during  the  year ended January 31, 2002 ("Fiscal Year 2001") which
resulted  primarily  from  acquisition  costs  related to modifying our business
model,  deferred  compensation, consulting, and the costs of becoming a publicly
traded  company.


<PAGE>
Revenues
--------

     Revenues  for  Fiscal  Year  2002 were $3,194,813, compared to $828,248 for
Fiscal  Year 2001.  This increase of $2,366,565, or 386%, is attributable to the
increased  performance  of  Xtreme  Notebooks  and  the  acquisition  of Mr. Roy
Productions.

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

     Cost  of  goods  sold  were  $2,456,817  in Fiscal Year 2002 as compared to
$164,239 in Fiscal Year 2001, an increase of $2,292,578, or 1500%.  The increase
in  total  cost  of  goods  is  the  direct  result  of  the  increase in sales,
particularly  in  the  Xtreme Notebooks Division.  Our Xtreme Notebooks Division
operates with a substantially higher cost of goods sold and lower profit margin,
so our cost of goods sold as a percentage of sales for the entire company during
Fiscal  Year  2002  was  76%  compared  to  19%  in  Fiscal  Year  2002.

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

     Selling expenses were $66,309 in Fiscal Year 2002 as compared to $78,353 in
Fiscal Year 2001, a decrease of $12,044, or 16%.  This decrease is the result of
the  strictly  limiting telemarketing and direct mail advertising for our retail
and  fundraising  efforts  while  the  Company  was in process of refocusing its
business  model.  Now that our business model shift has been accomplished, it is
expected  that  selling  expenses  will  increase  in  the  future.  General and
administrative  expenses  were  $849,642  in  Fiscal  Year  2002  as compared to
$607,993 in Fiscal Year 2001, an increase of $241,649 or 40%.  This increase can
be attributed to our expansion of the business infrastructure with our two major
acquisitions,  the  cost of the acquisition process itself, and the retention of
higher  compensated  employees  to  make the respective divisions perform in our
modified  business  model.

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

     As of January 31, 2003, our liquid assets were $63,655, compared to $15,536
as  of  January  31,  2002.

     Historically,  we  have  financed  our  operations  through  product sales,
proceeds  from  the  private  placement of common stock, and borrowings from J&J
Holdings,  Inc.,  our majority stockholder. During Fiscal Year 2002, we received
net  loan  proceeds of $143,202, from J&J Holdings, Inc.  In addition, a portion
of  our  assets  and  expenses has been paid by the issuance of our common stock
(623,850  shares issued for goods and services valued at $457,804) during Fiscal
Year  2002.  If  the  revenues  from product sales are not sufficient to provide
funds  for  operations,  we  intend  to  obtain  additional  funds  through  the
incurrence  of  additional  indebtedness  or  the  issuance of additional equity
securities.  There  is no assurance that additional lines of credit will be made
available  to  us or that there will be purchasers of for our equity securities.

     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.


<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS

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

     Consolidated  Balance  Sheet  as  of  January  31,  2003

     Consolidated  Statements of  Operations for the Twelve Months ended January
     31,  2003  and  January  31,  2002

     Consolidated  Statements  of Changes in Stockholders' Equity for the Twelve
     Months  ended  January  31,  2003  and  January  31,  2002

     Consolidated  Statements  of Cash Flows for the Twelve Months ended January
     31,  2003  and  January  31,  2002

     Notes  to  Consolidated  Financial  Statements


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

None.


                                    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 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.

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

<TABLE>
<CAPTION>
Name                             Age           Position        Director Since
-------------------------------  ---  -----------------------  --------------
<S>                              <C>  <C>                      <C>

Gene Jackson                      38   Director, President,              1999
                                      Secretary and Treasurer
Howard Dix                        68         Director                    2001
Don Scheib                        67         Director                    2002
</TABLE>

     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.  From  April 1992 to June 1998, Mr.
Jackson  served as President of Carson Valley Printing, Inc., a large commercial
printer.  From  June 1998 to March 1999, Mr. Jackson was an independent printing


<PAGE>
industry  consultant.  During  that  time  he  also  started  American  Sports
Marketing,  Inc.,  which  sold  plush  bears  named  for  famous athletes.  From
September  1995 to 1998, he also served as Vice President of Apostles Publishing
Company,  specializing  in  Bible  curriculum  for  children,  which was sold to
Standard  Publishing,  a  division of Standex, a publicly traded company, during
his  term  as  Vice  President.

     Howard N.  Dix.  Mr. Dix was appointed to our Board in January 2001.  Since
     --------------
1998,  Mr.  Dix has managed his own investments.  From 1994 to 1998, Mr. Dix was
founder,  Director, President and Chief Operating Officer of Apostles Publishing
Company,  Inc.,  a  Christian  publishing  company.  Prior  to founding Apostles
Publishing  Company,  Mr.  Dix  was  Contract  Administrator and Manager of Data
Processing  for  the County of Orange, California.  An Alumnus of the University
of  Kansas  at  Lawrence, Mr. Dix did his graduate work in corporate management.
Mr.  Dix  has  a  Bachelors  of  Science degree in Accounting and Marketing from
Pittsburg  State  University  in  Pittsburg,  Kansas.

     Don  Scheib.  Mr.  Scheib  was appointed to our Board in January 2002.  Mr.
     -----------
Scheib  worked  for  Earl  Scheib's  Auto  Body & Paint, the auto paint business
started by his father in 1937, for most of his professional life.  He started as
a  Trainee  Manager  and  after a year became a Shop Manager.  Over the next 30+
years,  he worked his way through different supervisory positions as the company
moved  him  around the country.  He trained management and supervisory personnel
and  opened  new  locations  for the company in Canada, England, Germany and the
United  States.  In  the  early  1970's  he  was  promoted  to one of three Vice
Presidents  of the company and also became a director.  Mr. Scheib later went on
to  become  President,  Chief  Executive  Officer  and  Chairman of the Board of
Directors.  After  serving  the  company for three years as Chairman, Mr. Scheib
retired  and  continues  as  a  consultant  to  the  company.

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

     Bob  Vibe.   Bob  Vibe joined the Management team of Kingdom Ventures, Inc.
     ---------
in March of 2003 to manage Inspirational Gifts, Yahwear and Mr. Roy Productions.
Mr.  Vibe  will  also develop a custom products line to sell in conjunction with
the  custom  apparel  line.  Mr.  Vibe  received  his  degree  in  Business
Administration  and  completed  several  MBA  classes  before  becoming  an
owner-operator  of an upscale grocery store in California for over 20 years.  In
1996  Mr.  Vibe sold his business in California and accepted a position as Sales
Manager  with  Northern  Nevada Wholesaler of Tourist apparel and Souvenirs.  In
just over five years Mr. Vibe was able to increase revenue from $3 Million to $9
Million  before  leaving  to  come  to  Kingdom  Ventures.

     Jim  Sawyer.  Mr. Sawyer joined Kingdom Ventures in March 1999 as our Sales
     -----------
Manager and was promoted to General Manager in October 1999.  Mr. Sawyer started
First  General Services, Inc., an insurance repair construction company, in 1986
and  served  as its President/CEO until he sold his company in 1992.  Mr. Sawyer
joined  Premium  Fundraisers  in  Reno,  Nevada, and became General Fund Raising
Manager  in 1998, where he continued until joining Kingdom Ventures as our Sales
Manager  in  1999.  Mr.  Sawyer  is  47  years  of  age.

