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

                                FORM 10-KSB / A

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

      For the fiscal year ended January 31, 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 from continuing  operations for the fiscal year ended January
31, 2004 totaled $821,346

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                      11

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  11

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K                                12

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES                          14

SIGNATURES                                                                  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 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.  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

                                       2
<PAGE>

ownership  in  Christian  Speakers & Artists  Agency,  Inc.,  and its  inventory
previously used in the Kingdom  Inspirations gift line. The financial statements
included with this report  reflect the accounts of the Company and its remaining
subsidiaries (Christian Times, JoBasic and Mr. Roy Productions), as noted in the
notes to the financial statements.

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.

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

                                       3
<PAGE>

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.

      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 leases  property and equipment  under several  operating
leases. Terms range from 30 days to three years.

      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.  Rent expenses
for the  years  ended  January  31,  2004  and  2003 was  $90,818  and  $30,066,
respectively.

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).  Our Common Stock 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
depend 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:

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                  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                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.  Results  that are  presented  below in the
financial  statements  show both the results of ongoing  operations and those of
discontinued  operations.  Comparison schedules for FY2002 show only the results
of continuing operations. Results from discontinued operations are only shown in
their NET operating results for FY2003, as is required by GAAP standards.

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 loss
$3,188,332  from all combined  operations  (both  continuing and  discontinued).
These  results  compare to a loss of $793,480  during the year ended January 31,
2003  ("Fiscal  Year  2002").   This  increased  loss  resulted  primarily  from
acquisition   costs   related  to  modifying   our  business   model,   deferred
compensation,  consulting,  and the costs of becoming a publicly traded company.
Kingdom Ventures  recognized  one-time expense items in the amount of $3,559,752
relating primarily to stock compensation expense for Resource Capital Management
consultants in a stock restructure plan entered into during the first quarter of
Fiscal Year 2003. Were the stock compensation  expense to be eliminated from the
Company's  financial results during Fiscal Year 2003, the Company would have had
profitability  in  the  fiscal  year.  Future  earnings  will  depend  upon  the
performance of the Company's continuing operations, Christian Times in the Media
arena and JoBasic and, to a lesser extent, its Mr. Roy Productions operations in
the Product arena.

Revenues

      Revenues for Fiscal Year 2003 were  $10,089,615  if all the  operations of
continuing and discontinued operations were combined, compared to $3,194,813 for
Fiscal  Year  2002 from all  operations.  Income  from  ongoing  operations  was
$821,346  for the Fiscal  Year 2003  total,  compared to $564,840 in Fiscal Year
2002 when only comparing  continuing  operations.  Because our business strategy
has been modified,  fiscal 2004 results will depend 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.

                                       6
<PAGE>

Cost of Goods Sold

      Cost of  goods  sold  were  $374,558  in  Fiscal  Year  2003  for  ongoing
operations as compared to $278,111 in Fiscal Year 2002.  This increase is due to
a reduction in gift item sales. Our Media Group activities have a higher cost of
goods  sold as a  percentage  of sales  during  the  start up  phase.  Given the
continuing  strategic  realignment of the business  operations towards Media, we
expect Cost of Goods sold to be smaller in future financial reports.

Selling, General and Administrative

      Selling  expenses  were $34,271 in Fiscal Year 2003 as compared to $18,914
in Fiscal Year 2002.  This increase is due to higher start up costs of sales for
the Company's Media Properties than was experienced in the former Products Group
operations.  General and administrative expenses were $ 1,332,769 in Fiscal Year
2003 as  compared to  $513,078  in Fiscal  Year 2002,  an  increase  represented
largely by the start-up costs for Christian Times and JoBasic.

Liquidity and Capital Resources

      As of January  31,  2004,  our liquid  assets  were  $18,071,  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
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-16:

      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

                                       7
<PAGE>

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

      Notes to Consolidated Financial Statements

<PAGE>

              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                KINGDOM VENTURES, INC. AND SUBSIDIARIES



Independent Auditors' Report                                                 F-2
Consolidated Balance Sheet                                                   F-3
Consolidated Statements of Operations                                        F-4
Consolidated Statements of Stockholders' Equity                              F-5
Consolidated Statements of Cash Flows                                        F-6
Notes to Consolidated Financial Statements                                   F-7

All schedules  numbered in accordance with Rule 5.04 of Regulation S-X
have  been  omitted  as  the  required  information  is  shown  in the
consolidated  financial  statements,  or notes thereto, or the amounts
involved are not significant or the schedules are not applicable.

