Kingdom Vision Network Inc – ‘SB-2/A’ on 4/27/01

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Kingdom Vision SB-2                                   37    192K 
 2: EX-5        Attorney Consent                                       1      6K 
 3: EX-10.2     Img Consulting Agreement                               2±    11K 
 4: EX-23       Accountant Consent                                     1      7K 

SB-2/A   —   Kingdom Vision SB-2
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION                            
 ON APRIL 17, 2000

REGISTRATION NO. 333-39942  

SECURITIES AND EXCHANGE COMMISSION                        
WASHINGTON, D.C. 20549                        

AMENDMENT 4 TO                        

FORM SB-2                     

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 

KINGDOM VISION                      
(Exact name of registrant as specified in its charter)                          

Colorado              4833                    62-1813306                    
(State of    (Primary standard industrial    (I.R.S. employer                 
Incorporation) classification code number) identification number)               

377 Carowinds Blvd., Suite 101,                           
Fort Mill, SC 29715                                 
(803) 547-8950                                
(Address and telephone number of Registrant's                         
principal executive offices)                          

Dale Allison                                      
420 Blue Ridge Highway, Suite 201                           
Blairsville, GA 30512                                   
(706) 745-1359                                      
(Name, address, and telephone number of Agent for Service of Process)           

Copies to:                                
Steven Allison                                  
86 Town Square                                  
P.O. Box 2012                                 
Blairsville, Georgia 30512                              
(706) 745-2210                                

Approximate Date of Commencement of Proposed Sale to the                        
Public: Effective date of this Registration Statement                           

If any of the securities being registered on this Form are to                   
be offered on a delayed or continuous basis pursuant to Rule                    
415 under the Securities Act of 1993, check the following box                   
[  ]                                                                            

CALCULATION OF REGISTRATION FEE       

                                                                [Download Table]

Title of Each Class                                                  Amount of 
Securities to be            Shares to be   Valuation   Aggregate   Registration
Registered                  Registered     Per Share    Valuation       Fee    
                                                                               
Series KV Preferred Shares    7,000,000     $3.00      $21,000,000     $5,828  


__________________                                                              
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON                     
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE                   
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH                  
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL                      
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF                  
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION                           
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE                            
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY                           
DETERMINE.                                                                      

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KINGDOM VISION NETWORK, INC.                

7,000,000 SERIES KV VOTING PREFERRED SHARES             

$3.00 per Series KV Voting Preferred Share            

Series KV voting preferred shares have one vote per Series KV voting            
preferred share.  The Series KV voting preferred shares do not have             
dividend preferences or liquidation preferences.   Each Series KV               
voting preferred share is convertible into one Series B common share            
fourteen months after the effective date of the registration                    
statement.                                                                      

There is no minimum offering amount.                    

No escrow account has been established.                   

We are a Christian based for-profit corporation and are                         
developing a Christian entertainment television network.  The                   
mission of Kingdom Vision is to develop and provide television                  
programming addressing a broad base of relevant and                             
contemporary subject matter ranging from politics to business,                  
health to education, marriage to music, ministry, race                          
relations to entertainment, and sports to cooking.                              

We have had no revenues.  We have never had more than minimal                   
operations or assets.                                                           

You will not get your money back, even if we raise                              
insufficient capital to accomplish our business plan.                           

_________________________                                                       

This is our initial public offering and no public market                        
current exists for our securities.                                              

An investment in our securities involves high risk.  Consider                   
carefully the risk factors beginning on page 8 in the                           
prospectus.                                                                     

Per Series KV           
Voting Preferred Share     Total  

Public Price                  $3.00           $21,000,000                       
Commissions                  .30             2,100,000                    
Proceeds to Kingdom Vision    $2.85           $18,900,000                       

_________________________                                                       

Neither the Securities and Exchange Commission, nor any state                   
securities commission has approved or disapproved of these                      
securities or passed upon the accuracy or adequacy of this                      
Prospectus.  Any representation to the contrary is a criminal                   
offense.                                                                        

_________________________                                                       

Date:  December 29, 2000                                                        

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TABLE OF CONTENTS                                                               

Summary of the Offering                                            5            
Risk Factors                                                       6            
Kingdom Vision                                                     7            
Use of Proceeds                                                   12            
Dilution                                                          12            
Management's Discussion and Analysis of Financial Condition                     
and Results of Operations                                      13         
Plan of Distribution                                              13            
Management                                                        13            
Certain Transactions                                              17            
Principal Shareholders                                            18            
Description of Company Securities                                 19            
Legal Matters                                                     20            
Reports                                                           20            
Financial Statements                                              20            

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SUMMARY OF THE OFFERING                                                         

Corporate History   Kingdom Vision, Inc. was incorporated in March              
2000 under the laws of the State of Colorado.                                   

Kingdom Vision's principal executive and administrative offices are at          
The Carowinds Boulevard Business Center at 337 Carowinds Boulevard,             
Fort Mills, South Carolina.   The lease is for three years, at $7,048           
per month, with annual cost of living adjustments.                              

We have a branch office located at 2033 East Warner Road, Suite 112,            
Tempe, Arizona 85284.   These offices are approximately 1,500 square            
feet with a rental of $2,700 per month for a three-year period.                 

Outstanding                                                                     
Securities    There are presently outstanding 2,000,000 Series A          
common shares and 8,919,875 Series B common shares.  The Series A               
common shares have ten votes per share and the Series B common shares           
have one vote per share.  The Series B common shares have priority in           
dividend payments, and upon sale, merger, or liquidation.   A small             
number of Series A stockholders may continue to control Kingdom                 
Vision.                                                                         

Operations   We are developing a Christian entertainment television             
network.     The mission of Kingdom Vision is to develop and provide            
television programming addressing a broad base of relevant and                  
contemporary subject matter ranging from politics to business, health           
to education, marriage to music, ministry, race relations to                    
entertainment, and sports to cooking.                                           

We have never had any significant operations nor have we generated any          
revenue.    We have minimal assets.                                             

The Offering   Up to 7,000,000 Series KV voting preferred shares are            
being offered.  Each Series KV voting preferred share is convertible            
into one Series B common share commencing December 31, 2001.                    

The offering period will commence on the date of this prospectus and            
will terminate on June 30, 2001.                                                

Arbitrary Offering Price  The aggregate offering price and number of            
the Series KV voting preferred shares to be offered were arbitrarily            
determined by Kingdom Vision.                                                   

Plan of Distribution   The Series KV preferred are being offered on a           
self underwritten basis by officers and directors of Kingdom Vision.            
The Series KV preferred may be offered to selected broker/dealers.              
Selected broker/dealers, if any, will receive the standard industry             
commission not to exceed 10% of the offering price.                             

No Escrow Account   There is no minimum offering amount.  Kingdom               
Vision has not established an escrow account.                                   

There is no public market for the Series KV preferred.                          

Use of Proceeds   The proceeds from this offering will be used for              
completion of family network building, lease of production office,              
production of network, cable agreement, staff and salaries, legal and           
accounting, PromiseVision/SD Eye and general corporate purpose.                 

Kingdom Vision will use the net proceeds of the offering over the next          
twelve months.   The minimum amount of proceeds necessary to meet our           
estimated capital expenditures for the next 12 months is $3,000,000.            
In the long term, we will require $21,000,000.   If this offering is            
not successful, we will have to pursue additional capital and debt              
financing.                                                                      

No Commitment of the Series KV preferred   No commitment by anyone              
exists to purchase any of the Series KV preferred we are offering.              

RISK FACTORS                  

1.   We have a limited operating history and have no certainty of               
future operating results.  We may never achieve profitable results and          
you may lose your entire investment.                                            

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Since our incorporation in March 2000, our activities have been                 
principally devoted to positioning ourselves to achieve our business            
objectives.  We have had no operating revenue to date and expect to             
incur losses and administrative expenses until we begin the sales of            
our products or we receive revenues from any of our proposed                    
operations.    To date, we have a net loss of approximately $1,690,168          
for the period from inception to December 31, 2000.                             

2.   We currently have insufficient funds to complete our business              
plan.   You may lose your entire investment if we cannot raise the              
necessary funds and our operations cease.                                       

We do not have sufficient working capital to complete our network.  We          
need to successfully complete this offering to complete our business            
plan.   If we cannot raise the necessary funds, our operations will             
cease and you may lose your entire investment.                                  

3.   There is no minimum offering amount.  We will have immediate               
access to any funds raised and you may lose your entire investment.             

Any funds received from this offering will be directly deposited into           
the operating account of Kingdom Vision.  We do not have a minimum              
offering amount.   If we do not raise sufficient funds to successfully          
complete our business plan, you may lose your entire investment.                

4.   We have not established an escrow account.   We will not return            
any funds if we do not raise sufficient funds to successfully complete          
our business plan.                                                              

There is no minimum offering amount so we did not establish an escrow           
account.   No funds will be returned to investors.   If we do not               
raise sufficient amounts to move our business plan forward, you may             
lose your entire investment.                                                    

5.   Due to the ten votes per share of the outstanding Series A voting          
preferred shares, insiders will control Kingdom Vision                          

As of December 31, 2000, there were 2,000,000 Series A common shares            
and 11,816,380 Series B common shares outstanding.  The Series A                
common shares have ten votes per share and the Series B common shares           
have one vote per share.  Holders of the Series A common shares will            
control Kingdom Vision.   These insiders may have conflicts of                  
interest between the management of Kingdom Vision and the interests of          
the insiders as shareholders.                                                   

6.   We are dependent on third party vendors and may not be able to             
obtain the necessary services in a cost effective manner.                       

We must contract with third party vendors for our satellite dish                
and/or cable uplink and networks to carry our signal.   We cannot               
assure you that we will be able to develop the necessary strategic              
alliances on a cost competitive basis.                                          

7.   If our securities have no active trading market, you may not be            
able to sell your Series KV preferred easily.                                   

We do not have a public market for our securities, nor can we assure            
you that a public market will ever develop.  Consequently, you may not          
be able to liquidate your investment in the event of an emergency or            
for any other reason.                                                           

8.   We may never meet the requirements to be quoted on NASDAQ.  You            
may not be able to sell your Series KV preferred easily.                        

If the trading price of our common stock is less than $5.00 per share,          
trading in the common stock would also be subject to the requirements           
of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers           
who recommend low-priced securities to persons other than established           
customers and accredited investors must satisfy special sales practice          
requirements. The broker/dealer must make an individualized written             
suitability determination for the purchaser and receive the                     
purchaser's written consent prior to the transaction.                           

SEC regulations also require additional disclosure in connection with           
any trades involving a "penny stock", including the delivery, prior to          
any penny stock transaction, of a disclosure schedule explaining the            
penny stock market and its associated risks. Such requirements                  
severely limit the liquidity of the common stock in the secondary               
market because few broker or dealers are likely to undertake such               

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compliance activities. Generally, the term penny stock refers to a              
stock with a market price of less than $5.00 per share.   A market in           
our stock may never develop due to these restrictions.                          

Forward-Looking Statements            

The statements contained in this prospectus that are not historical             
fact are forward-looking statements, as the term is defined in the              
Reform Act, which can be identified by the use of forward-looking               
terminology such as "believes," "expects," "may," "will," "should," or          
"anticipates" or the negative thereof or other variations thereon or            
comparable terminology, or by discussions of strategy that involve              
risks and uncertainties.  The safe harbor provisions provided in                
Section 27A of the Securities Act and Section 21E of the Exchange Act           
do not apply to forward-looking statements made in connection with              
this initial public offering.  We have made the forward-looking                 
statements with Management's best estimates prepared in good faith.             