     Deborah Harrison.  Ms. Harrison joined Kingdom Ventures in January of 2002.
     ----------------
She  serves  as  the Company's Administrative Manager and, as such, oversees our
administrative  operations.  Prior  to  joining  us,  she worked for the Greater
Nevada  Credit  Union  from February of 2001 through December of 2001.  Prior to
that,  Ms.  Harrison was a Client Relationship Officer with Santa Barbara Bank &
Trust  from  February of 1995 through October of 2000.  Prior to that, she was a
Personal  Banker  for  the  Bank of A. Levy from May of 1981 through February of
1995.  Ms.  Harrison  is  42  years  of  age.


<PAGE>
     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.

ITEM  10.  EXECUTIVE  COMPENSATION

     The  following  table  sets  forth  compensation  information for our Chief
Executive  Officer  for  the  fiscal  years  ended  January  31,  2003 and 2002.

<TABLE>
<CAPTION>
                                   SUMMARY OF COMPENSATION

                                                                       LONG-TERM
                                           ANNUAL COMPENSATION       COMPENSATION
                                     -----------------------------  ---------------
                                                                     OTHER             ALL
                                                                    ANNUAL            OTHER
        NAME AND         YEAR ENDED                      COMPEN-    OPTIONS   LTIP   COMPEN-
   PRINCIPAL POSITION    JANUARY 31   SALARY    BONUS   SATION(1)   GRANTED  PAYOUT  SATION
-----------------------  ----------  --------  -------  ----------  -------  ------  ------
<S>                      <C>         <C>       <C>      <C>         <C>      <C>     <C>
Gene Jackson,
Chief Executive Officer        2003  $100,000      -0-  $  250,000      -0-     -0-     -0-
                               2002       -0-      -0-         -0-      -0-     -0-     -0-

<FN>
1)  Mr.  Jackson  was  granted $250,000 of deferred compensation in January of 2003 for his
previous  3  years  service  without  salary.  This amount has been booked as an expense in
Fiscal  Year  2002  and  is  recorded  as  a  liability  on  the  books  of  the  Company.
</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.

     On  February  1, 2002 we granted options to our Board of Directors (100,000
options  to  Jackson,  Howell,  and  Dix, 50,000 options to Scheib).  All of the
above  options  expired on January 31, 2003 and were not exercised.  In March of
2003,  subsequent  to  our FY2002 audit, we granted options to Directors Jackson
and  Dix  for  100,000  shares  at  .50 and to Scheib for 50,000 options at .50.
These  new  options  expire  on  March  4,  2008.

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, 2003 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.


<PAGE>
<TABLE>
<CAPTION>
                                                     SHARES BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER                 PERCENT(2)   NUMBER(1)
<S>                                                  <C>         <C>
J&J Holdings, Inc.(3)
Box 275, Genoa, NV 89411                                    27%    4,595,928

Gene Jackson, Director and Chief Executive Officer          28%  4,695,928(4)

Howard Dix, Director                                         2%    232,500(5)

Don Scheib, Director                                         *     106,000(6)



All Directors and Executive Officers as a Group
(3 persons)                                                 30%    5,034,428

<FN>
---------------
*    Less  than  one  percent.

(1)  The  number  of  shares shown includes outstanding shares owned as of April
     25,  2003,  by  each  person  indicated plus the number of shares that such
     person  could  acquire  within  60  days.

(2)  Based on 17,294,185 shares outstanding as of April 25, 2003 plus as to each
     individual,  the number of shares that such individual could acquire within
     60  days.

(3)  Fifty  percent  of the capital stock of J&J Holdings, Inc. is owned by John
     and Pamela Jackson and their minor children. John Jackson is the brother of
     Gene  Jackson,  our  President,  Secretary  and  Treasurer  and  one of our
     directors.  The  other  50%  of  the capital stock of J&J Holdings, Inc. is
     owned  by  Barbara  Jackson  and her minor children. Barbara Jackson is the
     spouse  of  Gene  Jackson.

(4)  Includes  shares  owned of record by J&J Holdings, Inc. and 100,000 options
     received  for  serving  as a Director of the Company. Gene Jackson's spouse
     and minor children collectively own 50% of the outstanding capital stock of
     J&J  Holdings,  Inc. and by virtue of such stock ownership may be deemed to
     share  the  power  to vote or direct the vote of, and to share the power to
     dispose  or  direct  the  disposition of, those shares of our common stock.
     Gene  Jackson  disclaims beneficial ownership of the shares of common stock
     held  by  J&J  Holdings,  Inc.

(5)  Includes  100,000  shares  of  common  stock subject to options exercisable
     within  60  days  of  April  25,  2003.

(6)  Includes  50,000  shares  of  common  stock  subject to options exercisable
     within  60  days  of  April  1,  2003.
</TABLE>


<PAGE>
Section  16(a)  Beneficial  Ownership  Reporting  Compliance
------------------------------------------------------------

     Section  16(a)  of the Securities and Exchange Act of 1934, as amended (the
"Exchange  Act"),  requires  the Company's directors and executive officers, and
persons  who own beneficially more than ten percent (10%) of any class of equity
security  to  file  reports  of  ownership  and  changes  of  ownership with the
Securities and Exchange Commission.  Copies of all filed reports are required to
be  furnished  to  the  Company  pursuant to Section 16(a).  Based solely on the
reports  received  by the Company and any written representations from reporting
persons,  the  Company  believes  that  the  directors,  executive officers, and
greater  than  ten  percent (10%) beneficial owners were current with applicable
filings  required  during  the  fiscal  year  ended  January  31,  2003  with no
exceptions.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     We  have entered into the following agreements with J&J Holdings, Inc., our
majority  stockholder,  all  of  which were on terms at least as favorable us as
could have obtained from an unrelated third person.  J&J Holdings, Inc. is owned
by  Barbara  Jackson  (spouse  of our President Gene Jackson) and their children
(collectively  as  to  50%)  and  by  John  and  Pamela  Jackson  (brother  and
sister-in-law of our President Gene Jackson) and their children (collectively as
to  the  remaining  50%).

     In  March  of  2002,  we  entered  into  a  lease  for the property at 1045
     Stephanie  Way  in  Minden,  Nevada  to  house  our  corporate  offices and
     administrative  staff. Our lease is an annual lease calling for payments of
     $3,500  per  month.

     From  March  2000  to March 2001, we leased approximately 6,000 square feet
     for  use  as  a  combined  distribution,  warehouse,  corporate  office and
     customer  service  facility  in Minden, Nevada. The rent for these combined
     facilities  was  $5,000  per  month.

     On  January 31, 2003, the Company was indebted to J&J Holdings, Inc. in the
     amount  of $246,777.65 as evidenced by an unsecured promissory note bearing
     interest  at  the  rate  of  7%  per  annum.

     On  January  31,  2003,  J  &  J  Holdings,  Inc.  exchanged the balance of
     $246,777.65  promissory  note for Series A Preferred Shares of the Company.