                                 F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholder
Kingdom Ventures, Inc.:

We have audited the accompanying consolidated balance sheet of Kingdom Ventures,
Inc.  and  subsidiaries  as of January 31,  2004,  and the related  consolidated
statements of operations,  stockholders'  equity, and cash flows for each of the
years  in the  two-year  period  ended  January  31,  2004.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Kingdom Ventures,
Inc.  and  subsidiaries  as of  January  31,  2004,  and the  results  of  their
operations  and their  cash flows for each of the years in the  two-year  period
ended January 31, 2004,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The accompanying  consolidated  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 consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.

                                         /s/ WRINKLE, GARDNER & COMPANY, P.C.
                                         ------------------------------------


Friendswood, Texas
May 25, 2004

                                        F-2
<PAGE>

KINGDOM VENTURES, INC.
CONSOLIDATED BALANCE SHEET
JANUARY 31, 2004


ASSETS
CURRENT ASSETS
Cash and cash equivalents                                           $    18,071
Accounts receivable, no allowance for doubtful accounts                 107,250
Notes receivable, current portion                                       246,222
                                                                    -----------
                                    Total current assets                371,543

PROPERTY AND EQUIPMENT, at cost
  (net of accumulated depreciation of $33,915)                          180,044

NOTES RECEIVABLE, less current portion                                  493,664

TRADEMARKS/TRADENAMES, unamortized                                      150,260
GOODWILL - PRODUCTS GROUP                                               729,972
OTHER ASSETS                                                              4,298
                                                                    -----------
                                                                    $ 1,929,781
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                               $   123,090
Notes payable                                                         1,475,650
                                                                    -----------
                                    Total current liabilities         1,598,740

STOCKHOLDERS' EQUITY
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,
  23,326,602 shares issued and outstanding                               46,653
Additional paid in capital                                            7,135,430
Accumulated deficit                                                  (4,861,408)
                                                                    -----------
                                                                      2,567,453
Less:  Treasury stock, at cost (6,000,000 shares)                    (2,236,412)
                                                                    -----------
                           Total stockholders' equity                   331,041
                                                                    -----------
                                                                    $ 1,929,781
                                                                    ===========

The accompanying  summary of accounting  policies and notes are an integral part
of these financial statements.

                                      F-3
<PAGE>

KINGDOM VENTURES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                          YEAR ENDED JANUARY 31
                                                          2004            2003
                                                      ------------   ------------
<S>                                                   <C>            <C>
Product and media sales                               $    821,346   $    564,840
Cost of product and media sales                           (374,558)      (278,111)
                                                      ------------   ------------
Gross profit                                               446,788        286,729

Operating expenses:
  Selling                                                   34,271         18,914
  General and administrative                             1,332,769        513,078
  Stock based compensation expense                       3,559,752              0
  Depreciation                                              30,418         12,112
Other expenses:
  Interest                                                 187,135         28,578
  Contributions                                              1,251         84,578
  Consulting                                                     0        459,950
  Public corporation expense                               158,212          7,984
                                                      ------------   ------------
                                                         5,303,808      1,125,194
                                                      ------------   ------------
Net earnings before minority interest and
  discontinued operations                               (4,857,020)      (838,465)
Minority interest                                                0        (22,323)
                                                      ------------   ------------
Earnings from continuing operations                     (4,857,020)      (860,788)

Discontinued operations - net operations of
  sold assets                                            1,767,188         67,308
Discontinued operations - loss on sale of assets           (98,500)             0
                                                      ------------   ------------
Gain from discontinued operations                        1,668,688         67,308
                                                      ------------   ------------

Net loss                                              $ (3,188,332)  $   (793,480)
                                                      ============   ============

Net loss per share - basic and diluted:
  Continuing operations                               $       (.22)  $       (.08)
  Discontinued operations                                      .08             --
  Loss on sale of discontinued operations                     (.01)            --
                                                      ------------   ------------
                                                      $       (.15)  $       (.08)
                                                      ============   ============


Weighted average number of common shares outstanding    21,632,248     10,394,986
</TABLE>


The accompanying  summary of accounting  policies and notes are an integral part
of these financial statements.

