UNITED STATES
                       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, 2004

[ ]   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)

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

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

Issuer's revenues for the fiscal year ended January 31, 2004 totaled $10,089,614

As of May 3, 2004 the Issuer had 24,427,092 shares of common stock outstanding.
The aggregate market value of the common stock held by non-affiliates on May 3,
2004 was approximately $6,414,726.

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                                           2

ITEM 2.  DESCRIPTION OF PROPERTIES                                         4

ITEM 3.  LEGAL PROCEEDINGS                                                 4

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

                                    PART II.

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

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

ITEM 7.  FINANCIAL STATEMENTS                                              7

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

ITEM 8A. CONTROLS AND PROCEDURES                                           8

                                    PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
         EXCHANGE ACT                                                      8

ITEM 10. EXECUTIVE COMPENSATION                                            10

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS                        10

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    11

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                  11

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                            14

SIGNATURES                                                                 15

<PAGE>

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

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

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

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

         the ability to raise sufficient capital to meet operating requirements;

         the uncertainty of consumer demand for Kingdom Ventures' products;

         the ability to compete with major established companies;

         the effect of changing economic conditions;

         the ability to develop profitable operations;

         the ability to assimilate acquisitions in a profitable manner;

         the ability to attract and retain quality employees; and

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

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

                                        1
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General
-------

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

         Kingdom Ventures is a media communications and product company helping
churches and their people to grow and impact our world for Christ. The Company's
primary media property is Christian Times Today, a nationally impacting monthly
newspaper distributed by and to churches, leaders, and business settings across
the country. Current circulation is in excess of 300,000 monthly. Iexalt.com
provides a variety of chat groups and news information in an electronic format.
Our Product Activities are focused on JoBasic, an Internet Charity Shopping
Network (scheduled for full public release in July 2004). JoBasic provides
e-commerce fundraising potential for every non-profit group in America (called
"Organizations with Cause" in the JoBasic community). Kingdom Ventures also owns
Mr. Roy Productions, Inc. a Northern Nevada silk screen, embroidery, and
production facility that serves a local clientele and provides product support
for each of the Company's other activities, including the distribution of
"Yahwear," a line of Christian clothing sold in e-commerce, direct mail, and at
selected Christian music festivals.

Overview

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

         Our goal is to become the driving force behind the growth of these
organizations. We lend our media and communications and fundraising expertise to
them, positioning ourselves as a media and development company for the faith
community. We help churches focus on their core mission - reaching and teaching
the people of God--by providing media and products to impact our culture for
Christ.

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 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.

          From February of 2002 through the fall of 2003, Kingdom Ventures
acquired a number of independent business units. Towards the latter part of
2003, Kingdom Ventures made the strategic decision to focus its efforts in its
Media and JoBasic properties. Consequently, Kingdom Ventures sold its Sierra
Candles division, 67% stock ownership in Xtreme Notebooks, Inc., 100% ownership
of the stock of American Association of Christian Counselors, 100% of its stock
ownership in Christian Speakers & Artists Agency, Inc., and its inventory
previously used in the Kingdom Inspirations gift line.

                                        2
<PAGE>

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

         The Company believes that the market for faith-based media and products
is expanding as parents and other family members increasingly search for tools
to teach their children Christian values and develop character. The development
of a Biblical worldview is an enterprise that our Christian Times Today and
Iexalt.com properties are addressing with vigor.

         Cause related marketing is a huge opportunity in the present and
future. We believe that our JoBasic property is the premier opportunity for
non-profit organizations to utilize the power of cause related commerce in
support of their missions. Kingdom Ventures, Inc. is committed to the use of the
Internet as a unique sales and marketing channel. 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 media products are unique in their reach and
distribution. Christian Times Today is the only nationally distributed newspaper
with a Christian worldview, and Iexalt.com reaches over 300,000 visitors each
month. JoBasic is prepared for its July 2004 launch and has established
relationships with a substantial number of national distributors. In addition,
the JoCard provides unsurpassed fundraising opportunities for Organizations with
Cause.

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

         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:

                                        3
<PAGE>

         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.

         JoBasic; we have applied for and expect to receive trademark and patent
         registration for this concept and Internet design and execution
         standards.