     On  January  31,  2001,  we  borrowed  $53,570  from Howard Dix, one of our
directors,  for which we executed an unsecured promissory note in that amount in
his  favor.  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.  However, Mr. Dix
has not demanded payment and has agreed to allow the Company to continue to make
periodic  interest  payments  on  the  note.

     The  Company  has  borrowed  money  from John Howell, a former employee and
Director,  during the Fiscal Year 2002. The total of borrowed funds was $58,800.
In  addition,  Mr.  Howell  has $35,000 of deferred compensation due to him from
Fiscal  Year  2002.  Both  of  those amounts are reflected in the Balance Sheets
under the Notes Payable section. These amounts will be repaid during Fiscal Year
2003  along  with an additional 75,000 shares of restricted stock in addition to
the  100,000  shares  of  restricted  stock  that  Mr.  Howell received upon the
commencement  of  employment  with  the  Company.

     The  Board  of  Directors  has  affirmed  Deferred Compensation due to John
Jackson  for  $100,000  for  services  rendered  over  the  past  3  years.


<PAGE>
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits

EXHIBIT  NO.                         DESCRIPTION

Exhibit  2.1   Stock  Exchange  Agreement by and among Kingdom Ventures, Inc.,
               Steve  Nichols  and  Jeff  Dudley  (Xtreme Notebooks, Inc.) dated
               April  12,  2002.*

Exhibit 2.2    Asset Purchase Agreement by and among Kingdom Ventures, Inc. and
               iExalt,  Inc.  dated  February  3,  2003.*****

Exhibit 3.1    Amended and Restated Articles of Incorporation of Legends of the
               Faith,  Inc.**

Exhibit  3.2   Bylaws  of  Kingdom  Ventures,  Inc.**

Exhibit  3.3   Amendment to the Amended and Restated Articles of Incorporation
               of  Legends  of  the  Faith,  Inc.*****

Exhibit  3.4   Amendment to the Amended and Restated Articles of Incorporation
               of  Kingdom  Ventures,  Inc.*****

Exhibit  4.1   Certificate  of  Designations  of Limitations, Preferences, and
               Relative  Rights  of  the  Series  B  Common  Stock.*****

Exhibit  10.1  Real  Estate  Lease  Agreement  by  and between Legends of the
               Faith,  Inc.  and  J&J  Holdings,  Inc.  dated  March  1, 2000.**

Exhibit  10.2  Unsecured  Promissory  Note  by  Kingdom Ventures, Inc. in the
               principal  amount of $53,750 in favor of Howard Dix dated January
               31,  2001.**

Exhibit  10.3  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.*****

Exhibit  10.4  Real  Estate  Lease  Agreement  by  and between Legends of the
               Faith,  Inc.  and  Archeion Nevada LLC dated February 24, 2001.**

Exhibit  10.5  Real  Estate  Lease Agreement by and between Kingdom Ventures,
               Inc.  and  J&J  Holdings,  Inc.  dated  March  15,  2002.***

Exhibit  10.6  2003  Stock  Compensation  Plan.****

Exhibit  10.7  Exchange  Agreement  between  J&J  Holdings,  Inc. and Kingdom
               Ventures,  Inc.,  dated  as  of  February  3,  2003.*****
________________

          *    Incorporated  by  reference  from the Company's Current Report on
               Form  8-K,  filed  with the Securities and Exchange Commission on
               May  1,  2002.


<PAGE>
         **    Incorporated  by  reference  from  the  Company's  Registration
               Statement on Form 10-SB, as amended (Registration No. 000-32273).

        ***    Incorporated  by  reference  from  the Company's Annual Report on
               Form 10-KSB, filed with the Securities and Exchange Commission on
               May  13,  2002.

       ****    Incorporated  by  reference  from  the  Company's  Registration
               Statement  on  Form  S-8  (Registration  No.  333-103031).

      *****    Filed  herewith.

     (b)  Reports  on  Form  8-K

     The  Company  did  not  file  any  current  reports  on Form 8-K during the
Company's  fourth  fiscal  quarter  ended  January  31,  2002.

ITEM  14.  CONTROLS  AND  PROCEDURES.

     The  Chief  Executive  Officer  has  reviewed  the  disclosure controls and
procedures  relating to the Company within the 90 days preceding this report and
concluded  that  such  controls and procedures are effective to make known to us
all  material  information about the financial and operational activities of the
Company.  There  were  no deficiencies identified in such controls or procedures
and  there  have  been  no  changes  in  such  controls and procedures since our
evaluation  that  could  significantly  affect  their  effectiveness.


<PAGE>
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) 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:  April  30,  2003                               /s/  Gene  Jackson
                                               Name:  Gene  Jackson
                                               (Principal Executive, Financial &
                                               Accounting Officer)


     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, Chief Executive Officer,    April  30,  2003
Gene  Jackson            Secretary/Treasurer,  Chief
                         Financial  Officer  and  Director

/S/  Howard  Dix         Director                               April  30,  2003
Howard  Dix

/S/  Don  Scheib         Director                               April  30,  2003
Don  Scheib

                                 CERTIFICATIONS

     I, Gene Jackson, the Chief Executive Officer and Chief Financial Officer of
Kingdom  Ventures,  Inc.,  certify  that:

     1.  I  have reviewed this annual report on Form 10-KSB of Kingdom Ventures,
Inc.;

     2.  Based  on  my knowledge, this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

     3.  Based  on  my  knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.  The  registrant's  other  certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:


<PAGE>
     a) designed such disclosure controls and procedures to ensure that material
     information  relating  to  the  registrant,  including  its  consolidated
     subsidiaries,  is  made  known  to  us  by  others  within  those entities,
     particularly  during  the  period  in  which  this  annual  report is being
     prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
     procedures  as  of  a  date within 90 days prior to the filing date of this
     annual  report  (the  "Evaluation  Date");  and

     c)  presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation  Date;

     5.  The  registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation,  to  the  registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

     a)  all  significant  deficiencies  in  the design or operation of internal
     controls  which  could adversely affect the registrant's ability to record,
     process,  summarize  and  report financial data and have identified for the
     registrant's  auditors  any  material  weaknesses in internal controls; and

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls;  and

     6.  The registrant's other certifying officers and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:     April 30, 2003

/s/       Gene  Jackson
          Name:  Gene  Jackson
          Title: President, Treasurer and Secretary

<PAGE>
                        WRINKLE, GARDNER & COMPANY, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                           211 E. Parkwood, Suite 100
                            Friendswood, Texas 77546
                                 (281) 992-2200

                         Report of Independent Auditors
                         ------------------------------

Board  of  Directors
Kingdom Ventures, Inc. (formerly Legends of the Faith, Inc.)