                                      F-4
<PAGE>

KINGDOM VENTURES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JANUARY 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                 SERIES A
                              PREFERRED STOCK         COMMON STOCK          TREASURY STOCK     ADDITIONAL
                           ------------------------------------------------------------------   PAID IN             ACCUMULATED
                             SHARES    AMOUNT      SHARES     AMOUNT     SHARES       AMOUNT    CAPITAL         DEFICIT      TOTAL
                           ---------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>       <C>          <C>      <C>           <C>        <C>          <C>            <C>
Balance, January 31, 2002           0        0   25,000,000   25,000   4,818,720    (102,851)   1,013,911      (879,596)     56,464
Effect of 1:2 reverse
  stock split                                   (12,500,000)          (2,409,360)                                                 0
Issuance of preferred
  shares                    1,233,888  246,778                                                                              246,778
Issuance of treasury
  shares                                                                (623,850)     26,667      431,137                   457,804
Net loss for year ended
  January 31, 2003                                                                                             (793,480)   (793,480)
                           ---------------------------------------------------------------------------------------------------------
Balance, January 31, 2003   1,233,888  246,778   12,500,000   25,000   1,785,510     (76,184)   1,445,048    (1,673,076)    (32,434)
Issuance of treasury
  shares                                                              (1,785,510)     76,184      735,811                   811,995
Purchase of treasury
  shares                                         (6,000,000) (12,000)  6,000,000  (2,236,412)  (2,188,000)               (4,436,412)
Issuance of common
  shares                                         16,826,602   33,653                            7,142,571                 7,176,224
Net loss for year ended
  January 31, 2004                                                                                           (3,188,332) (3,188,332)
                           ---------------------------------------------------------------------------------------------------------
BALANCE, JANUARY 31, 2004   1,233,888  246,778   23,326,602   46,653   6,000,000  (2,236,412)   7,135,430    (4,861,408)    331,041
                           =========================================================================================================
</TABLE>


The accompanying  summary of accounting  policies and notes are an integral part
of these financial statements.

                                       F-5
<PAGE>

KINGDOM VENTURES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        YEAR ENDED JANUARY 31
                                                         2004          2003
                                                      -----------   -----------
OPERATING ACTIVITIES
Net loss                                              $(3,188,332)  $  (793,480)
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                          30,418        12,112
    Reissuance of treasury shares for services                  0        90,471
    Stock based compensation                            3,559,752             0
    Provision for bad debts                                 5,296         5,324
    Loss on disposal of assets                             98,500             0
Changes in operating assets and liabilities:
    Accounts receivable                                   (86,698)       16,059
    Inventory                                             231,333        (6,784)
    Long term assets                                     (378,144)      (12,761)
    Accounts payable and accrued expenses                (355,410)      350,031
                                                      -----------   -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       (83,285)     (339,028)

INVESTING ACTIVITIES
Capital expenditures                                      (84,227)      (87,156)
Purchase of investments                                (1,573,037)            0
Related parties                                                 0       165,960
                                                      -----------   -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES    (1,657,264)       78,804

FINANCING ACTIVITIES
Related parties                                           (56,318)       56,318
Minority interest                                         (22,323)       22,323
Proceeds from stock sales                                 726,706       133,000
Proceeds from notes payable                             1,348,370       820,456
Principal payments on notes payable                      (301,470)     (723,754)
                                                      -----------   -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES               1,694,965       308,343
                                                      -----------   -----------
Change in cash                                            (45,584)       48,119
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR             63,655        15,536
                                                      -----------   -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR              $    18,071   $    63,655
                                                      ===========   ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                              $    15,000   $       250
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Reissuance of treasury stock for goods and
    services                                                    0        90,471
  Stock based compensation                              3,559,752             0
  Notes receivable from disposal of assets                739,886             0


The accompanying  summary of accounting  policies and notes are an integral part
of these financial statements.

                                      F-6
<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 United  States.  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 year ended January 31,
2004  include  the  accounts  of the  Company  and  its  remaining  subsidiaries
(Christian Times,  JoBasic, Mr. Roy Productions).  All significant  intercompany
transactions and account balances have been eliminated.

RECLASSIFICATIONS

Certain amounts in the prior year  consolidated  financial  statements have been
reclassified to be consistent with the current year presentation.