Because of the number and range of the assumptions underlying our               
projections and forward-looking statements, many of which are subject           
to significant uncertainties and contingencies that are beyond our              
reasonable control, some of the assumptions inevitably will not                 
materialize and unanticipated events and circumstances may occur                
subsequent to the date of this prospectus.                                      

These forward-looking statements are based on current expectations,             
and we will not update this information other than required by law.             
Therefore, the actual experience of Kingdom Vision, and results                 
achieved during the period covered by any particular projections and            
other forward-looking statements, should not be regarded as a                   
representation by Kingdom Vision, or any other person, that we will             
realize these estimates and projections, and actual results may vary            
materially.  We cannot assure you that any of these expectations will           
be realized or that any of the forward-looking statements contained             
herein will prove to be accurate.                                               

Kingdom Vision      

General Corporate History                                                       

Kingdom Vision, Inc. was incorporated in March 2000 under the laws of           
the State of Colorado.                                                          

Kingdom Vision's executive offices are located in Fort Mills, South             
Carolina.  We have leased an existing television production facility            
in The Carowinds Boulevard Business Center at 337 Carowinds Boulevard,          
Fort Mills, South Carolina.   The lease is for three years, at $7,048           
per month, with annual cost of living adjustments.                              

Kingdom Vision's has a branch office at 2033 East Warner Road, Suite            
112, Tempe, Arizona 85284.   These offices are approximately 1,500              
square feet with a rental of $2,700 per month for a three-year period.          

Synopsis and Summary of Television Production                                   

Television shows are produced by program producers, recorded by                 
production companies around the country and syndicated or sold to               
television networks.  Television programs are generally recorded on             
Beta SP or DVC Pro formats.  These programs are then downloaded into            
computer servers and scheduled for airing on specific dates and times.          
The computer commingles the programs with advertising and promotional           
spots.                                                                          

From the computer server, the programs are then transmitted through an          
uplink facility.  An uplink is a series of equipment that is designed           
to convert electronic signals to a radio frequency that is beamed to a          
particular satellite transponder.  A transponder is an assigned                 
frequency given to an uplink facility for the use of broadcasting               
data.                                                                           

The transponder selected for Kingdom Vision Network has a footprint             
that covers the United States and small portions of Southern Canada             
and Northern Mexico.  The network contracts with local cable systems            
and local independent television stations to receive their signal               
through a downlink system that has been installed at their location.            
The television stations and cable networks, in turn, electronically             

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rebroadcast the television signal to homes, either by cable or                  
terrestrial signal, a signal that can be receive by an antenna.                 
Through the means of a viewer's personal television set, the signal is          
interpreted by their receiver into a visual image.                              

Revenues are generated through the sale of program airtime and                  
commercial advertising airtime.  Kingdom Vision Network will also be            
able to generate income by uplinking other networks' signals because            
of the type of transponder it has and the way the signal is uplinked.           
These revenue streams are based on the number of homes delivered to by          
each cable and television system.  The more homes delivered, the                
higher the rate charged for program airtime and commercial spots.  The          
major expense for television networks is in the production of made-             
for-television programs and purchasing of channel space on local cable          
systems.                                                                        

Kingdom Vision currently has the following programs in production:              

Kingdom Conversations - discussions with renown speakers/ teachers        
led by Dr. Mark Hanby and Rev. Randall Worley - an hour program                 

The Finished Work - Bible teaching featuring Rev. Randall Worley -        
a half hour program                                                             

Laying the Foundation - Bible teaching by Dr. Mark Hanby on church,       
doctrine, government and leadership - a half hour program                       

Questions and Answers - Bishop Earl Paulk and prominent pastors           
deal with the issues of the day - an hour program                               

Kingdom Vision is planning on commencing production of the following            
within the next 30-90 days                                                      

Global View - inside look into the events, challenges and                 
lifestyles that impact people's daily lives around the work filed by            
local reporters in 50 countries - a half hour daily program                     

Global View This Week - highlights of the week's global reports - a       
half hour program                                                               

Bill Horne Sports - in depth sports coverage from this form CBS           
sports commentator - a half hour daily program                                  

Sports Week - a look at major sports events and news of the week -        
a half hour program                                                             

Sports Conversation - a glimpse into the lives of sports                  
personalities through interviews - a half hour program                          

Straight Gate Presents - visits with Bishop Andrew Merritt with           
interviews, events and music - a half hour daily program                        

Religiously Incorrect - a panel of diverse opinions on                    
controversial topics through the diversity of religious belief - an             
hour daily program                                                              

World Conference - live programs from Bible and teaching                  
conferences in the world                                                        

Christian concerts - Marc Harris hosts Christian music concerts           
from around the country - three hours on Saturday                               

Cathedral of the Holy Spirit - live early church service from             
Atlanta - Sunday                                                                

Church of the Harvest International - live church service from Los        
Angeles                                                                         

Higher Dimensions - Sunday evening service from Tulsa                     

Kingdom Vision is currently negotiating the purchase through                    
syndication of past family type television shows.                               

Production Facilities and Transponders                                          

Our current plans for television for the Kingdom Vision Network are as          
follows:                                                                        

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Production Facilities                                                           

We have leased a production facility and have set up master control in          
Fort Mills, South Carolina.  This facility had been used by a post              
production company that recently moved.  We have commenced television           
production in this facility and utilize a portable uplink truck that            
not only will have the capability to uplink our signal, but we will be          
able to uplink other networks as well.                                          

We intend to create several production facilities complete with all             
required equipment, both fixed and mobile.                                      

Dale Hill, our Executive Vice President/Television Production has               
already arranged for the purchase and lease of existing equipment               
including those of Dale Hill's existing production facilities at his            
company, the Broadcast Group in Chesapeake, Virginia (with its remote           
facilities).                                                                    

In addition, we are currently producing television shows from Beyth             
Shan Foundational Ministries television studio.                                 

As a result, Kingdom Vision already has the capabilities today to do            
events in several cities with the existing equipment, without the               
expenditure of a large amount of money for owned equipment.                     

Due to the high cost of purchasing remote trucks (ranging from                  
$750,000 to $1,800,000 per truck) we will lease up to four remote               
trucks on an as needed basis until it becomes economically feasible to          
purchase them and any additional trucks required.                               

Each truck is completely equipped with anywhere from five to eight              
cameras, four or more video recorders, all of the necessary audio               
equipment, all of the switching equipment.                                      

This same equipment is used to do sporting events, conferences, and             
other such events for other networks.  We are using the same                    
facilities that other networks would use for program productions.               

Our goal is to have several production facilities throughout the                
country that will provide programming for the Kingdom Vision Network            
in production studios operating from the ministries of our members of           
the board of directors and the National Executive Council.                      

Transponders.  It is our objective to have a fully protective                   
transponder operating 24-hours a day.  It would be cost effective to            
start production with a protected transponder so that we would never            
lose signal if there were some type of "wash-out" from a satellite.             

Transportable Uplink                                                            

We will acquire a transportable uplink for several reasons:                     

-   The first is that we can drive it on its own truck making it          
simpler for transportables;                                                     

-   It would give us the capability of not only uplinking our two         
networks, but it has the capability of uplinking the three networks as          
well.                                                                           

What we plan to do is take an analog transponder and breaking it up             
into four parts.                                                                

-  First, it would be for the transmission of KVN signal.                 
-  Second, it would be used for a Family Type Network.                    
-  Third, it would be used for return signals that would give us          
the ability to do live events from the Beyth Shan Foundational                  
Ministries Conference and some of the other conferences throughout the          
nation.                                                                         
-  Fourth, it would be available for leasing out to another full-         
time network.                                                                   

This strategy would use all four parts of the analog transponder to             
give us four digital signals.                                                   

What the transponder does is take the signal transmitted from an                
uplink facility and send it back to earth.  A transponder is a                  
satellite that is approximately 25,400 miles in the sky.  It creates            
what is called a "footprint."  In satellite terms, a footprint is the           
earth's geographic coverage of that satellite.  The transponder that            

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Kingdom Vision is considering has a footprint that gives us full                
coverage of all of the United States, a small part of Canada and                
Mexico.  Also it is possible we will also have coverage that will               
cover Hawaii and Alaska, which is the capabilities of some but not all          
transponders.                                                                   

We will be able to put in a digital receiver at a cable system or a             
television station, a church or an individual home, any place of our            
choosing.  They will be able to receive our signal and watch all of             
our programming.  We anticipate that the digital receivers will cost            
approximately $1,800 per unit.  If we go sign up a cable system, one            
of our responsibilities will be to put their receiver unit in that              
cable system so they will be able to receive our digital signal.                

Summary of the Kingdom Television Production Plan                               

The Television Cable System:  A cable system is a receiver unit that            
receives many broadcast signals from the local television stations to           
all of the cable networks around the country.  They rebroadcast that            
signal down to a coax cable and it is received into homes or                    
businesses in local cities.  Most cities in the United States today             
have a cable system.                                                            

Very often a large company like Cox Communications, for example, owns           
cable companies all over the United States.  They are considered                
what's called an MSO.  An MSO is a "Multiple Systems Operator."  If we          
do a deal with Cox nationally, for example, that would give us all of           
the cable homes that Cox has all over the United States.    A network           
attempts to sign-up with an MSO because that brings it so many more             
homes than trying to go to each small system individually.  Obviously,          
our goal is to go after the MSOs.                                               

We have spoken with Dish Network and they have agreed to evaluate         
our network for placement on their network as soon as they can monitor          
our programming from the satellite.   As soon as we are on the air,             
they will begin viewing us for evaluation purposes.  Additionally,              
Time Warner and Cox cable has verbally agreed to allow an evaluation            
period as soon as we are on the air to see if they will allow us on             
their cable programming.                                                        

We are looking at many ways to develop markets which compete with               
other networks that are present on satellite or cable providers and             
markets which involve both satellite and cable providers.   These               
developments are dependent upon three key ingredients to make a                 
network successful:                                                             

-   Programming and with the Kingdom Vision master control we will        
have the ability to operate other new networks at the same time.                
Master control operators would be the same for all of our networks,             
all from the same facility.  This would mean more equipment for master          
control, but we would be able to share costs of the uplink facility             
and personnel and the rent on the complex.                                      

-   The second key ingredient will be live programming.  Management       
is already negotiating with some of the major Christian conference              
coordinators about giving us the rights to carry their convention or            
conference live on the network.  There are many of these conferences            
that we can transmit or carry on the network, which would give us               
great marketing opportunities.                                                  

-   The third key ingredient is the exclusive programming that will       
be created by Kingdom Vision.                                                   

Management's discussion with ministries throughout the United States            
particularly through our board of directors and National Executive              
Council members is that there is a large request for those conferences          
from people around the nation.  Our Christian conference programming            
would help us create a market demand so that the cable systems would            
be interested in our networks for that reason.                                  

Summary of Kingdom Vision's Equipment Ownership/Lease Business                  
Philosophy                                                                      

Our technical management have been looking at the best financial terms          
for our transponder requirements, working with uplink facilities,               
we've spent weeks on research for master control equipment because              
technology is changing and television is going digital, forcing                 
television producers to change what they are doing in master control.           