We have audited the accompanying consolidated balance sheet of Kingdom Ventures,
Inc.  (formerly  Legends  of  the  Faith,  Inc.)  (a  Nevada  corporation)  and
subsidiaries  as of January 31, 2003, and the related consolidated statements of
operations,  changes  in  stockholders' equity, and cash flows for the year then
ended.  We  have  also  audited  the  statements  of  operations,  changes  in
stockholders' equity, and cash flows for the year ended January 31, 2002.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in accordance with U. S. generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the  2003 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Kingdom Ventures, Inc. (formerly Legends of the Faith, Inc.) and subsidiaries as
of  January  31,  2003, and the results of their operations and their cash flows
for  the  year then ended in conformity with U. S. generally accepted accounting
principles.  Also, in our opinion, the 2002 financial statements present fairly,
in  all  material respects, the results of Kingdom Ventures, Inc. operations and
its  cash  flows  for  the  year  then  ended in conformity with U. S. generally
accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  described in Note 10 to the
financial  statements,  conditions exist which raise substantial doubt about the
company's  ability  to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.  Those
conditions  raise  substantial  doubt  about  its ability to continue as a going
concern.  Management's  plans regarding those matters are also described in Note
10.  The  financial  statements do not include any adjustments that might result
from  the  outcome  of  this  uncertainty.

WRINKLE, GARDNER & COMPANY, P. C.

Friendswood, Texas
April 25, 2003


                                        1
<PAGE>
                                TABLE OF CONTENTS


                                                                           PAGE
                                                                          NUMBER
                                                                          ------

REPORT OF INDEPENDENT AUDITORS                                               F-1

AUDITED  FINANCIAL  STATEMENTS:

CONSOLIDATED BALANCE SHEET                                                   F-2
CONSOLIDATED STATEMENTS OF OPERATIONS                                        F-3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                   F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS                                        F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                   F-6


<PAGE>
<TABLE>
<CAPTION>
KINGDOM VENTURES, INC. (FORMERLY LEGENDS OF THE FAITH, INC.)
CONSOLIDATED BALANCE SHEET
JANUARY 31, 2003


<S>                                                               <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                       $    63,655
  Accounts receivable, trade                                           25,848
  Inventory                                                           231,333
                                                                  ------------
                  Total current assets                                320,836

PROPERTY AND EQUIPMENT, AT COST
  Equipment                                                           133,271
  Office furniture and fixtures                                        11,375
  Leasehold improvements                                                9,504
  Less: Accumulated depreciation                                      (27,915)
                                                                  ------------
                                                                      126,235

OTHER ASSETS                                                          506,386
                                                                  ------------
                      Total assets                                $   953,457
                                                                  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses                           $   478,500
  Due to related parties                                               56,318
  Notes payable                                                       428,750
                                                                  ------------
                 Total current liabilities                            963,568

MINORITY INTEREST                                                      22,323

STOCKHOLDERS' DEFICIT
  Series A preferred stock, $.001 par value, 1,233,888 shares
      authorized, issued and outstanding                              246,778
  Common stock, $.001 par value, 100,000,000 shares authorized,
      12,500,000 shares issued and 10,714,490 shares outstanding       25,000
  Additional paid in capital                                        1,445,048
  Accumulated deficit                                              (1,673,076)
  Less: treasury stock (1,785,510 shares) at cost                     (76,184)
                                                                  ------------
               Total stockholders' deficit                            (32,434)
                                                                  ------------
       Total liabilities and stockholders' deficit                $   953,457
                                                                  ============

See accompanying summary of accounting policies and notes financial statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
KINGDOM VENTURES, INC. (FORMERLY LEGENDS OF THE FAITH, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS

                                                             FOR THE YEAR ENDED
                                                                 JANUARY 31
                                                          2003                2002
                                                    -----------------  ------------------
<S>                                                 <C>                <C>
Revenue:
  Product sales - apparel and gifts                 $        501,803   $         828,248
  Product sales - tools and technology                     2,692,373                   0
  Other revenue                                                  637                   0
                                                    -----------------  ------------------
                                                           3,194,813             828,248

Cost of goods sold:
  Product sales - apparel and gifts                          181,452             164,239
  Product sales - tools and technology                     2,275,365                   0
                                                    -----------------  ------------------
                                                           2,456,817             164,239

Operating expenses:
  Selling                                                     66,309              78,353
  General and administrative                                 849,642             607,993
  Depreciation expense                                        12,112               7,335
  Amortization expense                                             0              10,544
                                                    -----------------  ------------------
             Total operating expenses                        928,063             704,225
                                                    -----------------  ------------------

Other income (expense):
  Recovery of bad debts                                            0              15,042
  Interest expense                                           (28,578)            (18,761)
  Contributions                                              (84,578)                  0
  Deferred compensation / consulting                        (459,950)                  0
  Public corporation expense                                  (7,984)                  0
  Consulting services revenue                                      0              25,000
  Loss on sale of equipment                                        0                   0
  Sale of inventory previously written off                         0             108,462
                                                    -----------------  ------------------
          Total other income (expense)                      (581,090)            129,743
                                                    -----------------  ------------------
    Net income (loss) before minority interest              (771,157)             89,527

  Minority interest                                          (22,323)                  0
                                                    -----------------  ------------------
               Net income (loss)                    $       (793,480)  $          89,527
                                                    =================  ==================

Net income (loss) per share -
  basic and diluted                                 $          (0.08)  $            0.01
                                                    =================  ==================

Weighted average common shares, basic and diluted         10,394,986          10,020,672

See accompanying summary of accounting policies and notes financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
KINGDOM VENTURES, INC. (FORMERLY LEGENDS OF THE FAITH, INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                               Series A
                                                            Preferred Stock            Common Stock         Treasury Stock
                                                      ---------------------------  --------------------  -----------------------
                                                         Shares        Amount        Shares     Amount    Shares       Amount
                                                      --------------------------------------------------------------------------
<S>                                                   <C>           <C>            <C>         <C>       <C>        <C>
BALANCE, JANUARY 31, 2001                                       -   $          -   25,000,000  $ 25,000  5,148,560  $  (107,611)
  Sale of treasury stock                                                                                  (329,840)       4,760
  Write-off of receivable for sale of treasury stock
  Net income for year ended January 31, 2002
                                                      --------------------------------------------------------------------------
BALANCE, JANUARY 31, 2002                                       -              -   25,000,000    25,000  4,818,720     (102,851)
  Effect of 1:2 reverse stock split                                               (12,500,000)          (2,409,360)
  Issuance of preferred stock                           1,233,888        246,778
  Issuance of treasury stock                                                                   (623,850)    26,667      431,137
  Net loss for year ended January 31, 2003
                                                      --------------------------------------------------------------------------
BALANCE, JANUARY 31, 2003                               1,233,888   $    246,778   12,500,000    25,000  1,785,510  $   (76,184)
                                                      ==========================================================================


                                                       Additional    Receivable
                                                        Paid-in         from         Accumulated
                                                        Capital      Shareholder       Deficit          TOTAL
                                                      ------------------------------------------------------------
<S>                                                   <C>           <C>            <C>              <C>
BALANCE, JANUARY 31, 2001                             $  1,059,171  $   (100,000)  $     (969,123)  $     (92,563)
  Sale of treasury stock                                    54,740                                         59,500
  Write-off of receivable for sale of treasury stock      (100,000)      100,000                                -
  Net income for year ended January 31, 2002                                               89,527          89,527
                                                      ------------------------------------------------------------
BALANCE, JANUARY 31, 2002                                1,013,911             0         (879,596)         56,464
  Effect of 1:2 reverse stock split
  Issuance of preferred stock                                                                             246,778
  Issuance of treasury stock                                                                              457,804
  Net loss for year ended January 31, 2003                                               (793,480)       (793,480)
                                                      ------------------------------------------------------------
BALANCE, JANUARY 31, 2003                             $  1,445,048  $          0   $   (1,673,076)  $     (32,434)
                                                      ============================================================