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.

                                       F-7
<PAGE>

KINGDOM VENTURES, INC. (FORMERLY LEGENDS OF THE FAITH, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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

GOODWILL AND INTANGIBLES

In accordance with Statement of Financial  Accounting Standards ("SFAS") No.142,
"Goodwill and Other Intangible Assets", which became effective February 1, 2002,
goodwill and other  intangible  assets with  indeterminable  lives are no longer
subject to  amortization  but are tested for  impairment  annually  or  whenever
events or changes in  circumstances  indicate  that the asset might be impaired.
Intangible assets with finite lives continue to be subject to amortization,  and
any impairment is determined in accordance  with SFAS No. 144,  "Accounting  for
the  Impairment  or  Disposal of  Long-Lived  Assets".  Amortization  expense of
$10,914 was recorded in 2004.

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 $34,271 and $18,914 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
1,785,510 and 623,850 shares of treasury stock in noncash transactions for goods
and  services  valued at $811,995 and $457,804  respectively.  In addition,  the
Company  returned  6,000,000  shares of stock to Treasury upon the reversal of a
previously completed sale. See Note 11.

                                       F-8
<PAGE>

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


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

On December 31, 2002, the FASB issued SFAS No. 148, " Accounting for Stock Based
Compensation,  Transition and  Disclosure",  which amends SFAS No. 123. SFAS No.
148 requires more prominent and more frequent  disclosures  about the effects of
stock - based compensation by presenting pro forma net income (loss) , pro forma
net income (loss) per share and other disclosures  concerning KDMV stock - based
compensation  plan. KDMV will continue to account for stock - based compensation
according to the provisions of APB Opinion No. 25.

     If KDMV had  recognized the fair value  recognition  provisions of SFAS No.
123 to stock  based  employee  compensation,  pro-forma  net  income  (loss) and
pro-forma income (loss) per share would have been as follows:

                                                     Year ended January 31, 2004
                                                     ---------------------------
Net income (loss) as reported                        $               (3,188,332)
Deduct: Total stock-based employee compensation
  expense determined under the fair value based
  method for all awards, net of related tax effects                     (95,500)

Pro forma net income (loss)                          $               (3,283,832)

Net income (loss) per share:
Basic--as reported                                                       $(0.15)
Basic--pro forma                                                         $(0.15)
Diluted--as reported                                                     $(0.15)
Diluted--pro forma                                                       $(0.15)




     The pro forma amounts were estimated using the Black-Scholes option-pricing
model with the following assumptions:


                                                                  2004
                                                                  ----

Expected term (years)                                              5.0
Volatility                                                      116.66%
Annual dividend per share                                       $ 0.00
Risk free interest rate                                           2.25%
Weighted-average fair value of options granted                  $  .50

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating  the fair value of traded  options that have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions,  including  the  expected  stock price
volatility. KDMV options have characteristics significantly different from those
of  traded  options,  and  changes  in  the  subjective  input  assumptions  can
materially affect the fair value estimate.

                                       F-9
<PAGE>

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


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 $67,755 in fiscal 2004 and $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 (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.

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.  Product  activities are primarily
carried out through JoBasic and Mr. Roy Productions.

                                      F-10
<PAGE>

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


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.


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,         316,753
payable no later than January 31, 2005

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

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

Note payable to an individual, payable in eight monthly
installments of $22,500 each beginning August 2004.                      180,000

Notes payable bearing interest at 2% per month, payable on demand.         5,750
                                                                     -----------
                                                                     $ 1,475,650

                                      F-11
<PAGE>

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


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.

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                         $    1,653,000
   Valuation allowance for deferred tax assets                  (1,653,000)
                                                            --------------
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
$4,861,000 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

                                      F-12
<PAGE>

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


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.

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;

                                      F-13
<PAGE>

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


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  $4,861,000  from  inception to January
31,2004,  much of that from stock  compensation  related expenses in the past 24
months.

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  definitive  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. ACQUISITIONS AND DISPOSALS

On November  15,  2003,  KDMV  purchased  all the  outstanding  common  stock of
JoBasic,  Inc. for $25,000 cash, a promissory note for $225,000,  500,000 shares
of KDMV 144 common stock  (valued at  $127,000),  300,000  shares of KDMV common
stock (valued at $100,000) and warrants for 200,000  shares of KDMV common stock
priced at $.50 each.  Warrants  expire  January 31, 2005.  JoBasic,  Inc. had no
revenue during the period from the  acquisition  date through  January 31, 2004.
Tangible assets acquired total  approximately  $10,000.  Goodwill of $467,000 is
reflected on the accompanying consolidated balance sheet as of January 31, 2004.