Personnel
---------

         At January 31, 2004, we had approximately 26 employees in all
divisions. Our office location in Minden, Nevada houses 3 employees; the
remainder of our workforce is in our Mr. Roys production facility in Carson
City, and in the JoBasic and Christian Times offices in Nashville, Tennessee.
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 adversely affected. We do not currently have key man life
insurance on any of our directors or executive officers.

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) A 6,000 square foot  production  facility for Mr. Roy Productions in
            Carson City, Nevada; and
         3) A 2,500 square foot office in Nashville, Tennessee for JoBasic and
            Christian Times.

         All of the above facilities are leased on an annual basis.

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
fourth quarter of the fiscal year ended January 31, 2004.

                                        4
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Kingdom Ventures' common stock is traded on the Over The Counter
Bulletin Board (OTCBB: KDMV). Kingdom Ventures began to trade on January 13,
2003. The high and low closing prices of our common stock, during the period of
the last fiscal year in which there was trading (January 13, 2003 to January 31,
2004) 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 First Quarter                        1.00               .28
         2003 Second Quarter                       1.02               .32
         2003 Third Quarter                         .38               .26
         2003 Fourth Quarter                        .28               .13

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

         As of May 3, 2004, there were approximately 4,000 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 OPTIONS,      REMAINING AVAILABLE FOR
                                      OUTSTANDING OPTIONS,            WARRANTS AND RIGHTS        FUTURE ISSUANCE UNDER EQUITY
                                       WARRANTS AND RIGHTS                                            COMPENSATION PLANS
                                                                                                     (EXCLUDING SECURITIES
                                                                                                    REFLECTED IN COLUMN (A))
--------------------------------- ------------------------------ ------------------------------- ------------------------------
                                               (A)                             (B)                          (C)
--------------------------------- ------------------------------ ------------------------------- ------------------------------
<S>                                          <C>                              <C>                           <C>
   EQUITY COMPENSATION PLANS                 250,000                          .50                           750,000
  APPROVED BY SECURITY HOLDERS
--------------------------------- ------------------------------ ------------------------------- ------------------------------

--------------------------------- ------------------------------ ------------------------------- ------------------------------
 EQUITY COMPENSATION PLANS NOT
  APPROVED BY SECURITY HOLDERS                  0                              0                               0
--------------------------------- ------------------------------ ------------------------------- ------------------------------

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


                                        5
<PAGE>




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.

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

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

General
-------

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

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

         Kingdom Ventures has continued to grow and develop its business model.
During the year ended January 31, 2004 ("Fiscal Year 2003"), we reported a gain
from ordinary operations of $224,667. These results compare to a loss of
$793,480 during the year ended January 31, 2003 ("Fiscal Year 2002") which
resulted primarily from acquisition costs related to modifying our business
model, deferred compensation, consulting, and the costs of becoming a publicly
traded company. Other income and expenses resulted in a loss from other
income/expense of $1,966,857. Of this total, Kingdom Ventures recognized
one-time expense items in the amount of $2,904,000 relating primarily to stock
compensation expense for Resource Capital Management consultants in a stock
restructure plan entered into during the first quarter of the fiscal year.

Revenues
--------

         Revenues for Fiscal Year 2003 were $10,089,615, compared to $3,194,813
for Fiscal Year 2002. This increase of $6,894,802 or 216% is attributable to the
activities of AACC, Christian Speakers and Artist, and, to a lesser extent,
increased revenues at Mr. Roy Productions, and Xtreme Notebooks, Inc. Because
our business strategy has been modified, fiscal 2004 results will be dependent
on our ability to insure the growth of our Christian Times Today and JoBasic
business units, both of which will be fully functional in the 2nd and 3rd
quarter of FY2004.

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

         Cost of goods sold were $4,737,030 in Fiscal Year 2003 as compared to
$2,456,817 in Fiscal Year 2002, an increase of $2,280,213 or 93%. The increase
in total cost of goods is directly related to activities at AACC, Christian
Speakers and Artist and, to a lesser extent, increased activity at Mr. Roy
Productions and Xtreme Notebooks, Inc. Given the strategic realignment of the
business operations, we expect Cost of Goods sold to be a dramatically smaller
portion of future financial reports.