See accompanying summary of accounting policies and notes financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
KINGDOM VENTURES, INC. (FORMERLY LEGENDS OF THE FAITH, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          FOR THE YEAR ENDED
                                                              JANUARY 31
                                                           2003        2002
                                                        ----------  ----------
<S>                                                     <C>         <C>
OPERATING ACTIVITIES
  Net income (loss)                                     $(793,480)  $  89,527
  Adjustments to reconcile net (loss) to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                        12,112      17,879
      Reissuance of treasury stock for services            90,471      59,500
      Provision for bad debts                               5,324           0
    Changes in operating assets and liabilities:
      Accounts receivable                                  16,059    (181,937)
      Inventory                                            (6,784)    (98,246)
      Other assets                                        (12,761)      1,239
      Accounts payable and accrued liabilities            350,031      (9,038)
                                                        ----------  ----------
  NET CASH (USED IN) OPERATING ACTIVITIES                (339,028)   (121,076)

INVESTING ACTIVITIES
  Capital expenditures                                    (87,156)    (14,387)
  Related parties                                         165,960           0
                                                        ----------  ----------
  NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES      78,804     (14,387)

FINANCING ACTIVITIES
  Related parties                                          56,318           0
  Minority interest                                        22,323           0
  Proceeds from reissuance of treasury stock              133,000           0
  Proceeds from notes payable                             820,456     592,452
  Principal payments on notes payable                    (723,754)   (449,250)
                                                        ----------  ----------
  NET CASH PROVIDED BY FINANCING ACTIVITIES               308,344     143,202
                                                        ----------  ----------
      INCREASE IN CASH AND CASH EQUIVALENTS                48,119       7,739
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR             15,536       7,797
                                                        ----------  ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR                $  63,655   $  15,536
                                                        ==========  ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                                $     250   $     282
  Reissuance of treasury stock for goods and services      90,471      59,500

See accompanying summary of accounting policies and notes financial statements.
</TABLE>


                                        5
<PAGE>
KINGDOM VENTURES, INC. (FORMERLY LEGENDS OF THE FAITH, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2003


1.  BUSINESS AND CONSOLIDATION

Kingdom Ventures, Inc. (formerly Legends of the Faith, Inc.) (the "Company") was
incorporated  in  the State of Nevada on March 17, 1999. The Company specializes
in the marketing and selling of high quality Christian inspirational toys, gifts
and  other  products  designed  to  teach  the  Bible, shape values, and enhance
character  development in children. The Company currently distributes "Toys that
Teach"TM,  consisting  primarily  of  Bible  character bears, religious apparel,
books,  music,  and  other  related  products.  On February 1, 2002, the Company
purchased  two-thirds of the outstanding common stock of Xtreme Notebooks, Inc.,
whose  primary  products  include  notebook computers, projection equipment, and
tablet  PC's, for $50,000 and 250,000 shares of common stock. These products are
sold primarily to the Christian community via the internet. Through its purchase
of  Mr.  Roy  Productions  in  June  2002  for $250,000 and its Yahwear Clothing
Company  division  (Yahwear), the Company also provides high-quality apparel for
the Christian marketplace. The clothing line includes business casual, t-shirts,
hats,  visors  and  jackets.  Yahwear  clothing is sold at major Christian music
festivals  across  the United States, on the internet, and in various non-profit
fundraising events. Subsequent to year end, the Company announced a new business
initiative  which  aims  to  help  faith-based  organizations  streamline  their
operations,  raise additional money through various fund-raising activities, and
provide  technological  solutions that transform small and medium-sized churches
into  state-of-the-art  presentation  centers.

The  accompanying  financial  statements for fiscal 2003 include the accounts of
the  Company and its subsidiaries. All significant intercompany transactions and
account  balances  have been eliminated. Certain amounts in the prior years have
been  reclassified  to  conform  to  the  fiscal  2003  presentation.  Such
reclassifications  had no effect on previously reported net earnings. The fiscal
2002 financial statements reflect the results of operations and cash flows on an
unconsolidated  basis  and, therefore, include only the accounts of the Company.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The  preparation  of  financial  statements  in  conformity with U. S. generally
accepted accounting principles requires management to make estimates that affect
the reported amounts of assets, liabilities, sales, and expenses. Actual results
could  differ  from  the  estimates  used.

Earnings  of  acquisitions  recorded  as purchases are included in the Company's
results  of  operations  from  the  date  of  acquisition.


<PAGE>
CASH FLOW INFORMATION

For  cash  flow  purposes, cash includes cash equivalents such as time deposits,
certificates  of  deposit,  short-term  investments  and  all  highly  liquid
instruments  with  original  maturities  of  three months or less.

FAIR VALUE OF FINANCIAL  INSTRUMENTS

The  carrying amounts of the Company's accounts receivable, accounts payable and
notes  payable approximate their fair values due to the short-term maturities of
these  instruments.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Management  has  determined that no allowance for doubtful accounts is necessary
as  of  January  31,  2003  or  2002.

INVENTORIES


PROPERTY AND EQUIPMENT

Property  and equipment are presented 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:

          Leasehold improvements                                        10 years
          Equipment                                                     10 years
          Furniture and fixtures                                         7 years

GOODWILL AND INTANGIBLES

Goodwill  and  intangibles  represent  the excess of cost over the fair value of
tangible net assets acquired. Goodwill and intangibles arising from acquisitions
initiated  on  or  prior  to  June 30, 2001 are amortized over 3 years using the
straight-line  method.  Goodwill  and  intangibles  arising  from  acquisitions
initiated  after  June  30, 2001 are not amortized. See New Accounting Standards
for further discussion. The Company reviews goodwill and intangibles to evaluate
whether  events  or  changes  have  occurred that would suggest an impairment of
carrying  value. The Company assesses the recoverability of these intangibles by
determining  whether  the amortization of these intangibles over their remaining
lives  can  be  recovered  through  undiscounted  future  net  cash flows of the
acquired operations. The amount of impairment, if any, is measured by the amount
in  which  the carrying amounts exceed the projected discounted future operating
cash  flows.  Accumulated  amortization  as  of  January  31,  2003 and 2002 was
$21,086.


<PAGE>
ADVERTISING AND PROMOTIONAL EXPENSES

The  Company  expenses  advertising  and promotional costs as they are incurred.
Advertising  and promotional expenses for the periods ended January 31, 2003 and
2002  were  $30,659  and  $54,705,  respectively.

INCOME TAXES

The  Company  follows the liability method for deferred income taxes as required
by  the  provisions  of  SFAS  No.  109,  "Accounting  for  Income  Taxes."

SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in two principal business segments across domestic markets.
International  sales  have  been  insignificant  throughout  the  history of the
Company.  There were no transfers between geographic areas. Substantially all of
the domestic operating results and identifiable assets are in the United States.