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We are taking an analog transponder and breaking it up into four                
digital transponders because it is cheaper for us to rent the analog            
transponder than to rent a digital.                                             

Further, the Federal Communications Commission has mandated that all            
television signals convert from analog to digital and, depending on             
whether you are a broadcaster or cable company determines when that             
has to happen.  Our philosophy is based on the idea that most networks          
are running the same program and there are very few networks out there          
doing original programming.                                                     

PROGRAMMING                                                                     

Satellite and Cable Technology                                                  

We will develop a complete television system that will run 24 hours a           
day, 7 days a week via satellite.                                               

Original Programming                                                            

We will go immediately into the production of original programming for          
the network.  We believe three things that will make this network               
unique and different from the other Christian networks are as follows:          

-   First, exclusive programming, which means this is the only            
network carrying the programming;                                               

-   Second, new programming; and                                          

-   Third, a significant amount of live programming from Christian        
conferences, family-values seminars, and topical lecturers and                  
speeches.                                                                       

The new programming will be teaching programs by Dr. Hanby, Randall             
Worley, and other ministers of national prominence.                             

We will also have new music programs, sitcoms, some mini-series, and            
many concerts and talk shows that will be produced exclusively for              
this network.  The only way a viewer will be able to get this                   
particular programming at home will be to have this network.  This              
will be a key marketing strategy for us.                                        

We have already commenced producing some of this programming; we are            
currently producing programming at out primary facility in the                  
Charlotte, North Carolina area and at the Beyth Shan Foundational               
Ministries television studio in Crossville, Tennessee.  Our goal is to          
have several production facilities throughout the country that will             
provide programming for the Kingdom Vision Network in production                
studios operating from the ministries of our members of the board of            
directors and the National Executive Council.                                   

Proposed Shows                                                                  

We are considering up to a two-hour a day show with Dr. Mark Hanby              
that is proposed to include:                                                    

-   One hour of teaching                                                  
-   One hour "Live"                                                       

Additionally, we plan to develop other daily shows that we anticipate           
will include major ministers in the United States.                              

We intend to buy existing family shows to supplement our own original           
productions.  Also, we plan to rerun Dr. Hanby's shows from 11:00 a.m.          
to 1:00 p.m. (subject to market demand by other sponsors).  We will             
sell commercial time during the family shows, as well as time from              
ministries that promote concerts nationwide, rather than seeking                
donations or operating telethons.                                               

Our programming will include:                                                   

Kingdom Teaching and Preaching          25%                                     
Music Programming & Music                                                       
Entertainment specials               15%                                  
Sitcoms, Mini-Series & Movies           10%                                     
News                                    10%                                     
Sports & Outdoors                              10%                              

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Business & Technology                   10%                                     
Health & Family                         10%                                     
Children's Programming                  10%                                     

MARKETING                                                                       

Promise Vision Technology, Inc.                                                 

Kingdom Vision will be an agent for Promise Vision and will promote             
the SDEye.com internet access and will receive a fee for any customer           
that signs up for internet access.    In addition, Promise Vision will          
advertise the Kingdom Vision Network programs on its web site.                  
Kingdom Vision has developed our own web site for additional                    
advertising.                                                                    

REVENUE SOURCES                                                                 

Our directors, Arlen Best and Reggie White, who are also the executive          
officers of Promise Vision Technology, Inc. and the SDEye Internet ISP          
system, have agreed to sponsor us by buying time and paying for some            
of the production.                                                              

No donations will be solicited on the air.  We will sell products and           
time slots to commercial sponsors.                                              

Promise Vision has agreed to pay $15,000 a month for commercial time            
during Dr. Hanby's show.                                                        

Promise Vision will pay Kingdom Vision $15,000 a month to have ads for          
their long distance and Internet service, plus a 10% royalty on all             
clients using Promise Vision long distance, and $2.00 per month on              
each client using the Internet service.                                         

As we obtain the necessary capital through the sale of debt and                 
equity, we intend to establish satellite network program sales.  On             
all 1/2-hour shows we can keep several minutes for commercial time.             
We will have 48 spots a day in which we can sell 30 second ad space to          
commercial viewers.                                                             

Based on in-house research, we anticipate we will receive a 10%                 
royalty on all products sold to viewers.                                        

Kingdom Vision will utilize other print and television media to                 
advertise its network.                                                          

Strategic Alliances                                                             

ISP-Live.com.   On May 22, 2000, we entered into an agreement with              
ISP-Live.com to provide portal use and services together with Virtual           
Internet Service provider services, web design and e-commerce services          
to Kingdom Vision for their internet programming.  Kingdom Vision was           
to pay the standard rate for these services out of the percentage of            
gross profits received from ISP-Live.   This programming would have             
allowed those who have access to the internet to receive Kingdom                
Vision's programming without having to be on a cable system or                  
involved with satellite services.                                               

Kingdom Vision was to provide funding determined and business                   
assistance as needed by ISP from each stock offering of Kingdom                 
Vision.                                                                         

ISP-Live.com as to have paid Kingdom Vision a percentage of gross               
profits on a monthly basis from the products and services provided by           
ISP-Live.                                                                       

On March 26, 2001, Kingdom Vision entered into an agreement for                 
termination of the contract for option to purchase an interest in ISP           
LIVE, Inc.  Pursuant to the agreement, ISP has agreed to repay to KVN           
the $115,000.00 loan at 11% interest over 18 months at a payment of             
$7,443.05 per month with the personal guarantee of Mark Fincannon.              
ISP has further agreed to move certain equipment from its present               
location in Cumming, Georgia to 337 Carowinds Boulevard, Suite 101,             
Ft. Mill, South Carolina and the internet portal and websites created           
for or on behalf of KVN and its associated companies together with all          
associated software and computer hardware and all copyrighted                   
proprietary intellectual property rights and interest associated                
therewith being assigned to Vision ISP, Inc.   ISP will install the             

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said equipment together with any additional equipment located at the            
site and secure the operational integrity of the installed system and           
equipment.                                                                      

ISP and Mark Fincannon, individually, have agreed to maintain the         
internet portal service and television streaming then installed at Ft.          
Mill in optimum condition for a period of one year after installation.          

ISP contemporaneously with the agreement assigned the following           
domain names to the companies listed next thereto:                              

kvn.cc                            Kingdom Vision Network, Inc.            
thevisionchannel.com              The Vision Network, Inc.                
thevisionchannel.net              The Vision Network, Inc.                
kvnstore.com                      Kingdom Vision Network, Inc.            
visionisp.com                     Vision ISP, Inc.                        
visionisp.net                     Vision ISP, Inc.                        
the kingdomchannel.com            Kingdom Vision Network, Inc.            
the kingdomchannel.net            Kingdom Vision Network, Inc.            
the kingdomchannel.org            Kingdom Vision Network, Inc.            
kingdomchannel.com                Kingdom Vision Network, Inc.            
kingdomchannel.net                Kingdom Vision Network, Inc.            
tkingdomchannel.org               Kingdom Vision Network, Inc.            

As consideration for the completion of the obligations of ISP, KVN              
will immediately release ISP from its obligation under the March 23,            
2000 contract to pay 10% of its gross revenues to KVN upon complete             
installation and operation of the internet portal service and                   
television streaming service in Ft. Mill, South Carolina and the                
assignment of domain names to the companies above listed.   KVN will,           
no later than twevlve (12) months from the date of the agreement                
forgive ISP of its obligation to repay $115,000.00 at 11% over                  
eighteen (18) months and forgive Mark Fincannon from his guarantee of           
repayment.                                                                      

For the period from March 3, 2000 to December 2000, Kingdom Vision              
received $3,070 in income from ISP-LIVE.                                        

In addition to our investment, we have a note receivable from ISP-              
Live.com in the amount of $104,000 as of December 31, 2000.   This              
note bears interest at 11% per annum, is payable in monthly                     
installments of $7,443 over a term of 18 months, and is personally              
guaranteed by the president of ISP-Live.com.                                    

Chameleon Communications Group, Inc.   Kingdom Vision entered into an           
agreement with Chameleon Communications Group, Inc. on May 23, 2000 to          
provide C-bank transponder or space segment capacity service on the             
Telstar 7 Satellite to be used for satellite transmission service.              
The term of the agreement is from August 1, 2000 through July 31,               
2005.   Kingdom Vision paid a security deposit of $160,000 in May               
2000.   The first six months monthly rate shall be $105,000 per                 
transponder and $160,000 per transponder each month thereafter.   The           
first month's service payment of $105,000 will be deducted from the             
initial security deposit.   Additionally, Kingdom Vision will pay               
$15,000 per month for equipment.   The remaining deposit of $375,000            
will be applied to the last three payments on the contract unless a             
new contract has been negotiated.   We will use a portion of the gross          
profit received from ISP-Live.com, proceeds of debt financing or from           
this offering to complete the transaction.   For the year ended                 
December 31, 2000, we paid $215,000 of the required deposit of                  
$375,000.                                                                       

Competition.                                                                    

There is significant competition in the network television and cable            
industry.   Kingdom Vision will compete with established companies and          
other entities such as NBC, ABC, CBS, FOX Broadcasting, Discovery,              
ESPN/ESPN2, HBO, PBC, USA Network, etc.  Almost all of the companies            
with which we compete are substantially larger, have more substantial           
histories, backgrounds, experience and records of successful                    
operations, greater financial, technical, marketing and other                   
resources, more employees and more extensive facilities than the                
Company now has, or will have in the foreseeable future.   It is also           
likely that other competitors will emerge in the near future.   There           
is no assurance that we will compete successfully with other                    
established companies.   Kingdom shall compete on the basis of price            

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of advertising, consumer taste and quality of programming.  Inability           
to compete successfully might result in increased costs, reduced                
yields and additional risks to the investors herein.                            

We may not be able to compete on the basis of attracting our targeted           
customers due to our Christian philosophy.   Due to this philosophy,            
we may not be able to complete solely on price, if at all.                      

USE OF PROCEEDS               

Assuming the $2,100,000, $3,150,000, 10,000,000 or $21,000,000 of the           
Series KV preferred stock is sold, the net proceeds of the offering             
will be used as set forth in the following tables.   There is no                
minimum offering amount and we may raise insufficient capital for our           
intended future operations.  The minimum amount of proceeds necessary           
to meet our estimated capital expenditures for the next 12 months is            
$3,000,000.                                                                     

                                                        [Enlarge/Download Table]

                            Assuming                        Assuming                 
                          $2,100,000 raised       %      $3,150,000 raised        %  
                                                                                     
Gross proceeds              $2,100,000          100.00%       $3,150,000      100.00%
Commissions                    210,000           10.00%          315,000       10.00%
Offering expenses               84,328            4.02%           84,328        2.68%
                            ----------       ----------      -----------    -------- 
Net proceeds                $1,805,672           85.98%       $2,750,672       87.32%

Lease of production office     126,762            6.04%          454,000       14.41%
Production of network          250,000           11.90%          400,000       12.70%
Cable agreement                600,000           28.57%          654,172       20.77%
Staff and salaries             528,910           25.18%          842,500       26.74%
Legal and accounting           300,000           14.29%          400,000       12.70%

      Total Expended        $1,805,672           85.98%       $2,750,672       87.32%

                                                        [Enlarge/Download Table]

                            Assuming                          Assuming                 
                         $21,000,000 raised       %       $10,000,000 raised        %  
                                                                                       
Gross proceeds             $21,000,000          100.00%        $10,000,000      100.00%
Commissions                  2,100,000           10.00%          1,000,000       10.00%
Offering expenses               84,328             .004$            84,328         .84%
                            ----------       ----------        -----------    -------- 
Net proceeds               $18,815,762           89.60%        $ 8,915,672       89.16%

Completion of Family Network                                                           
   Building                 $2,500,000           11.90%         $1,250,000       12.50%
Lease of production office     454,000            2.16%            454,000        4.54%
Production of network        2,000,000            9.52%          1,000,000       10.00%
Cable agreement              4,000,000           19.05%          2,000,000       20.00%
Staff and salaries           2,208,000           10.51%          2,208,000       22.08%
Legal and accounting           200,000             .95%            200,000        2.00%
PromiseVision/SD Eye         2,000,000            9.52%          1,000,000       10.00%
Working capital              5,453,762           30.97%            803,672        8.04%

      Total Expended       $18,815,762           89.60%         $8,915,672       89.16%


We may use some of the proceeds to complete the Chameleon transaction,          
if needed.   The listed use of proceeds will be reduced                         
proportionately to accommodate the funding.                                     