                                        6
<PAGE>

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

         Selling expenses were $927,744 in Fiscal Year 2003 as compared to
$66,309 in Fiscal Year 2002, an increase of $861,435 or 1,299 %. General and
administrative expenses were $ 4,200,174 in Fiscal Year 2003 as compared to
$849,642 in Fiscal Year 2002, an increase of $3,350,532 or 394%. The increases
in both Selling Expenses and General & Administrative Expenses are directly
related to activities at AACC, Christian Speakers and Artist and, to a lesser
extent, increased activity at Mr. Roy Productions and Xtreme Notebooks, Inc.

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

         As of January 31, 2004, our liquid assets were $17,665, compared to
$63,655 as of January 31, 2003.

         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 former majority stockholder. Recently, J & J Holdings, Inc.
has diversified its holdings, and our majority shareholder is now GBJ, Inc. In
addition, a portion of our assets and expenses has been paid by the issuance of
our common stock. During Fiscal 2003, we issued 2,754,950 shares for services
valued at $1,174,190, 1,100,000 shares valued at $289,000 for purchase of
assets, and 8,707,162 shares for cash valued at $1,200,670 during Fiscal Year
2003. If the revenues from operations are not sufficient, 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.

ITEM 7.  FINANCIAL STATEMENTS

The following financial statements are included herein at pages F-1 through
F-13:

         Consolidate Balance Sheet as of January 31, 2004

         Consolidated Statement of Operations for the Twelve Months ended
         January 31, 2004 and January 31, 2003

         Statements of Changes in Stockholders' Equity for the Twelve Months
         ended January 31, 2004 and January 31, 2003

         Statements of Cash Flows for the Twelve Months ended January 31, 2004
         and January 31, 2003

         Notes to Consolidated Financial Statements


                                        7
<PAGE>

F-1 CONSOLIDATED BALANCE SHEET AT JANUARY 31, 2004         DRAFT/unaudited


CURRENT ASSETS                                       JANUARY 31,     JANUARY 31,
                                                            2004            2003

Cash & Checking Accounts                                  17,665          63,655
Accounts Receivable                                      107,250          25,848
Inter-Company Transfer                                   -61,265
Undeposited Funds                                            406
Inventory
                                                                         231,333
Notes Receivable                                         739,886

Total Current Assets                                     803,942

Total Fixed Assets(Less Depreciation)                    180,044         126,235

Other Assets                                             573,444         506,386

Total Assets                                           1,557,430         953,457


CURRENT LIABILITIES

ACCOUNTS PAYABLE                                          98,789         478,500
Other Current Liabilities
      Accrued Interest                                    12,184
Notes Payable

            GBJ, Inc.                    632,873
            Howard Dix                    50,250
            John Howell                   71,700
            JP Jackson, Inc.             316,753
            VisionQuest Ministries       218,374
            Notes Payable                  5,700

TOTAL NOTES PAYABLE                                    1,295,651         485,068
            Sales Tax Payable-MR                           2,993
            Sales Tax Payable-KV                           9,124

TOTAL OTHER CURRENT LIABILITIES                        1,319,953

Minority Interest                                                         22,323
Total Current Liabilities                              1,418,742         985,891

Equity

Treasury Stock (at cost)                                                 -76,184
Common Stock-KV                                           84,929          25,000
Common Stock-JoBasic                                     155,000               0
Preferred Stock                                          246,778         246,778
Paid-In-Capital                                        4,386,884       1,445,048
Accumulated Deficit                                   -4,734,903      -1,673,076


TOTAL LIABILITIES & EQUITY                             1,557,430         953,457

<PAGE>

F-2  CONSOLIDATED STATEMENT OF OPERATIONS                  DRAFT/unaudited

                                           FEB '03 - JAN 04   FEBRUARY 02-JAN 04
Ordinary Income/Expense
Income

            Total Sales                    10,089,614                  3,194,813

      TOTAL INCOME                         10,089,614                  3,194,813

Cost of Goods Sold
            Cost of Goods Sold              4,675,969                  2,456,817
      Total COGS                            4,675,969                  2,456,817