CONCENTRATIONS OF CREDIT RISK

As  of  January  31,  2003  and 2002, there were no customers that represented a
significant  percentage  of  sales  or  accounts receivable. Concentrations with
respect  to  trade  receivables are generally limited due to the Company's large
number  of  customers  and  their  geographic and economic dispersion. Financial
instruments  that  potentially  subject  the  Company  to  credit  risks consist
primarily  of  cash  accounts  on deposit with banks which, at times, may exceed
federally  insured  limits.  The  Company  believes  it  is  not  exposed to any
significant  credit  risk  related  to  cash  or  accounts  receivable.

TREASURY STOCK

During  the years ending January 31, 2003 and 2002, the Company reissued 623,850
and  329,840  shares  of  treasury  stock  in noncash transactions for goods and
services  valued  at  $457,804  and $59,500, of which $26,667 and $4,760 reduced
treasury  stock  and  $431,137  and  $54,740  consisted  of  paid-in  capital,
respectively.

IMPAIRMENT OF LONG-LIVED ASSETS

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

STOCK BASED COMPENSATION

SFAS  No.  123,  "Accounting for Stock-Based Compensation," encourages, but does
not  require, companies to record compensation cost for stock-based compensation
plans  at  fair  value.  The  Company  has  chosen  to  account  for stock-based
compensation  using  Accounting  Principles  Board  Opinion  ("APB")  No.  25,
"Accounting  for  Stock Issued to Employees" and has adopted the disclosure only
provisions  of  SFAS  123.  Accordingly,  compensation cost for stock options is
measured  as  the  excess,  if  any, of the quoted market price of the Company's
stock  at  the  date of the grant over the amount an employee is required to pay
for  the  stock.


<PAGE>
The  Company  accounts  for stock-based compensation issued to non-employees and
consultants  in  accordance  with  the  provisions  of SFAS 124 and the Emerging
Issues  Task  Force  consensus in Issue No. 96-18 (EITF 96-18"), "Accounting for
Equity  Instruments  that are Issued to Other Than Employees for Acquiring or in
Conjunction  with  Selling,  Goods  or  Services."  The  measurement date is the
earlier of either the performance commitment by the option holder or the date at
which  the  option  holder's  performance  is  complete.

SHIPPING EXPENSE AND HANDLING EXPENSE

Shipping  and  handling  costs  include  costs  associated with the selection of
products  and delivery to customers. Included in operating expenses are shipping
and  handling  cost of approximately $13,773 in fiscal 2003, and 2,504 in fiscal
2002.

NEW ACCOUNTING STANDARDS

Effective  June 1, 2001, the Company adopted the SEC's Staff Accounting Bulletin
No.  101,  "Revenue  Recognition  in Financial Statements," ("SAB 101"). SAB 101
provides  guidance  related  to  revenue  recognition.

In  July  2001,  the FASB issued Statement of Financial Accounting Standards No.
141,  "Business  Combinations,"  and Statement of Financial Accounting Standards
No.  142,  "Goodwill  and  Other  Intangible Assets." SFAS 141 requires that the
purchase  method  of accounting be used for all future business combinations and
specifies  criteria  that  intangible  assets acquired in a business combination
must  meet  to  be  recognized  and  reported  apart from goodwill. SFAS No. 142
requires  that  goodwill  and  intangible assets with indefinite useful lives no
longer  be  amortized,  but  instead  tested for impairment at least annually in
accordance  with  the provisions of SFAS No. 142. SFAS No. 142 will also require
that  intangible  assets  with  estimable  useful  lives be amortized over their
respective  estimated  useful  lives,  and reviewed for impairment in accordance
with  SFAS  No. 121. The Company has adopted the provisions of SFAS 141 and SFAS
142 as of July 1, 2001. Management has completed its assessment of the impact of
SFAS  142  and  believes  that  its  goodwill  is  not  impaired.

In  July  2001,  the FASB issued Statement of Financial Accounting Standards No.
143  ("SFAS 143") "Accounting for Asset Retirement Obligations" that records the
fair  value  of  the liability for closure and removal costs associated with the
legal  obligations upon retirement or removal of any tangible long-lived assets.
The  initial  recognition  of  the  liability will be capitalized as part of the
asset  cost and depreciated over its estimated useful life. SFAS 143 was adopted
effective  January  1,  2003. The adoption of SFAS 143 had no material impact on
the  financial  position,  results  of  operations or cash flows of the Company.

In  August 2001, the FASB issued Statement of Financial Accounting Standards No.
144  ("SFAS  144")  "Accounting  for  the  Impairment  or Disposal of Long-Lived
Assets"  that  supersedes  Statement  of Financial Accounting Standards No. 121,
"Accounting  for  the Impairment or Disposal of Long-Lived Assets to Be Disposed
Of."  The  adoption  of SFAS 144 did not have a material effect on the financial
position,  results  of  operations  or  cash  flows  of  the  Company.


<PAGE>
NET LOSS PER SHARE

Basic  loss  per  share is based on the weighted average number of common shares
outstanding during the year. Stock options were not included in the computations
because  they would have been antidilutive. Effective July 8, 2002, the Board of
Directors  declared  a 1-for-2 reverse stock split. All share and per share data
in  these  financial  statements  has been restated to reflect the reverse stock
split.

REVENUE RECOGNITION

The  Company divides revenue operations into five departments. These departments
include  retail  outlet  sales,  fundraising  sales,  internet sales, home party
sales,  and  tradeshow  sales. The difference in these departments lies in their
method  of  distributing  products  to  their customers. Retail outlet sales are
distributed to Christian bookstore dealers and novelty stores. Fundraising sales
are  distributed to private schools and non-profit organizations. Internet sales
are  products  sold by means of the three retail web sites on the internet. Home
party  sales are sales to independent distributors. Tradeshow sales are sales at
organized  events  held  throughout  the country. The Company recognizes revenue
when  products  are  shipped.


<PAGE>
SEGMENT INFORMATION

In  accordance  with  SFAS 131, "Disclosures about Segments of an Enterprise and
Related  Information",  Xtreme  is  deemed  to  be  a  segment  of  the Company.
Accordingly,  the  following  segment  disclosures  are  made for the year ended
January  31,  2003:

<TABLE>
<CAPTION>
<S>                                   <C>
    Revenues:
       Xtreme                         $2,629,973
       Kingdom Ventures                  564,840
                                      -----------
                              Total   $3,194,813
                                      ===========

    Earnings before minority interest:
       Xtreme                         $   67,308
       Kingdom Ventures                 (838,465)
                                      -----------
                               Total  $ (771,157)
                                      ===========

    Depreciation:
       Xtreme                         $        0
       Kingdom Ventures                   12,112
                                      -----------
                               Total  $   12,112
                                      ===========

    Capital expenditures:
       Xtreme                         $        0
       Kingdom Ventures                   87,156
                                      -----------
                               Total  $   87,156
                                      ===========

    Assets:
       Xtreme                         $   77,028
       Kingdom Ventures                  876,429
                                      -----------
                               Total  $  953,457
                                      ===========
</TABLE>

3.  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. As of January 31,
2002, 775,000 shares were available for options. These options expired on jauary
31,  2003. No compensation expense has been recorded related to these options in
accordance  with  APB  No.  25.

In  March  2003, options were granted to three Directors totaling 250,000 shares
at  $.50  per  share.  These  options  expire  March  4,  2008.