We do not currently have sufficient capital to meet our financial               
needs for the next twelve months.  Kingdom Vision anticipates that the          
proceeds from this offering, together with projected cash flow from             
operations, will be sufficient to meet estimated capital expenditures           
for the next twelve months.  If cash flows do not develop as                    
anticipated, Kingdom Vision will be required to try to obtain                   
additional sources of capital, yet to be identified.                            

The actual allocation of funds will depend on Kingdom Vision's success          
and growth.  If results do not meet our requirements, we will                   
reallocate the proceeds among the other contemplated uses of proceeds,          
as prudent business practices dictate.                                          

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Pending application by Kingdom Vision of the net proceeds of this               
offering, such proceeds will be invested in short-term, interest-               
bearing obligations.                                                            

DILUTION              

Further Dilution.  We may issue additional restricted common and                
preferred shares pursuant to Kingdom Vision's key employee incentive            
stock option plan or in private business transactions.    The market            
price of your securities may be depressed if these securities are               
issued at a price lower than the current book value or market price,            
if any, of your securities.                                                     

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL               
CONDITION AND RESULTS OF OPERATIONS               

Trends and Uncertainties.  Demand for Kingdom Vision's project will be          
dependent on, among other things, market acceptance of the Kingdom              
Vision Network concept, the quality of its entertainment and                    
promotional merchandise, and general economic conditions, which are             
cyclical in nature.  Inasmuch as a major portion of Kingdom Vision's            
activities will be the receipt of revenues from advertising on our              
network, Kingdom Vision's business operations may be adversely                  
affected by Kingdom Vision's competitors and prolonged recessionary             
periods.                                                                        

Capital and Source of Liquidity.  All of the initial working capital            
has been obtained from the sale of Series A and Series B to officers,           
directors and affiliated persons.    Kingdom Vision requires                    
substantial capital in order to meet its ongoing corporate obligations          
and in order to continue and expand its current and strategic business          
plans.   If the offering is not successful, the officers and directors          
have agreed to advance monies to pay for any fixed monthly                      
obligations.   They also have agreed to provide personal guarantees             
for debt financing for limited operations.                                      

The accompanying financial statements have been prepared assuming that          
the Kingdom will continue as a going concern.   Kingdom does not have           
sufficient capital to meet its financial needs for the next twelve              
months, which raises substantial doubt about its ability to continue            
as a going concern.   As discussed above, Kingdom's officers and                
directors have an oral agreement, with no specific amount, that they            
will either advance funds, guarantee any needed financing, or will              
purchase shares of capital stock from Kingdom to meet its financial             
needs.                                                                          

For the period from March 3, 2000 (date of inception) to December 31,           
2000, Kingdom Vision purchased property and equipment of $266,155 and           
purchased an investment in ISP Live of $30,000.   As a result, Kingdom          
Vision had net cash used by investing activities of $296,155 for the            
period from March 3, 2000 to December 31, 2000.                                 

For the period from March 3, 2000 to December 31, 2000, Kingdom Vision          
received proceeds from a note payable issued to a stockholder of                
$10,000, proceeds from capital lease obligations of $14,200, made               
payments on capital lease obligations of $1,498 and received proceeds           
from the issuance of common stock of $2,283,852 resulting in net cash           
provided by financing activities of $2,306,554.                                 

Kingdom Vision will use the net proceeds of the offering over the next          
twelve months.   The minimum amount of proceeds necessary to meet our           
estimated capital expenditures for the next 12 months is $3,000,000.            
In the long term, we will require $21,000,000.   If this offering is            
not successful, we will have to pursue additional capital and debt              
financing.                                                                      

On a long-term basis, liquidity is dependent on continuation and                
expansion of operation and receipt of revenues, additional infusions            
of capital, and debt financing.   Kingdom Vision believes that                  
additional capital and debt financing in the short term will allow              
Kingdom Vision to increase its marketing and sales efforts and                  
thereafter result in increased revenue and greater liquidity in the             
long term.  However, there can be no assurance that Kingdom Vision              
will be able to obtain additional equity or debt financing in the               
future, if at all.                                                              

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Results of Operations.  Since inception, Kingdom Vision has not                 
received any revenues from operations.  Television programming has              
been progressing since early March 2000.                                        

For the period from March 3, 2000 to December 31, 2000, Kingdom Vision          
had operating expenses of $1,701,192 consisting of general and                  
administrative of $281,842, program development of $661,399, contract           
labor of $276,610, rent of $114,773, professional services of                   
$123,219, travel of $95,967, marketing and selling of $73,934 and               
other expenses of $73,448.                                                      

Plan of Operation.   Kingdom Vision is in the development stage and             
has not conducted any significant operations to date or received any            
operating revenues.  Kingdom Vision can satisfy its cash requirements           
in the next twelve months if we can successfully complete this                  
offering.     We will not need to conduct any research and development          
regarding our business plan.                                                    

Other than described in the use of proceeds section, we do not expect           
to purchase any plant or significant equipment.   If the offering is            
successful, we do expect significant changes in the number of                   
employees to conduct operations.                                                

Kingdom Vision may experience problems; delays, expenses, and                   
difficulties sometimes encountered by an enterprise in Kingdom                  
Vision's stage of development, many of which are beyond Kingdom                 
Vision's control.  These include, but are not limited to,                       
unanticipated problems relating to the development of the network,              
manufacturing costs, production and marketing problems, additional              
costs and expenses that may exceed current estimates, and competition.          

DETERMINATION OF OFFERING PRICE                       

The offering price, conversion rate and other terms of the Series KV            
preferred shares were arbitrarily determined by Kingdom Vision.                 

PLAN OF DISTRIBUTION                                  

Plan of Distribution.  The Series KV preferred are being offered on a           
self underwritten basis by officers and directors of Kingdom Vision.            
The Series KV preferred may be offered selected broker/dealers.                 
Selected broker/dealers, if any, will receive the standard industry             
commission not to exceed 10% of the offering price.                             

No Escrow Account   There is no minimum offering amount.  Kingdom               
Vision has not established an escrow account.                                   

Offering Period. The offering period will commence on the date of this          
prospectus and will terminate on June 30, 2001.                                 

MANAGEMENT                                            

Executive Officers and Directors                                                

Our executive officers, directors, and key employees and their                  
business experience follows:                                                    

Name                              Position                                      

Dr. Mark Hanby, age 57       Chairman and Chief Executive Officer               
Randall Worley, age 42               President and Director                     
Dale Hill, age 50             Senior Vice President/Technical                   
        Productions and Director
Carl Thompson, age 52      Senior Vice President/Corporate Development          
Mark D. Hanby, II, age 35          Executive Vice President                     
          Chief Operations Officer
Arlen Best, age 38         Vice President Marketing/Public Relations            
Dale Bronner, age 38                       Director                             
Marc Harris, age 34                        Director                             
Eddie Long, age 47                         Director                             
Clarence McClendon, age 35                 Director                             
Earl Paulk, age 73                         Director                             
Carlton Pearson, age 46                    Director                             

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Dr. Mark Hanby is the son of pioneering ministry parents and graduated          
Valedictorian of his high school in New York, while accumulating                
college credits from Columbia University through the New York State             
Advanced Student Regents Program.  At age 18 he made the decision to            
continue in ministry.  In 1966, he accepted the pastoral                        
responsibility of a small congregation in Fort Worth, Texas, which              
became Truth Church, one of the first fully integrated "mega-churches"          
of this era, where he served until 1986.  Located on more than 90               
acres, Truth Church included a 3,000 plus seat auditorium, multi-               
ministry facilities, 40 townhouses, and a joint ventured 790-unit               
apartment complex.  With a focus on world missions, Truth Church                
became a foundation for outreach, supporting 110 ministry families              
worldwide.  Pastor Hanby's personal interest in world missions                  
includes ministering in 60 countries on six continents.  Dr. Hanby              
also initiated and developed Wide World Ministries College of                   
Spiritual Concepts and Music Ministry, recruiting students from across          
the country.  He also founded the Wide World of Truth television                
program, one of the first church congregation-type programs on the              
Christian Broadcasting Network, which aired weekly in more than 1,000           
cities.  After resigning his pastorate in 1986, Dr. Hanby launched The          
Mark Hanby Ministries, from which he has preached around the world,             
independent of denominational boundaries.   Dr. Hanby speaks at                 
approximately 30 engagements per year, with audiences up to 25,000.             
Dr. Hanby is accepted as a "father in ministry" to more than 70                 
"Master Builder Sons" and gives oversight and covering to many others.          
He is a leading participant in key Christian national and                       
international conferences.  Dr. Hanby has seven published books,                
numerous ministerial audio and video tape series, and an estimated              
3,500 audio tapes in archives at Beyth Shan Foundational Ministries.            
During his itinerate and early pastoral work, Dr. Hanby earned a                
double Masters Degree in Ministry and Theology from American Bible              
School, Chicago, Illinois, and was awarded an honorary Doctorates in            
Ministry and Theology, as well as Masters Degrees in Theology. His              
dissertation, "The Renewing of the Holy Spirit," became the first of            
his writings to be published.                                                   

Dale Hill, since 1986, has been the President of The Broadcast Group,           
Inc.  The Broadcast Group provides complete broadcasting, production,           
and media services to individual and corporate clients.  From 1982 to           
1986, Mr. Hill was Executive Vice President, Broadcasting, of the PTL           
Television Network in Charlotte, North Carolina.  His duties included           
manager of the television operations division and the satellite                 
network division.   He was the President of Sunrise Enterprises in              
Dallas, Texas, 1981 to 1982; President of Video Ventures, Inc. in               
Rocky Mount, North Carolina from 1978 to 1981; the Operations Manager           
of the Broadcast Division of the PTL Television Network in Charlotte,           
North Carolina from 1974 to 1977; and worked for Network Operations at          
Trinity Broadcasting in Santa Ana, California during 1973. His history          
also has included serving as Operational Manager of Channel 16 in               
Greenville, South Carolina, 1973; and Production Supervisor/Television          
Director for the Christian Broadcasting Network ("CBN") from 1966 to            
1972. His television network clients include NBC, ABC, CBS, ESPN, CBN,          
PTL, TBN and SHOWTIME.  He is a veteran of television broadcasting and          
is one of the pioneers of Christian television and international                
satellite technology.  This involves consulting on total media image            
to the design of facilities and training of both technical and                  
creative personnel to networks operations.  He has had hands-on                 
experience in every aspect of media presentation, television                    
management, and production.  As a successful television director, he            
has created many daily syndicated programs and international                    
ministries programs and traveled around the world, producing                    
documentaries and special events, providing consulting services to              
various major ministries, and creating programming for national cable           
networks.                                                                       