GROSS PROFIT                                5,413,646                    737,996

Expense
      G & A Expense                         4,200,173                     66,309
      Selling Expense                         927,744                    861,754

TOTAL EXPENSE                               5,127,917                    928,063

NET ORDINARY INCOME                           285,728                   -190,067

Other Income/Expense
      Other Income



Other Expense                                  50,721
Charge for Restructuring                                                -370,900
Contributions                                   1,250                     84,758
Public Corporation Expense                    157,396                      7,984
Stock Compensation Expense                  2,904,863                    459,950
Total Other Expense                         3,434,411                    603,413

Net Other Income                           -3,434,411                   -603,413

NET INCOME                                 -3,148,683                   -793,480

<PAGE>

F-3 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE TWELVE MONTHS
ENDED JANUARY 31, 2004 AND JANUARY 31, 2003

<TABLE>
<CAPTION>
                                                           Common                  Treasury
                                    Preferred A            Stock                   Stock            Paid in    Accum.      Totals
                                    Shares       Amt.      Shares       Amt.       Shares     Amt   Capital    Deficit


<S>                                 <C>          <C>       <C>             <C>           <C>  <C>   <C>         <C>        <C>
10/31/03                            1,233,888    $246,778  26,242,602      46,122        0    0     7,844,200  -4,740,329  3,396,771


Issue Common Stock                                            308,400     452,600
Prior Stock Reversion/Sale                                             -6,000,000  -10,000    0    -2,190,000
Net (loss) 3 months ended 1/31/04                                                                                  -5,426

Totals 1/31/04                      1,233,888    $246,778  23,326,602     488,722        0    0     5,654,200  -4,734,903  2,974,434
</TABLE>

<PAGE>

KINGDOM VENTURES, INC. (FORMERLY LEGENDS OF THE FAITH, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2004

1.  BUSINESS AND CONSOLIDATION

Kingdom Ventures, Inc. ("KDMV", "The Company"), is a Nevada corporation which
was organized on March 17, 1999. Principal offices are located at 1045 Stephanie
Way, Minden, Nevada 89423. KDMV operates websites at www.kdmvcorp.com,
www.iexalt.com, www.christiantimestoday.com, www.iexaltmall.com,
www.yahwear.com, www.mrroys.com, (collectively, the "KV Websites").

         Kingdom Ventures is a media communications and product company helping
churches and their people to grow and impact the world for Christ. The Company's
primary media property is Christian Times Today, a nationally impacting monthly
newspaper distributed by and to churches, leaders, and business settings across
the country. Current circulation is in excess of 300,000. Iexalt.com provides a
variety of chat groups and news information in an electronic format. KDMV
Product Activities are focused on JoBasic, an Internet Charity Shopping Network
(scheduled for full public release in July 2004). JoBasic provides e-commerce
fundraising potential for every non-profit group in America (called
"Organizations with Cause" in the JoBasic community). Kingdom Ventures also owns
Mr. Roy Productions, Inc. a Northern Nevada silk screen, embroidery, and
production facility that serves a local clientele and provides product support
for each of the Company's other activities, including the distribution of
"Yahwear," a line of Christian clothing sold in e-commerce, direct mail, and at
selected Christian music festivals.

The accompanying financial statements for fiscal 2004 include the accounts of
the Company and its subsidiaries. All significant intercompany transactions and
account balances have been eliminated.

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.

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, 2004.

INVENTORIES

The company maintains no physical 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


<PAGE>

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, 2004 and 2003 was
$21,086.

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, 2004 and
2003 were $927,744 and $66,309 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, 2004 and 2003, 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, 2004 and 2003, the Company reissued
2,754,950 shares of stock and 623,850 shares of treasury stock in noncash
transactions for goods and services valued at $1,174,190 and $457,804
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.

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.


<PAGE>

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 $67,755 and approximately $13,773 in fiscal
2003.