<PAGE>
4.  OTHER ASSETS

Other assets consist of the following as of January 31, 2003:

<TABLE>
<CAPTION>
<S>                                <C>
  Intangible asset                 $ 32,000
  Less:  Accumulated amortization   (21,086)
  Security deposit                    1,885
  Goodwill                          493,587
                                   ---------
                                   $506,386
                                   =========
</TABLE>

Prior  to  June  30,  2001,  intangible  assets were amortized over three years.
Amortization  expense  for  the  year  ended  January  31,  2002  was  $10,544.


<PAGE>
5.   NOTES PAYABLE

                                                                     January 31,
                                                                        2003
                                                                     -----------

Note  payable  to  J  &  J  Holdings,  Inc.,  the  majority
shareholder,  bearing  interest  at 7% per annum, payable no
later  than  January  31,  2003.                                           1,750

Note  payable to a related individual, bearing interest
at  5%  per  annum,  payable no later than December 31,
2002.                                                                     50,250

Note payable to a former employee and Director, bearing
interest  at  5%  per  annum (imputed rate), payable on
demand.                                                                   93,800

Notes payable bearing interest at 2% per month, payable
on  demand.                                                                5,750

Note payable to an individual, bearing interest at 4.5%
per  annum,  payable  no  later  than  May  31,  2003.                   150,000

Six  notes  payable to individual investors in the form
of  convertible  debt,  bearing  interest  at 10% (four
notes)  and 20% (two notes) per annum, payable no later
than  March  31,  2003.  72,200                                           55,000
                                                                     -----------
Four  notes payable to individuals, bearing interest at
10%  per  annum,  payable no later than April 10, 2003.                  428,750
                                                                     ===========

The  convertible debt is convertible at the discretion of the lender into common
stock  of the Company at the rate of $1.00 per share for the principal amount of
the debt and accrued interest thereon or 75% of the then current market price of
the  Company's stock as traded on a public exchange. The option to receive stock
in - lieu of cash may be exercised at any time prior to the maturity date of the
note upon written notification of the lender's intention to do so. Subsequent to
year  end,  all  but  $20,000 of the debt was converted into common stock by the
lenders.


<PAGE>
6.  OPERATING LEASES

The  Company leases property and equipment under several operating leases. Terms
range  from 30 days to three years. Rent expense for the years ended January 31,
2003  and  2002  was  $30,066  and  $27,118,  respectively.

The  following  is  a  schedule  of  future minimum lease payments for operating
leases  with  initial  or  remaining  noncancelable lease terms in excess of one
year:

                      2003             $36,000
                      2004              36,000
                      2005              28,000
                                      --------
                                      $100,000
                                      ========

7.   FEDERAL INCOME TAXES

There has been no provision for U.S. federal, state, or foreign income taxes for
any  period  because  the Company has incurred losses in all periods and for all
jurisdictions.

Deferred  income  taxes  reflect  the  net  tax affects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred  tax  assets  are  as  follows:


Deferred tax assets:
   Net operating loss carryforwards                              $     1,673,076
   Valuation allowance for deferred tax assets                       (1,673,076)
                                                                 ---------------
Net deferred tax assets                                          $             0
                                                                 ===============


<PAGE>
Realization  of  deferred  tax assets is dependent upon future earnings, if any,
the  timing and amount of which are uncertain. Accordingly, the net deferred tax
assets  have  been  fully  offset  by a valuation allowance. The Company had net
operating  loss  carryforwards  for federal income tax purposes of approximately
$1,673,076 as of January 31, 2003. These carryforwards if not utilized to offset
taxable  income  begin  to expire in 2014. Utilization of the net operating loss
may  be  subject  to  substantial  annual limitation due to the ownership change
limitations  provided by the Internal Revenue Code and similar state provisions.
The  annual  limitation could result in the expiration of the net operating loss
before  utilization.

8.  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 per 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 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 of dividends on the shares of Series A
Preferred  Stock.

Liquidation.  In  the  event  that  there is (a) any liquidation, dissolution or
-----------
winding  up  of  the  corporation  of  (b)  there  shall  occur an Extraordinary
Transaction (as defined in Section 4 hereof) (either, a "Liquidation Event") 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 Series A
Preferred  Stock,  the  "Liquidation Value" of the Series A Preferred Stock. For
the purposes of this Certificate of Designations, "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 of all amounts distributable to them
under  this  Section  3  or  the  corresponding  section  of  the Certificate 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.


<PAGE>
Notice  of  Extraordinary  Transactions.  In  the  event  of  (I)  a  merger  or
---------------------------------------
consolidation  of  the Corporation with or into another corporation resulting in
more  than  50%  of the outstanding shares of the surviving corporation's voting
stock  being  owned  by  a  person or persons other than the shareholders of the
Corporation  as  of  the date immediately prior to such merger or consolidation;
(ii)  a share exchange of voting stock of the Corporation resulting in more than
50% of the outstanding shares of the Corporation's voting stock being owned by a
person  or persons other than the shareholders of the Corporation as of the date
immediately  prior to such share exchange; (iii) the sale of voting stock of the
Corporation  resulting  in  more  than  50%  of  the  outstanding  shares of the
Corporation's  voting  stock  being  owned by a person or persons other than the
shareholders of the Corporation s of the date immediately prior to such sale; or
(iv)  the sale, transfer or lease of all, or substantially all, of the assets of
the  corporation  (each,  an extraordinary Transaction"), the Corporation shall,
within  ten  (10)  days  after  the  date  the  Board of Directors approves such
transaction,  give each holder of record of the Series A Preferred Stock written
notice  of  the  proposed  action,  including  the  date on which such action is
scheduled  to  be  taken,  a  description  of the stock, cash and property to be
received  by  the holders of shares of Common Stock and Series A Preferred Stock
upon  consummation  of  the proposed action and the date of delivery thereof. If
any  material  change  in  the  facts  set  forth in the notice shall occur, the
Corporation  shall  promptly  give written notice to each holder of the Series A
Preferred  Stock  of  such  material  change.

The  Corporation shall not consummate any proposed action of the types described
in  Section  4(a) before the expiration of thirty (30) days after the mailing of
the  initial notice or ten (10) days after the mailing of any subsequent written
notice,  whichever  is later; provided that nay such 30-day or 10-day period may
be  shortened  upon the written consent of the holders of a majority of the then
outstanding  shares  of  the  Series A Preferred Stock (the "Majority Holders").

In  the  event  of the Corporation shall propose to take any action of the types
described  in  Sections  3 or 4(a) which will involve the distribution of assets
other  than  cash,  the  Board of Directors of the Corporation shall make a good
faith  determination  of the value of such assets and give prompt notice thereof
to  each  holder  of  the  Series  A  Preferred  Stock.

Voting.
------
(a)  Except  as  otherwise  provided  in  the  Articles  of Incorporation of the
Corporation  (together  with any amendments thereto, the "Charter") with respect
to  separate  class  votes  of  the  Series A Preferred Stock, the shares of the
Series  A  Preferred Stock shall be voted together 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 of such written consent, or if a record date is set, the close of
business  on  the  record  date,  or the effective date of such written consent.