On June 24, 2003, Kingdom Ventures,  Inc., through its majority owned subsidiary
Kingdom Communications Group, Inc., signed a definitive agreement under which it
acquired all of the assets of Christian Speakers & Artists Agency,  Inc. (CSAA).
The purchase price  consisted of $90,000 cash and the transfer of 200,000 shares
of Kingdom  Ventures,  Inc. common stock and warrants to purchase 350,000 shares
of Kingdom  Ventures,  Inc. common stock for $1.00 per share.  The components of
the purchase and allocation are as follows:  Tangible  assets acquired - $66,000
and goodwill - $117,750.  On December 31, 2003, the Company entered into a Stock
Purchase  Agreement to sell all the outstanding common stock of CSAA in exchange
for a note in the  amount of  $250,000,  payable  over a three  year  period and
assumption of debt of the Company in the amount

                                      F-14
<PAGE>

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


of $245,000.  Financial data included in  discontinued  operations as of and for
the year ended  January  31,  2004 is as  follows:  Receivables,  net - $26,000;
Property,  plant & equipment,  net - $24,000;  Other  assets - $23,000;  Current
liabilities  -  $625,000;   Total  revenues  -  $1,545,453  and  Pretax  loss  -
$(134,000).

On July 31, 2003, Kingdom Ventures,  Inc., through its majority owned subsidiary
Kingdom Communications Group, Inc., signed a definitive agreement under which it
acquired  substantially  all of the assets of Blue Hill Media,  Inc. relating to
the  operation  of a card-deck  mailing  system  known as  "Ministry  Values for
Growing Churches" (MVGC). The purchase price was to consist of $450,000 in cash,
stock of Kingdom Ventures,  Inc. and assumption of liabilities,  and was subject
to  adjustment  based on the value of the Kingdom  Ventures,  Inc.  common stock
during the next 180 days. KDMV was unable to meet the terms of the agreement and
on November 1, 2003,  ownership of MVGC was returned to its former  shareholder,
Steve Ryan. Steve Ryan retained ownership of 50,000 shares of KDMV common stock.
KDMV recorded a loss from sale of discontinued  operations of $47,600 related to
this transaction.  Financial data included in discontinued  operations as of and
for the year ended January 31, 2004 is as follows:  Receivables, net - $161,000;
Property, plant & equipment, net - $15,000; Other identifiable intangible assets
- $300,000;  Liabilities - $260,000; Total revenues - $702,160 and Pretax income
- $214,300.

Effective August 1, 2003,  Kingdom  Ventures,  Inc.,  through its majority owned
subsidiary AACC Acquisition Corporation, Inc., a Nevada corporation, merged with
American  Association of Christian  Counselors,  Inc., Texas  corporation.  As a
result of the merger,  the shareholder,  Tim Clinton of American  Association of
Christian  Counselors,  Inc.  exchanged all of the outstanding shares of capital
stock for consideration consisting of a secured promissory note in the amount of
$750,000,  a Consulting  Agreement requiring  $1,250,000 in cash payments to the
shareholder and 6,000,000 shares of Kingdom Ventures,  Inc. common stock,  $.001
par value per share,  subject to adjustment  for the market price of such shares
(valued at $2.2million).  AACC Acquisition  Corporation,  Inc. was the surviving
entity and  immediately  changed its name to American  Association  of Christian
Counselors,  Inc. The  components of the purchase and allocation are as follows:
Tangible  assets  acquired - $915,000;  liabilities  assumed - $3,351,274;  debt
incurred  -  $2,000,000;  paid in  capital  and common  stock -  $2,200,000  and
goodwill - $3,285,000 6,636,274.  On December 15, 2003, the Company entered into
a Settlement Agreement and Release whereby the promissory note for $750,000, the
Consulting  Agreement for  $1,250,000  and all  6,000,000  shares of KDMV common
stock were  canceled or returned to KDMV in exchange for 100%  ownership of AACC
transferring  to Tim Clinton.  Clinton  also issued KDMV a  promissory  note for
$200,000,   payable  $25,000  prior  to  December  29,  2003,  then  15  monthly
installments  beginning  March 2004.  Financial  data  included in  discontinued
operations  as of and  for the  year  ended  January  31,  2004  is as  follows:
Receivables,  net - $5,000;  Inventory - $161,500;  Prepaid  expenses - $70,500;
Property, plant & equipment,  net - $118,000;  Current liabilities - $1,342,000;
Non-current  liabilities  - $183,000;  Total  revenues -  $3,962,000  and Pretax
income - $962,000.