NEW ACCOUNTING STANDARDS

In November 2002, the EITF reached a consensus on Issue No. 00-21, Accounting
for Revenue Arrangements with Multiple Deliverables. This issue provides
guidance on when and how to separate elements of an arrangement that may involve
the delivery or performance of multiple products, services and rights to use
assets into separate units of accounting. The guidance in the consensus is
effective for revenue arrangements entered into in fiscal periods, interim or
annual, beginning after June 15, 2003. KDMV adopted Issue No. 00-21 on August 1,
2003. The adoption of Issue No. 00-21 did not have a material impact to our
consolidated financial position, results of operation, or cash flows.

In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. SFAS 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. This statement is effective for financial
instruments entered into or modified after May 31, 2003 (except for mandatory
redeemable noncontrolling interests). For all instruments that existed prior to
May 31, 2003, SFAS 150 is effective at the beginning of the first interim period
beginning after June 15,2003 (except for mandatorily redeemable noncontrolling
interests). For mandatorily redeemable noncontrolling interests, the FASB has
deferred certain provisions of SFAS 150. The adoption of SFAS 150 did not have a
material effect on our consolidated financial position, results of operation or
cash flows.

In December 2003 the SEC issued Staff Accounting Bulletin ( SAB) No. 104,
Revenue Recognition. SAB 104 codifies, revises and rescinds certain sections of
SAB No. 101 in order to make this interpretive guidance consistent with current
authoritative accounting and auditing guidance and SEC rules and regulations.
Accordingly, there is no impact to our results of operations, financial position
or cash flows as a result of the issuance of SAB No. 104.

In December 2003, the Financial Accounting Standards Board issued FASB
Interpretation no. 46R, Consolidation of Variable Interest Entities ( FIN 46R).
FIN 46R requires the application of either FIN 46 or FIN 46R by Public Entities
to all Special Purpose Entities (SPE) created prior to February 1, 2003 as of
December 31, 2003 for calendar year-end companies. FIN 46R is applicable to all
non-SPEs created prior to February 1, 2003 at the end of the first interim or
annual period ending after March 15, 2004. For all entities created subsequent
to January 31, 2003, Public Entities were required to apply the provisions of
FIN 46. The adoption of FIN 46 did not have a material impact to our
consolidated financial position, results of operation or cash flows. The
adoption of FIN 46R for SPEs did not have an impact to our consolidated
financial position, results of operation or cash flows, and we do not believe
the adoption of FIN46R for non SPEs will have a material impact to our
consolidated financial position, results of operations or cash flows.

NET GAIN 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.

REVENUE RECOGNITION

The Company divides revenue operations into two departments. These departments
include media and product operations. Media operations are primarily conducted
through Christian Times Today and iexalt.com. Discontinued(sold) media
operations include American Association of Christian Counseling, Ministry Values
for Growing Churches, and Christian Speakers & Artists Agency. Product
activities are primarily carried out through JoBasic and Mr. Roy Productions.
Discontinued (sold) product operations include Xtreme Notebooks, Inc. and the
Inspirations gift line of products.

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. In March 2003,
options were granted to three Directors totaling 250,000 shares at $.50 per
share. These options expire March 4, 2008. As of January 31, 2004, 750,000
shares were available for options. No compensation expense has been recorded
related to these options in accordance with APB No. 25.


<PAGE>

4.  COMMITMENTS AND OTHER CONTINGENCIES

Litigation- KDMV is currently involved in litigation with two parties. While the
company is defending itself against these claims, the potential loss to the
company should negative outcomes occur is approximately $ 120,000, plus legal
fees.

Securities and Exchange Commission Inquiry- During the fiscal year ended January
31, 2004, KDMV received informal request from the Securities and Exchange
Commission to voluntarily provide information relating to a Form 8K and
associated press releases referring to a Web Hosting Agreement with
YourNetPlus.com. KDMV has provided the information to the SEC and intends to
continue to cooperate in responding to the inquiry. In accordance with its
normal practice, the Securities and Exchange Commission has not advised KDMV
when its inquiry may be concluded, and KDMV is unable to predict the outcome of
this inquiry.