<PAGE>
(b)  So  long  as 10% of the shares of Series A Preferred Stock are outstanding,
the  Corporation  shall  not,  without  first obtaining the approval (by vote or
written  consent,  as  provided in the Charter or the bylaws of the Corporation,
each  as  amend,  or by applicable law) of the holders of at least a majority of
the  outstanding shares of Series A Preferred Stock (with the Series A preferred
Stock  voting on as if converted basis): (i) amend the Corporation's Articles of
Incorporation  or  bylaws;

(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 share or shares of preferred stock of Common
Stock;

(iv)  authorize  a  merger,  sale  of  all  of  the  assets,  consolidation,
recapitalization  or  reorganization  of  the  Corporation;  or

(v)  authorize  the  issuance  of additional shares of Series A Preferred Stock.


9.  DEFERRED COMPENSATION

The  accompanying  financial  statements  for  the  year  ended January 31, 2003
include  $350,000  in  deferred  compensation  expense  payable  to  two related
individuals.  Management  intends  to  pay this amount in the fiscal year ending
January  31,  2004.  The  related  liability is recorded in accounts payable and
accrued  expenses.

10.  GOING CONCERN

These statements are presented on the basis that the Company is 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.
The  Company has incurred net losses of $1,673,076 from inception to January 31,
2003.

Management  plans  to  raise  additional financing in an as yet to be determined
amount  to  address  the significant capital requirements of a start-up company.
Management  intends  to  use  the  proceeds  from this financing to increase and
diversify  the  Company's  initial  product  offerings,  to  maintain  adequate
inventory  to satisfy customer expectations and to meet customer demands, and to
help fund operations. Management intends to raise the additional capital through
public  and/or  private  equity  and/or  debt  financing.


<PAGE>
The  Company  has  not  entered  into  any  agreements  to  raise any additional
financing,  and  there can be no assurance that such financing will be available
on terms acceptable to the Company. The Company's continued existence depends on
its  ability  to  obtain  this  additional  capital.  Management believes it has
reasonable  assurance  from  its  initial  research  that  it  will  be  able to
successfully  complete a public offering. In the interim, management is managing
cash  flow  and  responding  to  market  conditions to insure that it is able to
continue  operations as a going concern. Increasing sales through more effective
penetration  of  the fundraising and direct sales markets will be of the highest
priority  in  the  coming  months.

11.  SUBSEQUENT EVENTS

Subsequent  to  January  31,  2003,  the  Company consummated a transaction with
Iexalt,  Inc.  (Iexalt)  (www.Iexalt.com  and  www.prayerweb.com),  whereby  the
                          --------------       -----------------
Company  purchased  all  the  intellectual  property  and online media assets of
Iexalt  including  websites  and  website  name  registrations for $10,000, with
another  $40,000  contingent  upon Iexalt meeting certain performance goals. The
purchase  of  Iexalt  assets  is intended to substantially improve the Company's
Media  &  Marketing  activities  and  Internet  presence.

The  Company  entered  into  a  business  development  consulting agreement with
Resource  Capital  Management. The Board of Directors also approved the creation
of  a Stock Incentive Plan for compensation to Business Development Consultants.
Approximately  8,100,000  warrants were issued for consulting services, which if
exercised in full, would result in excess of $1.5 million dollars in cash to the
Company.

The  Board  of Directors and the holders of a majority of the outstanding voting
shares  of  common  stock  approved a change to the Articles of Incorporation to
permit  the  Company to issue different classes or series of common stock. After
approval  of  the  amendment, the Board of Directors created a class of Series B
Common  Stock and declared a dividend of two shares of Series B Common Stock for
each  outstanding  share  of  Common Stock as of February 7, 2003. The shares of
Series  B  Common  Stock  will  be  distributed  in  April  of  2003.

The  Company  has  initiated  a  series  of  partnerships and online initiatives
designed  to  strengthen  the  future  as  a  church  development company. These
initiatives  include  partnerships  in  church  financing  with Security Pacific
Church  Finance,  Internet filtering with Bsafe online, facilitating donating of
cars  to  non-profit  organizations  (the  UCAN initiative), Christian media and
communications  (Christian  Times  and Christian Artists & Speakers Bureau). The
Company  also  announced  the  retention  of  Focus  Partners  as  its  Investor
Relations/Public  Relations firm. Each of the above initiatives were released in
public  media  and  may  be  viewed  at  www.kdmvcorp.com.
                                         ----------------


<PAGE>
                                  EXHIBIT INDEX

EXHIBIT  NO.                        DESCRIPTION

Exhibit  2.1   Stock  Exchange  Agreement by and among Kingdom Ventures, Inc.,
               Steve  Nichols  and  Jeff  Dudley  (Xtreme Notebooks, Inc.) dated
               April  12,  2002.*

Exhibit 2.2    Asset Purchase Agreement by and among Kingdom Ventures, Inc. and
               iExalt,  Inc.  dated  February  3,  2003.*****

Exhibit 3.1    Amended and Restated Articles of Incorporation of Legends of the
               Faith,  Inc.**

Exhibit  3.2   Bylaws  of  Kingdom  Ventures,  Inc.**

Exhibit  3.3   Amendment to the Amended and Restated Articles of Incorporation
               of  Legends  of  the  Faith,  Inc.*****

Exhibit  3.4   Amendment to the Amended and Restated Articles of Incorporation
               of  Kingdom  Ventures,  Inc.*****

Exhibit  4.1   Certificate  of  Designations  of Limitations, Preferences, and
               Relative  Rights  of  the  Series  B  Common  Stock.*****

Exhibit  10.1  Real  Estate  Lease  Agreement  by  and between Legends of the
               Faith,  Inc.  and  J&J  Holdings,  Inc.  dated  March  1, 2000.**

Exhibit  10.2  Unsecured  Promissory  Note  by  Kingdom Ventures, Inc. in the
               principal  amount of $53,750 in favor of Howard Dix dated January
               31,  2001.**

Exhibit  10.3  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.*****

Exhibit  10.4  Real  Estate  Lease  Agreement  by  and between Legends of the
               Faith,  Inc.  and  Archeion Nevada LLC dated February 24, 2001.**

Exhibit  10.5  Real  Estate  Lease Agreement by and between Kingdom Ventures,
               Inc.  and  J&J  Holdings,  Inc.  dated  March  15,  2002.***

Exhibit  10.6  2003  Stock  Compensation  Plan.****

Exhibit  10.7  Exchange  Agreement  between  J&J  Holdings,  Inc. and Kingdom
               Ventures,  Inc.,  dated  as  of  February  3,  2003.*****
________________

          *    Incorporated  by  reference  from the Company's Current Report on
               Form  8-K,  filed  with the Securities and Exchange Commission on
               May  1,  2002.

         **    Incorporated  by  reference  from  the  Company's  Registration
               Statement on Form 10-SB, as amended (Registration No. 000-32273).


<PAGE>
        ***    Incorporated  by  reference  from  the Company's Annual Report on
               Form 10-KSB, filed with the Securities and Exchange Commission on
               May  13,  2002.

       ****    Incorporated  by  reference  from  the  Company's  Registration
               Statement  on  Form  S-8  (Registration  No.  333-103031).

      *****    Filed  herewith.


<PAGE>