Pastor Randall Worley has been involved in full-time Pastoral and               
itinerate ministry for the last 22 years.  In 1991, he became the               
Pastor of Lifespring Church in Charlotte, North Carolina.  Under his            
leadership, the congregation has gown from 18 to several hundred and            
the ministry has expanded to include a 40-acre church campus with over          
40,000 square feet of facilities, where he founded and developed a              
curriculum for a two-year School of Ministry to develop pastors and             
leaders.  Many graduates have gone on to serve in various places in             
the world as pastors, evangelists, and missionaries.  Pastor Worley             
has traveled extensively in the United States, speaking in churches,            
conferences, and leadership seminars.  He also serves as an overseer            
to many churches in the United States and abroad.  His involvement              
with missions has taken him to eight countries on four continents.              
Pastor Worley's audio teaching tapes and newsletters have been                  

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distributed throughout the world.  He has been awarded a B.A. Degree            
in Bible Studies from East Coast Bible College and a Master's Degree            
in Education from Winthrop University.                                          

Carl Thompson was the co-founder of AmeriVision Communications, Inc.            
in 1991 and he served as Co-Chief Executive Officer from 1991 until             
his resignation in 1998.  Under Mr. Thompson's leadership, AmeriVision          
and its affiliate, LifeLine Communications, grew to revenues of over            
$120,000,000 and contributed more than $45 million to nonprofit                 
organizations and charities nationwide (more than $1,000,000 to pro-            
family organizations, Christian ministries, and conservative causes).           
This exponential growth, with over 1,200 shareholders, made                     
AmeriVision a leader in the "Affinity Marketing" of long distance and           
other telecommunications services to individuals and organizations              
that support strong family values such as Concerned Women for                   
American, Christian Broadcasting Network, Trinity Broadcasting                  
Network, and Christian Coalition. Also, markets AmeriVision served              
under the LifeLiner Service Mark, while donating approximately 10% of           
designated revenues to organizations and churches supporting                    
AmeriVision's strong family values.  This makes AmeriVision the                 
largest affinity-based marketing reseller of telecommunications                 
services to nonprofit organizations in the Series B Common shared               
states.  Mr. Thompson's resignation was based upon his belief that              
AmeriVision was deviating from its Kingdom of Christ mission,                   
including a dedication to multi-racial support.  Since 1998, Mr.                
Thompson has been involved in the development of over 135 acres in the          
Edmond, Oklahoma residential suburb in what he designated The Eagle's           
Cove, a private estate community with multi-million dollar homes on             
two to three acres.                                                             

Mark D. Hanby, II has been an Area Developer for the national chain of          
Schlotzsky's Restaurant in Arizona, California, Kentucky and                    
Tennessee.  During his tenure, since 1992, he has been responsible for          
and contributed to the strategic planning, development, and opening of          
over 70 new Schlotzsky's Restaurants.  In his former state territory,           
from 1989 to 1992, he served as Vice President of Marketing for Pace            
Setters Seminars of America.  He attended Dallas Baptist University.            

Arlen Best has served as President and Chief Executive Officer of               
Kingdom Vision Technology since its inception.  Mr. Best also founded           
Apex Management Group, Inc. (an artist management group for Christian           
Gospel talent), and Millennium II Consulting, Inc. in 1998, and has             
served as the President and Chief Executive Officer of both                     
corporations since inception.  Mr. Best also served as the National             
Vice President of United Minority Contractors Association - Resource            
Group, Inc. From 1996 to 1998 he served as Vice President of Marketing          
and Sales of AmeriVision Communications, Inc., another Christian-based          
telecommunications company.  He served as Chief Operations                      
Administrator of Executive Management Services, Inc. (a national                
marketing firm for implementation of "affinity programs" for non-               
profit organizations) from 1994 to 1995; Chief Operations                       
Administrator of The Executive Group, Inc. from 1994 to 1995; and               
President and Chief Executive Officer of Best-Way Enterprises, Inc.             
Arlen had guaranteed certain payments for three Mississippi companies           
where he served as a senior executive and, upon default, he sought the          
protection of the Federal bankruptcy courts for the discharge of those          
companies' debts in 1996.   Mr. Best has also served the ministry               
since 1981.                                                                     

Reverend Dale C. Bronner is the Founder and Senior Pastor of Word of            
Faith Family Worship Center, a seven-year-old interdenominational               
ministry thriving with more than 3,500 members.  He is the author of            
numerous articles for the Atlanta Metro Newspaper and Upscale                   
Magazine, a contributing writer for the books Man Power and Failure-            
The Womb of Success, and is the author of the book entitled Get a               
Grip.  He ministers to the Atlanta area via a daily telecast on the             
Atlanta Inter-Faith Network and via a daily radio broadcast on "Love            
86" (860 am).  Rev. Bronner serves on the Board of Governors for the            
Christian Men's Network and is a member of the American Association of          
Christian Counselors, the Board of Directors, and is part owner of              
Bronner Brothers Manufacturing Company, a multi-million dollar family-          
owned corporation that has been in the hair care business for over              
fifty years.  He is a graduate of Morehouse College, where he finished          
as the top student in the field of religion.  He is presently working           
towards his Doctor of Ministry Degree from Christian Life School of             
Theology.                                                                       

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Marc Harris is the founder and President of Pinnacle Entertainment and          
President and CEO since 1997, and has a 13-year history in the music            
entertainment industry.  Marc has performed on, written, arranged, and          
produced prerecorded music in excess of thirty albums throughout his            
career.  These albums have generated over $35 million dollars in                
revenue for such companies as Sony, Arista, Capitol, MCA-Universal,             
Warner Bros., Atlantic, EMI, Benson, Sparrow, AIR, Malaco, and Savoy            
Records.  A variety of these projects have surpassed the "Gold"                 
(500,000) and "Platinum" (1,000,000) sales levels, and earned industry          
recognition through Grammy, MTV, Soul Train, Stellar, and Dove Awards.          
Marc's in-depth musical knowledge, skills, and experience have                  
resulted in his creative work being embodied into the works of such             
talented songwriters, producers, and artists as Kenneth "Baby Face"             
Edmonds, R. Kelly, Whitney Houston, Toni Braxton, Amy Grant, Michael            
McDonald, Kirk Franklin, Carmen, After 7, The Winans, BeBe & CeCe               
Winans, Yolanda Adams, Walter Hawkins, and The Clark Sisters.                   

Bishop Eddie L. Long has been the pastor of New Birth Missionary                
Baptist Church in Decatur, Georgia since 1987, during which time the            
congregation increased from 300 to approximately 24,000, with a 7,500           
seat complex currently under construction in Lithonia, Georgia.  This           
expansion includes television broadcasts on Trinity Broadcasting                
Network, ABC, BET, German television, and the United States Armed               
Forces station.  He has been named as one of America's 125 most                 
influential leaders.  He is the founder and CEO of Faith Academy, New           
Birth's School of Excellence, the Vice Chairman of the Morehouse                
School of Religion Board of Directors, and received the 1999 Legacy             
Award from Big Brothers Big Sisters of Metro Atlanta.  Bishop Long is           
the author and producer of numerous series, as well as his                      
publications: I Don't Want Delilah, I Need You, and Taking Over, books          
he has written about male/female relationships and about changing the           
traditional perspective of the church, respectively.  Bishop Long has           
been awarded a B.A. Degree in Business Administration from North                
Carolina Central University and an M.A. Degree in Divinity from                 
Atlanta's Interdenominational Theological Center.  He has been awarded          
honorary doctorate degrees from this undergraduate college and from             
Beulah Heights Bible College, where he served as an adjunct professor.          

Bishop Clarence E. McClendon, DD, currently serves as the Senior                
Pastor of the Church of the Harvest located in the inner city of Los            
Angeles with 12,000 members.  He is the founder and president of                
Harvest Fire, Inc., a ministry that encompasses weekly national and             
international television and radio broadcasts accessible to                     
200,000,000 homes throughout North American, Europe, Africa, and South          
America.  Bishop McClendon serves on the Bishop's Counsel of the Full           
Gospel Baptist Church Fellowship.  He received his Doctorate of                 
Divinity from the Baptist Christian University International of                 
Orlando, Florida.                                                               

Bishop Earl Paulk is the Senior Pastor of the Cathedral at Chapel Hill          
in metro Atlanta, Georgia and he serves on the governing board of the           
International Charismatic Bible Ministries as a founding Trustee.  He           
has also served on the Executive Committee of Churches United in                
Global Mission, founded by Robert Schuller.  Locally, he serves on              
various boards, including the Atlanta Religious Mobilization Against            
Crime, and Tikkun Ministries, a Jewish ministry.  Bishop Paulk has              
written over fifteen books on the role of the church in modern                  
society.  He serves as President of Earl Paulk Institute, the                   
Cathedral's Bible School, which is a post-secondary school offering             
Bachelors and Associates degrees, as well as continuing education               
certificates.  He holds a B.A. Degree from Furman University, a Master          
of Divinity Degree from Candler School of Theology at Emory                     
University, a Doctor of Theology Degree, as well as a Doctor of                 
Divinity Degree.  He was named to the Office of Bishop in the                   
International Communion of Charismatic Churches in 1982.  Currently,            
Bishop Paulk is Presiding Bishop of the International Communion of              
Charismatic Churches.                                                           

Bishop Carlton Pearson is the Presiding Bishop of over 500 churches             
and ministries through the Azusa Interdenominational Fellowship of              
Christian Churches and Ministries and has pastored Higher Dimensions            
Family Church for over 18 years, which has a congregation of over               
5,000 members, in Tulsa, Oklahoma.  For more than twelve years, Bishop          
Pearson has been the host and overseer of the annual AZUSA                      
Conferences, held each year in Tulsa, and AZUSA Coast-to-Coast                  
Conferences across America.  In 1997, AZUSA held its first                      
International Conference in Durban, South Africa, and he is the                 
founder and president of Higher Dimensions Ministries, a multi-faceted          
ministry.  He is a Stellar Award-winner and Dove Award nominated                

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recording artist, with three successful albums on the Warner Alliance           
record label, including Carlton Pearson and the Higher Dimensions               
Choir LIVE! and Carlton Pearson Live at Azusa.  Carlton Pearson Live            
at Azusa 2; Precious Memories, won a Stellar Award for "Traditional             
Male Vocalist of the Year."  His latest album, Carlton Pearson: Live            
at Azusa 3: Reminding the Saints of the Hope, has just been released            
on the Atlantic Records label.  Carlton serves on the Board of Regents          
at Oral Roberts University, and the Board of Trustees of the                    
International Charismatic Bible Ministries.  His weekly television              
program is "AZUSA - Your Best is Yet to Come."                                  