On January 15, 2004, the Company  entered into an Agreement of Purchase and Sale
of Assets to sell all 67% ownership in Xtreme Notebooks,  Inc. in exchange for a
note in the amount of $250,000 and the  assumption  of a lease for office space.
Financial data included in discontinued  operations as of and for the year ended
January 31,  2004 is as follows:  Current  assets - $77,000;  Property,  plant &
equipment,  net - $9,000;  Current  liabilities  -  $270,000;  Total  revenues -
$3,058,700 and Pretax income - $44,300.

On January 31, 2004, the Company  entered into an Agreement of Purchase and Sale
of Assets to sell all 100% ownership in Sierra Candles in exchange for a note in
the amount of $100,000 and the  assumption of a lease for warehouse  space.  The
sale  resulted  in  a  gain  of  $27,400,  which  is  included  in  discontinued
operations.

12. IMPAIRMENT CHARGE FOR GOODWILL AND OTHER INTANGIBLE ASSETS

In fiscal year ended January 31, 2004, as part of its annual impairment testing,
the Company  performed an assessment of the fair value of its reporting units as
defined by SFAS No. 142 and  compared  it to the  carrying  value.  The  testing
indicated no impairment to indefinite lived intangible assets or goodwill.

                                      F-15
<PAGE>


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


13. SEGMENT INFORMATION

KDMV had the following two segments during the year ended January 31, 2004:

Revenues:
Christian Times Today       $    61,390
Products Group                  759,956
Total revenues              $   821,346

Net earnings before minority interest and discontinued operations:

Christian Times Today       $   (63,789)
Products Group               (4,793,231)
Total                       $(4,857,020)


Depreciation:
Christian Times Today       $         0
Products Group                   30,418
Total depreciation          $    30,418

Capital expenditures:
Christian Times Today       $         0
Products Group                   84,227
Total capital expenditures  $    84,227

Assets:
Christian Times Today       $    49,673
Products Group                1,880,108
Total assets                $ 1,929,781

                                      F-16
<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 / principal  financial  officer,  of the Company's  disclosure
controls and  procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
Exchange Act). Based upon this evaluation, Kingdom Ventures' principal executive
officer / 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:

Name                   Age            Position             Director Since
----                   ---            --------             --------------

Gene Jackson           41      Director, President,             1999
                             Secretary and Treasurer
Howard Dix             71             Director                  2001
Don Scheib             69             Director                  2002

      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.

                                       8
<PAGE>

      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

      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:

                                       9
<PAGE>







                                 Number           Transactions  Known failures
    Name and Relationship        of late reports  not timely    to file a
                                                  reported      required form
    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% shareholder                     5               5              1
    GBJ, Inc., 10% shareholder          1               1              0

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.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                    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-    $250,000   -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.

                                       10
<PAGE>

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.




<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.

                                       11
<PAGE>

      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


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. (11)

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. (11)

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<PAGE>

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. (11)

10.5              Code of Ethics and Business Conduct of Officers, Directors and
                  Employees. (12)

21.1              List of Subsidiaries. (12)

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

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.

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<PAGE>

      (11)  Incorporated  by reference to the  Company's  Form 10-KSB filed with
            the Securities and Exchange Commission on May 1, 2003.

      (12)  Incorporated  by reference to the  Company's  Form 10-KSB filed with
            the Securities and Exchange Commission on May 18, 2004.

      (b) Reports on Form 8-K

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

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

      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.

                                       14
<PAGE>

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.

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<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 26, 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 26, 2004
----------------------
Gene Jackson                  Treasurer and Director

/s/ Howard Dix                Director                            May 26, 2004
----------------------
Howard Dix

/s/ Don Scheib                Director                            May 26, 2004
----------------------
Don Scheib

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