5.   NOTES PAYABLE

                                                                     January 31,
                                                                        2004
                                                                     -----------
Note payable to GBJ, Inc., the majority shareholder,
bearing interest at 7% per annum, payable no
later than  January  31,  2005.                                         $632,873

Note payable to a corporation, bearing interest at 7% per annum,
payable no later than January 31, 2005                                   316,753

Note payable to a corporation, bearing interest at 7% per annum,
payable no later than January 31, 2005                                   218,324

Note payable to a director, 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.                              71,700

Notes payable bearing interest at 2% per month, payable on demand.         5,750
                                                                     ===========
                                                                     $ 1,295,650

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,
2004 and 2003 was $90,818 and $30,066 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:

                      2004              36,000
                      2005              28,000
                                      --------
                                      $ 64,000
                                      ========

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.


<PAGE>

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                              $    4,836,990
   Valuation allowance for deferred tax assets                       (4,836,990)
                                                                 ---------------
Net deferred tax assets                                          $            0
                                                                 ===============


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
$4,836,990 as of January 31, 2004. 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.

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 Corporations 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.


<PAGE>

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.

(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

Deferred compensation of $350,000 was paid in prior years and is incorporated in
the notes payable section to two corporations as a liability of the company.

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 $4,836,990 from inception to January
31,2004.

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.

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.

<PAGE>

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

None.

ITEM 8A.  CONTROLS AND PROCEDURES

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

                                    PART III

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

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

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

         The directors and executive officers of the Company are set forth
below:
<TABLE>
<CAPTION>

Name                               Age                    Position                        Director Since
----                               ---                    --------                        --------------
<S>                                <C>                                                         <C>
Gene Jackson                       41               Director, President,                       1999
                                                   Secretary and Treasurer
Howard Dix                         71                     Director                             2001
Don Scheib                         69                     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 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.

                                        8
<PAGE>

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

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

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

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

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

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

<TABLE>
<CAPTION>
                                               Number                   Transactions not    Known failures to file
      Name and Relationship                    of late reports          timely reported     a required form
      ---------------------                    ---------------          ---------------     ---------------
<S>                                                        <C>                   <C>                   <C>
      Gene Jackson, Director, President,
      Secretary and Treasurer                              1                     1                     1
      Howard Dix, Director                                 0                     0                     1
      Don Scheib, Director                                 0                     0                     1
      J & J Holdings, Inc., former 10%                     5                     5                     1
      shareholder
      GBJ, Inc., 10% shareholder                           1                     1                     0
</TABLE>

                                        9
<PAGE>

Code of Ethics
--------------

The Company has adopted its Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of the officers, directors and
employees of the Company. The Code of Ethics is filed herewith as Exhibit 14.1.

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 COMPENSATION TABLE

                                                                                               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,
Director, President,
Secretary and Treasurer          2003          $100,000          -0-             -0-       100,000      -0-             -0-
                                 2002          $100,000          -0-           $250,00       -0-        -0-             -0-
</TABLE>

1) Mr. Jackson was granted $250,000 of deferred compensation in January of 2003
for his previous 3 years service without salary. This amount was booked as an
expense in Fiscal Year 2002.

         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.

         In March of 2003, we granted 100,000 options to Gene Jackson and
100,000 options to Howard Dix for their service as Directors of the Company. In
March of 2003 we also granted 50,000 options to and to Don Scheib for his
service as a Director of the Company. These options are exercisable at $.50 and
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, 2004 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.

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                                     Beneficial    Percent of
                           Beneficial                    Beneficial    Percent of    Ownership      Series A
                          Ownership of   Percent of     Ownership of     Class B     of Series A   Preferred
                            Common      Common Stock      Class B     Common Stock   Preferred       Stock          Percent of
 Name and Address(1)        Stock       Outstanding(2)  Common Stock  Outstanding(3)   Stock       Outstanding    Actual Voting
-------------------        ---------    --------------  ------------  -----------    ----------    -----------      ---------
<S>                        <C>          <C>              <C>             <C>          <C>              <C>            <C>
GBJ, Inc.                        --            --        10,000,000      44.38%       1,233,888        100%           87.45%
J & J Holdings, Inc.       1,295,928         5.31%          191,856          *              --          --                *
Gene Jackson               2,100,000 (4)     8.60%              --          --              --          --                *
Howard Dix                   232,500 (5)        *               --          --              --          --                *
Don Scheib                   106,000 (6)        *               --          --              --          --                *