National Executive Council.   Kingdom Vision has a National Executive           
Council to give guidance for their ministries, initially consisting of          
the following individuals, giving Kingdom Vision a national presence            
in the Christian Ministry.                                                      

                                                                [Download Table]
                                                                    
Dale A. Allison, Jr.          Church and Ministry Consultants,      
                              Blairsville, Georgia                  
Ilene Andrews                 Administrator, Mark Hanby Ministries  
                              Chattanooga, Tennessee                
Dean Baubach                  Secretary/Financial Advisor,          
                              Mark Hanby Ministries,                
                              Chattanooga, Tennessee                
Pastor Robert Gonzalez        House to House Ministries,            
                              Temecula, California                  
Fred Hammond                  Pres. & CEO, Face-to-Face Productions,
                              Southfield, Michigan                  
Pastor Kimble Knight          Cool Springs Church,                  
                              Brentwood, Tennessee                  
Bishop Adolph Ludd            Christian Tabernacle World Ministries,
                              Federal Way, Washington               
 Anna McCoy                   CEO, RMC Group,                       
                              New York, NY                          
Bishop Andrew Merritt         Straight Gate Church,                 
                              Detroit, Michigan                     
Marva Mitchell                Revival Center Ministries,            
                              Dayton, Ohio                          
Don Nori                      President, Destiny Image Publishing,  
                              Shippensburg, Pennsylvania            
Dell Sanchez                  The Life Chapel,                      
                              San Antonio, Texas                    
Bishop Thomas Weeks           Greater Bethel Apostolic Temple,      
                              Wilmington, Delaware                  
Reggie White                  President, Urban Hope                 
                              Green Bay, Wisconsin                  

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Remuneration.   For the year ended December 31, 2000, cash                      
compensation was paid to the following executive officers.                      

Randall Worley            $18,000                                         
President                                                                 

Mark D Hanby II          $116,500                                         
Executive V.P.                                                            
Chief Operation Officer                                                   

Arlen Best                $12,500                                         
Executive V.P.                                                            
Marketing/Public Relations                                                

Additionally, Kingdom Vision paid The Broadcast Group, Inc. $87,000             
during 2000 for services rendered.   Dale Hill, executive vice                  
president of Kingdom Vision, is the president of The Broad Cast Group,          
Inc.                                                                            

Employee Incentive Stock Option Plan.  The shareholders and the                 
directors, at their organizational meeting, adopted an Employee                 
Incentive Stock Option Plan pursuant to the regulations of the                  
Internal Revenue Service.  The Plan provides for a pool of authorized,          
but unissued Series B common shares to be reserved for issuing to key           
executives, employees and consultants pursuant to the Plan.  Up to              
2,500,000 options may be granted.  The Board of Directors plans to              
elect a compensation committee to award the options from time to time.          
Committee members may not be grantees while serving.                            

PRINCIPAL SHAREHOLDERS                      

The following table sets forth the beneficial ownership of the common           
stock of Kingdom Vision by each of Kingdom Vision's directors and               
executive officers, and as a group.  The beneficial owner has sole              
voting and investment power with respect to the Securities indicated.           

As of December 31, 2000, there were 2,000,000 Series A common shares            
and 11,816,380 Series B common shares outstanding.   There are no               
Series KV preferred outstanding.                                                

The following tabulates holdings of Series A and B common shares of             
Kingdom (on a fully diluted basis) by each person who, subject to the           
above at the date of this prospectus, holds of record or is known by            
management to own beneficially more than 5.0% of the Series A and B             
common shares and, in addition, by all directors and officers of                
Kingdom Vision individually and as a group.                                     

                                                                [Download Table]

                                                                Percentage    
                                    Number & Class        of Series B Prior to
Name and Address                      of Shares                 offering      

                                                                              

Beyth Shan Foundational Ministries(2)       2,130,000 Series B      18.03%    
P.O. Box 8093                              1,200,000 Series A      60.00%     
Chattanooga, TN 37414                                                         

Dale Hill                                    500,000 Series B       4.23%     
P.O. Box 6986                                400,000 Series A      20.00%     
Chesapeak, VA 23323                                                           

Eddie Long                                   425,000 Series B       3.60%     
2778 Snapfinger Road                                                          
Decatur, GA 30034                                                             

Randall Worley                               400,000 Series B       3.39%     
9149 Henry Harris Road                       200,000 Series A      10.00%     
Ft. Mill, SC 29715                                                            

Carl Thompson                                400,000 Series B       3.39%     
3600 Eagles Landing                                                           
Jones, OK 73049                                                               

Mark Hanby II                                400,000 Series B       3.39%     
3752 E. Tanglewood                           200,000 Series A      10.00%     
Phoenix, AZ 85048                                                             

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Dale Bronner                                 362,500 Series B       3.07%     
8959 Peach Ct.                                                                
Jonesboro, GA 30236-5359                                                      

Arlen Best                                   300,000 Series B       2.54%     
1905 Ridge Crest Road                                                         
Edmond, OK                                                                    

Earl Paulk                                   312,500 Series B       2.64%     
1000 Cathedral Place                                                          
Decatur, GA 30034                                                             

Clarence McClendon                           300,000 Series B       2.54%     
2600 South Labrea Avenue                                                      
Los Angeles, CA 90016                                                         

Marc Harris                                  250,000 Series B       2.12%     
438 English Ivy Drive                                                         
Nashville, TN 37211                                                           

Carlton Pearson                              275,000 Series B       2.33%     
8621 South Memorial Drive                                                     
Tulsa, OK 74133-4308                                                          

All Directors & Officers                                                      
as a group (12 persons)                    9,965,000 Series B      84.33%     

-------------------                                                             
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as            
amended, beneficial ownership of a security consists of sole or shared          
voting power (including the power to vote or direct the voting) and/or          
sole or shared investment power (including the power to dispose or              
direct the disposition) with respect to a security, whether through a           
contract, arrangement, understanding, relationship, or otherwise.               
Unless otherwise indicated, each person indicated above has sole power          
to vote, or dispose or direct the disposition of all shares                     
beneficially owned, subject to applicable community property laws.              

(2)The Beyth Shan Foundational Ministries also own 1,200,000 shares of          
the Series A common shares; Dale Hill owns 400,000 (20%), and Pastor            
Worley and Mark D. Hanby, II each own 200,000 shares (10%).  The                
Series A shares are junior to the Series B common shares in                     
distribution of dividends and assets.                                           

We do not know of any arrangements, including any pledge by any                 
personnel, which would result in the change and control of Kingdom              
Vision.                                                                         

All of the above shares have been issued for services rendered in lieu          
of payment of cash received by the recipient and in lieu of cash                
payments made by the recipients.                                                

INDEMNIFICATION                   

Our bylaws do not contain a provision entitling any director or                 
executive officer to indemnification against liability under the                
Securities Act of 1933. The Nevada Revised Statutes allow a company to          
indemnify its officers, directors, employees, and agents from any               
threatened, pending, or completed action, suit, or proceeding, whether          
civil, criminal, administrative, or investigative, except under                 
certain circumstances. Indemnification may only occur if a                      
determination has been made that the officer, director, employee, or            
agent acted in good faith and in a manner, which such person believed           
to be in the best interests of the company. A determination may be              
made by the shareholders; by a majority of the directors who were not           
parties to the action, suit, or proceeding confirmed by opinion of              
independent legal counsel; or by opinion of independent legal counsel           
in the event a quorum of directors who were not a party to such                 
action, suit, or proceeding does not exist. Provided the terms and              
conditions of these provisions under Nevada law are met, officers,              
directors, employees, and agents of Kingdom Vision may be indemnified           
against any cost, loss, or expense arising out of any liability under           
the '33 Act. Insofar as indemnification for liabilities arising under           
the '33 Act may be permitted to directors, officers and controlling             
persons of the Company.  Kingdom Vision has been advised that in the            

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opinion of the Securities and Exchange Commission, such                         
indemnification is against public policy and is, therefore,                     
unenforceable.                                                                  

CERTAIN TRANSACTIONS                          

Kingdom Vision has recorded the sum of $10,000 paid for the initial             
preparation of the private placement memorandum by Carl Thompson, a             
member of the board of directors, properly recorded as legal expense            
and shareholder payable on the balance sheet.                                   

We paid $130,000 to the ministry of Beyth Shan Foundational                     
Ministries, a principal stockholder for the construction of a                   
production facility.   This production facility will be owned by the            
principal stockholder and be utilized by us for television programming          
production purposes.   The Board of Directors has authorized us to              
expend an additional $370,000 for the construction of this facility             
and purchase of equipment to be used at this facility.                          

We paid a total of $10,800 to Dr. Mark Hanby, a member of the board of          
directors and Church Ministries Consultants, a company controlled by            
Dale Allison, a member of the board of directors for consulting                 
services provided to us.                                                        

We paid program development expenses, equipment rental, contract                
labor, travel and other related expenses of $191,000 to the Broadcast           
Group and Promise Vision Technology, Inc., two organizations                    
affiliated with certain members of management.                                  

We intend to lease equipment from one of our executive officers, Dale           
Hill, CEO of The Broadcast Group which is responsible for getting the           
network up and running technically.   Mr. Hill shall receive lease              
payments based on prevailing industry rates, negotiated on an as                
needed basis.   Once the network is on the air, Kingdom Vision will be          
hiring its own technicians to operate and maintain the equipment used           
in the operation of the network.   No other continuing relationship             
thereafter is contemplated with the exception that Mr. Hill will be             
joining Kingdom Vision as its technical overseer.                               

DESCRIPTION OF COMPANY SECURITIES           

Kingdom Vision is authorized to issue 2,000,000 Series A common                 
shares, no par value per share, 48,000,000 Series B common shares, no           
par value per share, and 25,000,000 preferred shares.  As of December           
31, 2000, there are 2,000,000 Series A common shares outstanding,               
11,816,380 Series B common shares outstanding, and no shares of                 
preferred stock have been issued.                                               

Common Stock                                                                    

The holders of the Series A common shares are entitled to ten votes             
per share and the holders of Series B common shares are entitled to             
one vote per share with respect to all matters on which holders of              
Kingdom Vision's common stock are entitled to vote.  However, they are          
junior in priority to the Series B common shares and the Series B               
shareholders must receive an amount equal to the initial purchase               
price of their shares before the Series A shareholders share pro-               
ratably in any dividends or distribution of assets.  Holders of the             
Series B common shares have the right to dividends from funds legally           
available therefore, when, as and if declared by the Board of                   
Directors and are entitled to share ratably in all of the assets of             
Kingdom Vision available for distribution to holders of shares of               
Series B common shares upon liquidation, dissolution, or winding up of          
the affairs of Kingdom Vision.  Holders of common stock do not have             
preemptive, subscriptive, or conversion rights.  The common stock does          
not have cumulative voting rights.                                              

Preferred Stock                                                                 

Kingdom Vision's articles of incorporation authorize the issuance of            
25,000,000 shares of no par value preferred stock.  The board of                
directors of Kingdom Vision are authorized to issue the preferred               
stock from time to time in series and are further authorized to                 
establish such series, to fix and determine the variations in the               
relative rights and preferences as between series, to fix voting                
rights, if any, for each series, and to allow for the conversion of             
preferred stock into common stock.                                              

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Series KV voting preferred shares have one vote per Series KV voting            
preferred share.  The Series KV voting preferred shares do not have             
dividend preferences or liquidation preferences.   Each Series KV               
voting preferred share is convertible into one Series B common share            
fourteen months after the effective date of the registration                    
statement.                                                                      

Transfer Agent.   Corporate Stock Transfer of Denver, Colorado                  
acts as the transfer agent for Kingdom Vision.                                  

LEGAL MATTERS           

All legal matters with respect to the issuance of the securities                
offered hereby will be passed upon by the law firm of Steven Allison,           
Blairsville, Georgia.                                                           

There is no litigation pending or, to our knowledge, threatened to              
which the property of Kingdom Vision is subject or to which Kingdom             
Vision may be a party.  No such proceedings are known to be                     
contemplated by governmental authorities or any other parties.                  

REPORTS             

Pursuant to the Rules and Regulations of the Securities and Exchange            
Commission, we will provide our Investors with Annual Reports                   
containing audited financial statements, together with Quarterly                
Reports containing unaudited financial statements and Interim Reports           
containing information regarding relevant information about the                 
operations of Kingdom Vision.                                                   

FINANCIAL STATEMENTS  

The Kingdom Vision financial statements from inception to December 31,          
2000 have been audited by Hogan & Slovacek.                                     

Independent Auditors' Report dated March 16, 2001                               
Balance Sheet as of December 31, 2000                                           
Statement of Operations for the period from March 3, 2000 (date of              
inception) to December 31, 2000                                       
Statement of Stockholders' Equity for the period from March 3, 2000             
(date of inception) to December 31, 2000                                
Statement of Cash Flows for the period from March 3, 2000 (date of              
inception) to December 31, 2000                                         
Notes to Financial Statements - Inception (March 3, 2000) to December           
31, 2000                                                                

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INDEPENDENT AUDITORS'REPORT                                                     

To the Board of Directors                                                       
Kingdom Vision Network, Inc.                                                    

We have audited the accompanying balance sheet of Kingdom Vision                
Network, Inc. (a Colorado corporation) as of December 31, 2000, and             
the related statements of operations, stockholders' equity and cash             
flows for the period from March 3, 2000 (date of inception) to                  
December 31, 2000.  These financial statements are the responsibility           
of the Company's management.  Our responsibility is to express an               
opinion on these financial statements based on our audit.                       

We conducted our audit 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 audit            
provides a reasonable basis for our opinion.                                    

In our opinion, the financial statements referred to above present              
fairly, in all material respects, the financial position of Kingdom             
Vision Network, Inc. as of December 31, 2000, and the results of its            
operations and its cash flows for the period from March 3, 2000                 
(inception) to December 31, 2000, in conformity with accounting                 
principles generally accepted in the United States of America.                  

The accompanying financial statements have been prepared assuming               
Kingdom Vision Network, Inc. will continue as a going concern.  As              
discussed in Note 12 to the financial statements, the Company's                 
significant operating losses raise substantial doubt about its ability          
to continue as a going concern.  Management's plans regarding this              
matter are also discussed in Note 12.  The financial statements do not          
include any adjustments that might result from the outcome of this              
uncertainty.                                                                    

HOGAN & SLOVACEK                                                                

March 16, 2001                                                                  
Oklahoma City, Oklahoma                                                         

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KINGDOM VISION NETWORK, INC.                                                    
(A Development Stage Company)                                                   
Balance Sheet                                                                   
December 31, 2000                                                               

ASSETS                                                                          

Current Assets:                                                                 
Cash                                                       $   21,555           
Accounts receivable - employee                                  5,875           
Prepaid expenses                                               20,803           
                                                ----------
Total Current Assets                                           48,233           

Note receivable                                               104,000           
Property and equipment, net                                   259,693           
Investment                                                     30,000           
Deposits                                                      236,743           
                                                ----------
Total Assets                                               $  678,669           
                                                ==========

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

Current Liabilities:                                                            
Accounts payable                                           $   43,793           
Accrued interest payable                                          490           
Capital lease obligation, current                               2,840           
                                                ----------
Total Current Liabilities                                      47,123           
                                                ----------
Note payable - stockholder                                     10,000           
Capital lease obligation                                        9,862           
                                                ----------
Total Liabilities                                              66,985           

Commitments and contingencies                                       -           

Stockholders' Equity:                                                           
Common stock:                                                                   
Class A, no par value, 2,000,000 shares authorized,                             
2,000,000 shares issued and outstanding                         2,000           
Class B, no par value. 48,000,000 shares authorized,                            
11,816,380 shares issued and outstanding                    2,299,852           
Preferred Stock, no par value, 25,000,000 shares                                
authorized, none issued                                             -           
Deficit accumulated in development stage                   (1,690,168)          
                                                ----------
Total Stockholders' Equity                                    611,684           
                                                ----------
Total Liabilities and Stockholders' Equity                 $  678,669           
                                                ==========

The accompanying notes are an integral part of these statements.                

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KINGDOM VISION NETWORK, INC                                                     
Statement of Operations                                                         
Period From March 3. 2000 (Date of Inception) to December 31, 2000              

Revenue:                                                                        
Interest income                                            $    7,654           
Other income                                                    3,070           
                                                ----------
Total revenue                                                  11,024           
                                                ----------
Operating Expenses:                                                             
Program development                                           661,399           
General and administrative                                    281,842           
Contract labor                                                276,610           
Rent                                                          114,773           
Professional services                                         123,219           
Travel                                                         95,967           
Marketing and selling                                          73,934           
Other                                                          73,448           
                                                ----------
Total operating expenses                                    1,701,192           
                                                ----------
Loss before provision for Income taxes                     (1,690,168)          

Provision for income taxes                                          -           
                                               -----------
Net loss                                                  $(1,690,168)          
                                               ===========

The accompanying notes are an integral part of these statements.                

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KINGDOM VISION NETWORK, INC                                                     
(A Developmental Stage Company)                                                 
Statement of Stockholders' Equity                                               
Period From March 3, 2000 (Date of Inception) to December 31, 2000              

                                                        [Enlarge/Download Table]

                                      Common Stock                      Preferred Stock                                 
                     -------------------------------------------------  ----------------                                
                         Series A                    Series B                                  Retained        Total    
                     -----------------         ----------------------                          Earnings    Stockholders'
                     Shares     Amount         Shares           Amount   Shares     Amount    (Deficit)       Equity    
                     -----------------         -----------------------   -----------------     --------    -----------  
                                                                                                                        
Balance, March 3,2000   -       $    -             -            $              -    $     -     $     -     $        -  
Issuance of                                                                                                             
   Series A stock                                                                                                       
                   2,000,000     2,000              -               -          -          -           -          2,000  
Issuance of Series                                                                                                      
   B stock                 -         -     11,816,380        2,299,852         -          -           -      2,299,852  
Net loss                   -         -              -                -                       (1,690,168)    (1,690,168) 
                   ---------   -------     ----------        ---------     -----    -------   ---------     ----------  
Balance, December                                                                                                       
   31, 2000        2,000,000   $ 2,000     11,816,360       $2,299,562          -    $     -  (1,690,168)    $ 611,684  
                   =========   =======     ==========       ==========      =====    =======  ==========     =========  

The accompanying notes are an integral part of these statements.                

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KINGDOM VISION NETWORK, Inc.                                                    
(A Development Stage Company)                                                   
Statement of Cash Flows                                                         
Period from March 3, 2000 (Date of Inception) to December 31. 2000              

                                                                [Download Table]

Cash Flows from Operating Activities:                                     
                                                                          
Net loss                                                   $  (1,690,168) 
Adjustments to reconcile net loss to net cash                             
   used in operating activities:                                          
Depreciation                                                       6,462  
Stock issued in exchange for services                             18,000  
Changes in operating assets and liabilities:                              
   (Increase) in accounts receivable - employee                   (5,875) 
   (Increase) in prepaid expenses                                (20,803) 
   (Increase) in deposit                                        (236,743) 
   (Increase) in note receivable                                (104,000) 
    Increase in accounts payable                                  43,793  
    Increase in accrued interest payable                             490  
                                                              ----------  
Net cash (used in) operating activities                       (1,988,844) 
                                                              ----------  
Cash Flows from Investing Activities:                                     

Purchase of investment                                           (30,000) 
Purchase of property and equipment                              (266,155) 
                                                             -----------  
Net cash (used in) investing activities                         (296,155) 
                                                              ----------  
Cash Flows from Financing Activities:                                     

Proceeds from note payable issued to stockholder                   10,000 
Proceeds from capital lease obligation                             14,200 
Payments on capital lease obligation                               (1,498)
Proceeds from issuance of common stock                          2,283,852 
                                                              ----------- 
Net cash provided by financing activities                       2,306,554 
                                                              ----------- 
Net increase in cash                                               21,655 

Cash, beginning of period                                               - 

Cash, end of period                                               $21,555 
                                                               ========== 
Supplemental Disclosure of Non-Cash Financing Activities:                 

Series A common shares issued in return for services            $   2,000 
Series B common shares issued in return for services               16,000 
                                                                --------- 
Total shares issued in exchange for services                    $  18,000 
                                                                ========= 

The accompanying notes are integral part of these statements.                   

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KINGDOM VISION NETWORK, INC.                                                    
(A Development Stage Company)                                                   
Notes to Financial Statements                                                   
March 3. 2000 (Date of Inception) to December 31, 2000                          

1 .  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

Organization                                                                    
Kingdom Vision Network, Inc. (the 'Company') was incorporated under             
the laws of the state of Colorado on March 3, 2000.  The Company's              
primary business is developing and providing Christian-based                    
television programming.  The Company's fiscal year end is December 31.          

Basis of Accounting                                                             
The Company prepares its financial statements on the accrual basis of           
accounting in accordance with generally accepted accounting                     
principles.  Accordingly, revenues are recognized when earned and               
expenses are recognized when incurred.                                          

Cash and Cash Equivalents                                                       
For the purposes of the statement of cash flows, the Company considers          
all highly liquid debt instruments purchased with an original maturity          
of three months or less to be cash equivalents.                                 

Property and Equipment                                                          
Property and equipment, including leasehold improvements, are recorded          
at cost and depreciated using the straight-line method over estimated           
useful lives of five to fifteen years.  Maintenance and repairs are             
charged to operations when incurred.                                            

Use of Estimates In Preparation of Financial Statements                         
The preparation of financial statements on the accrual basis of                 
accounting requires management to make estimates and assumptions that           
affect certain reported amount, and disclosures.  Accordingly, actual           
results may differ from those estimates.  These estimates include               
estimating the, useful lives of property and equipment used to                  
calculate depreciation.                                                         

Income Taxes                                                                    
The Company is organized as a C corporation and is subject to both              
federal and state income taxes. No provision for income taxes has been          
recorded at this time.                                                          

2.  DEVELOPMENT STAGE OPERATIONS                                                

The Company was formed on March 3, 2000.  Operations to date have been          
devoted primarily to raising capital, obtaining financing, program              
development, marketing and advertising, and administrative functions.           
The Company has not received any revenues from the sale of its                  
products or services.  Accordingly, through the date of these                   
financial statements, the Company is considered to be in the                    
development stage and the accompanying financial statements represent           
those of a development stage enterprise.                                        

3. PROPERTY AND EQUIPMENT                                                       

A summary of property and equipment at December 31, 2000, is as                 
follows:                                                                        

Leasehold improvements                                  $45,258                 
Equipment                                                71,983                 
Furniture and fixtures                                   18,914                 
Investment in production facility                       130,000                 
                                      --------
                                       266,165
Accumulated depreciation                                 (6,462)                
                                      --------
                                      $259,693
                                      ========
Investment in production facility represents amounts paid to Beyth              
Shan Foundational Ministries (the 'Ministry'), a principal stockholder          
of the Company, for the construction of a production facility at the            
Ministry's Chattanooga, Tennessee, location.  This production                   
facility, when completed, will be utilized by the Company for                   
development of their network and other television programming                   
purposes.  As of the date of these financial statements, management of          
the Company cannot readily determine the future benefit to be received          

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from the use of this facility.  The investment in production facility           
included in property and equipment is stated at cost in the                     
accompanying balance sheet.                                                     

4.    INVESTMENT                                                                

The Company purchased a 9% equity interest in the common stock of ISP           
Live.com during the year ended December 31, 2000, which has been                
recorded at cost in the balance sheet as 'Investment'.  No impairment           
in this investment has been recorded as there is no public market for           
the ISP Live.com stock and it is impractical to estimate fair value.            
Unaudited financial statements of ISP Live.com as of December 31,               
2000, reflect total stockholders' equity of $72,258.  Included in the           
accompanying Statement of Operations for the period from March 3,               
2000, to December 31, 2000, is $3,070 of income allocated to the                
Company from ISP Live.com.                                                      

In addition to their investment, the Company has a note receivable              
from ISP Live.com in the amount of $104,000 as of December 31, 2000.            
This note bears interest at 11% per annum, is payable In monthly                
installments of $7,443 over a term of 18 months, and is personally              
guaranteed by the president of ISP Live.com.                                    