All directors and          2,438,500         9.98%              --          --        1,233,888        100%               *
executive officers
as a group (3
persons)
</TABLE>
-------------------------
* Less than 1%.
(1) Unless otherwise noted, the address of each of these persons is c/o the
Company, 1045 Stephanie Way, Minden, NV 89423.
(2) Based on an aggregate of 24,427,092  shares of Common Stock  outstanding  on
May 3, 2004.
(3)  Based on an  aggregate  of  22,410,762  shares  of  Series  B Common  Stock
outstanding on May 3, 2004.
(4) Includes  shares owned of record by GBJ, Inc. and 100,000  options  received
for serving as a Director of the Company.
(5) Includes  100,000  shares of Common  Stock  underlying  options  exercisable
within 60 days of May 3, 2004.
(6) Includes 50,000 shares of Common Stock underlying options exercisable within
60 days of May 3, 2004.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         As of January 31, 2004, we owed $632,873 to GBJ, Inc., a Nevada
corporation controlled by Gene Jackson, our President, Secretary, Treasurer and
a Director, and his wife, Barbara Jackson.

         As of January 31, 2003, we owed $316,753 to JP Jackson, Inc., a Nevada
corporation owned and controlled by John & Pamela Jackson and their children.
John Jackson is the brother of Gene Jackson.

         On January 31, 2001 and previously, 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. One principal payment was made on the note and the
current note principal balance is $50,250. The note bears interest at 5% per
year and was due September 30, 2001. The Company did not pay the note when it
became due. However, Mr. Dix has not demanded payment and has agreed to allow
the Company to continue to make periodic interest payments on the note.

         In early 2003, the company entered into an agreement with John Howell,
a former director and employee, whereby various financial matters were settled
into a comprehensive agreement for the company to pay Mr. Howell $71,700.
Currently, the agreement is in dispute because of monies that were to be
accredited to Kingdom Ventures from Mr. Howell and the company feels certain
that it will ultimately owe substantially less than the $71,700 note represented
on its books and records.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

10.3              2003 Stock Compensation Plan. (9)

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

10.5              Code of Ethics and Business Conduct of Officers, Directors and
                  Employees.

21.1              List of Subsidiaries.

31.1              Certification by Gene Jackson, principal executive officer and
                  principal  financial  officer,  pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.


                                       12
<PAGE>

32.1              Certification by Gene Jackson, principal executive officer and
                  principal  financial  officer,  pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

99.1              Consulting  Agreement  between the Company and John Huff. (10)
________________

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

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

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

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

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

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

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

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

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

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

           (b)    Reports on Form 8-K

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

         On December 10, 2003, the Company filed a Form 8-K/A amending a Form
8-K that was filed on September 9, 2003 and reporting under Item 2 the merger of

                                       13
<PAGE>

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

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

The aggregate fees billed for professional services rendered by the Company's
independent auditors for the audit of the Company's financial statements, for
the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-QSB, and for other services normally provided in connection
with statutory filings were $64,900 and $56,000 for the years ended January 31,
2004 and January 31, 2003, respectively.

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

The Company did not incur any fees for professional services rendered by the
Company's independent auditors that are reasonably related to the performance of
the audit or review of the Company's financial statements and not included in
"Audit Fees" during the years ended January 31, 2004 and January 31, 2003.

Tax Fees
--------

The aggregate fees billed for professional services rendered by the Company's
independent auditors for tax compliance, tax advice, and tax planning were
$2,300 and $2,500, for the years ended January 31, 2004 and January 31, 2003,
respectively. The services for which such fees were paid consisted of the
preparation and filing of appropriate federal tax returns for each year.

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

The Company did not incur any fees for other professional services rendered by
the Company's independent auditors during the years ended January 31, 2004 and
January 31, 2003.

                                       14
<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: May 13, 2004                          /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, Secretary,           May 13, 2004
----------------------------
Gene Jackson                        Treasurer and Director

/s/ Howard Dix                      Director                        May 13, 2004
----------------------------
Howard Dix

/s/ Don Scheib                      Director                        May 13, 2004
----------------------------
Don Scheib


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