5.  DEPOSITS                                                                    

The Company entered into an agreement with Chameleon Communications             
Group, Inc. on May 23, 2000 to obtain C-Band transponder capacity               
service on the Telstar 7 Satellite to be used for satellite                     
transmission of the Company's television programming.  The term of              
this agreement is from August 1, 2000 through July 31, 2005 and                 
requires payments of $105,000 per month for the first six months of             
service, $160.000 per month for the remaining 54 months of service and          
$15,000 per month for equipment for the 60-month term.  The agreement           
also requires a deposit of $375,000 to be applied to the last three             
months of the contract unless renewed at that time.  For the year               
ended December 31, 2000, the Company had paid $215.000 of the required          
deposit of $375,000.                                                            

6.  CAPITAL LEASE OBLIGATION                                                    

On July 1, 2000, the Company incurred a capital lease obligation of             
$14,201 in connection with the acquisition of equipment, which is               
included in "Property and equipment" in the accompanying balance                
sheet.   The terms of the capital lease include monthly installments            
of $237 for 60 months.   Future minimum lease payments, by year and in          
the aggregate, under this lease consist of the following at December            
31, 2000:                                                                       

Year Ended                                                                      
December 31,                     Amount                                         
-------------                  ----------                                       
2001                           $2,840                                       
2002                            2,840                                       
2003                            2,840                                       
2004                            2,840                                       
2005                            1,342                                       
-------         
Total capital lease                                               
Obligation          12,702                            
Less current portion      (2,840)                                 
-------         
Long-term portion        $ 9,862                                  
=======         

7.  STOCKHOLDERS'EQUITY                                                         

Common Stock                                                                    
The Company is authorized to issue 2,000,000 Series A common shares,            
no par value per share, and 48,000,000 Series B common shares, no par           
value per share.  At December 31, 2000, there were 2,000,000 and                
11,816,360 shares of Series A and Series B common shares issued,                
respectively.  Holders of Series A and Series B common shares are               
entitled to ten and one vote per share. respectively, and Series B              
common shares have priority over Series A with respect to dividend              
payments that may be authorized by the Board of Directors.  Neither             
Series A nor Series B common shares have preemptive, subscriptive,              

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conversion or cumulative voting rights.  Series A and Series B common           
shares share ratably in all assets of the Company available for                 
distribution in the event of liquidation or dissolution of the                  
Company.                                                                        

Preferred Stock                                                                 
The Company is authorized to issue 25,000,000 shares of no par value            
preferred stock.  The Board of Directors of the Company is authorized           
to issue preferred stock, establish various series, to fix and                  
determine the variations in the relative rights and preferences as              
between series, to fix voting rights, if any, for each series, and to           
allow for the conversion of preferred stock into common stock.                  

The Board of Directors has authorized the issuance of 7,000,000 Series          
KV preferred shares for $3 per share through a Form SB-2 registration           
statement under the Securities Act of 1933, as amended, pending                 
acceptance and approval by the Securities and Exchange Commission.              
Series KV voting preferred shares have one vote per share, have no              
dividend or liquidation preferences, and are convertible into one               
Series B common share per Series KV preferred share fourteen months             
after the effective date of the registration statement.                         

Private Placement Memorandums                                                   
During the year ended December 31, 2000, the Board of Directors                 
authorized the issuance of 12,500,000 Series B common shares at $.40            
per share through two separate Private Placement Memorandum's pursuant          
to Regulation D.   Section 505 of the Securities Act of 1933, as                
amended.   As permitted by Regulation D, these Private Placement                
Memorandums have not been registered with the Securities and Exchange           
Commission.   The first offering of 2,500,000 shares was terminated as          
of December 31, 2000 with the issuance of all 2,500,000 Series B                
common shares.  The second offering of 10,000,000 terminates on March           
31, 2001.  As of December 31, 2000, 11,816,380 Series B common shares           
have been issued in the amount of $2,299,852 in connection with both            
Regulation D offerings.   Subsequent to December 31, 2000, 2,313,750            
Series B common shares have been issued in the amount of $925,500.              

8.  INCOME TAXES                                                                

At December 31, 2000, the Company has a net operating loss                      
carryforward of $1,690,168, which expires in 2015. Based upon the               
results of current operations, and prior to its efforts to raise                
additional capital and financing, the Company believes that it is               
unlikely that the net operating loss and deferred tax asset will be             
utilized prior to their expiration.  However, as time passes,                   
management will be able to better assess the amount of tax benefit it           
will realize from using the carryforward.  Accordingly, the Company             
has elected not to record its estimated deferred tax asset of                   
$642,000.                                                                       

9.  RELATED PARTY TRANSACTIONS                                                  

Included in the accompanying balance sheet is $10,000 recorded as               
'Note Payable-Stockholder'.  This amount was paid by a member of the            
Board of Directors for expenses related to the preparation of the               
Private Placement Memorandums issued by the Company during the year             
ended December 31, 2000 (See Note 7).  This note is due March 8, 2003,          
and accrues interest at a rate of 6% per annum.                                 

Included in 'Property and equipment" in the accompanying Balance Sheet          
is $130,000 paid to the ministry of a principal stockholder of the              
Company for the construction of a production facility (See Note 3).             
This production facility will be owned by the principal stockholder             
and be utilized by the Company for television programming production            
purposes.  The Board of Directors has authorized the Company to expend          
an additional $370,000 for the construction of this facility and                
purchase of equipment to be used at this facility.                              

Included in the Statement of Operations in 'Professional services'              
expense is approximately $10,800 paid to certain members of the Board           
of Directors for consulting services provided to the Company.                   

The Statement of Operations includes approximately $191,000 in program          
development expenses, equipment rental, contract labor, travel and              
other related expenses, which were provided by two organizations                
affiliated with certain members of management.                                  

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The Company issued 2,000,000 Series A common shares to certain members          
of management and others in exchange for professional services valued           
at $.001 per share, or $2,000.  The cost of these shares is included            
in the Statement of Operations in 'Professional services'.                      

10.  EMPLOYEE INCENTIVE STOCK OPTION PLAN                                       

The shareholders and directors, at their organizational meeting,                
adopted an Employee Incentive Stock Option Plan (the 'Plan') pursuant           
to the regulations of the Internal Revenue Service.  The Plan provides          
for a pool of authorized, but unissued Series B Common shares to be             
reserved for issuing to Key executives and employees pursuant to the            
Plan.  Up to 2,500,000 options may be granted.  As of December 31,              
2000, the stockholders and directors have not granted any options.              

11.   COMMITMENTS                                                               

Operating Leases                                                                
The Company leases office facilities and equipment under operating              
leases expiring through 2005.  Minimum future rental payments under             
these leases. including satellite service and equipment payments (See           
Note 5), are as follows:                                                        

Year Ending December 31            Amount                                       

2001                           $2,213,613                                       
2002                            2,276,855                                       
2003                            2,154,011                                       
2004                            2,100,000                                       
2005                            1,225,500                                       
-----------         
$9,968,479        
===========         

Included in the accompanying Statement of Operations is approximately           
$708,000 in expenses related to these leases.                                   

Stock Commitment                                                                
The Company entered into an agreement with a member of the Board of             
Directors stipulating that $16,000 of professional services would be            
provided in exchange for 160,000 Series B common shares. As of                  
December 31, 2000, the services had been provided and the Company had           
issued 50,000 Series B common shares to the member in return.                   
According to Company management, the remaining 110,000 shares will be           
issued during the year ended December 31, 2001.                                 

12. GOING CONCERN                                                               

As reflected in the accompanying financial statements, the Company              
incurred a net operating loss of $1,690,168 for the period from March           
3, 2000 (Date of Inception) to December 31, 2000.  The Company has              
relied entirely upon equity financing with stockholders to fund the             
operations through December 31, 2000.  The ability of the Company to            
continue as a going concern is dependent upon establishing its                  
television network, developing sales and obtaining additional capital           
and financing.   Management is currently working on obtaining                   
financing for its future operations and estimates that this will                
enable the Company to operate at a profitable level (See Note 7).               

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PART II                 
INFORMATION NOT REQUIRED IN PROSPECTUS          

Item 24.  Indemnification of Directors and Officers                             

The Colorado Corporation Code grants to Kingdom Vision the power to             
indemnify the officers and directors of Kingdom Vision, under certain           
circumstances and subject to certain conditions and limitations as              
stated therein, against all expenses and liabilities incurred by or             
imposed upon them as a result of suits brought against them as such             
officers and directors if they act in good faith and in a manner they           
reasonably believe to be in or not opposed to the best interests of             
Kingdom Vision and, with respect to any criminal action or proceeding,          
have no reasonable cause to believe their conduct was unlawful.                 

Our bylaws provide as follows:                                                  

Kingdom Vision shall indemnify any person who was or is a party or is           
threatened to be made a party to any threatened, pending, or completed          
action, suit, or proceeding, whether civil, criminal, administrative,           
or investigative (other than an action by or in the right of Kingdom            
Vision, by reason of the fact that he is or was a director, officer,            
employee, fiduciary or agent of Kingdom Vision or is or was serving at          
the request of Kingdom Vision as a director, officer, employee,                 
fiduciary or agent of another corporation, partnership, joint venture,          
trust, or other enterprise, against expenses (including attorney                
fees), judgments, fines and amounts paid in settlement actually and             
reasonably incurred by him in connection with such action, suit, or             
proceeding if he acted in good faith and in a manner he reasonably              
believed to be in the best interest of Kingdom Vision and, with                 
respect to any criminal action or proceeding, had no reasonable cause           
to believe his conduct was unlawful.  The termination of any action,            
suit, or proceeding by judgment, order, settlement, or conviction or            
upon a plea of nolo contendere or its equivalent shall not of itself            
create a presumption that the person did not act in good faith and in           
a manner which he reasonably believed to be in the best interest of             
Kingdom Vision and, with respect to any criminal action or proceeding,          
had reasonable cause to believe that his conduct was unlawful.                  

Kingdom Vision shall indemnify any person who was or is a party or is           
threatened to be made a party to any threatened, pending, or completed          
action or suit by or in the right of Kingdom Vision to procure a                
judgment in its favor by reason of the fact that he is or was a                 
director, officer, employee, or agent of Kingdom Vision or is or was            
serving at the request of Kingdom Vision as a director, officer,                
employee, or agent of another corporation, partnership, joint venture,          
trust, or other enterprise against expenses (including attorney fees)           
actually and reasonably incurred by him in connection with the defense          
or settlement of such action or suit if he acted in good faith and in           
a manner he reasonably believed to be in the best interest of Kingdom           
Vision; but no indemnification shall be made in respect of any claim,           
issue, or matter as to which such person has been adjudged to be                
liable for negligence or misconduct in the performance of his duty to           
Kingdom Vision unless and only to the extent that the court in which            
such action or suit was brought determines upon application that,               
despite the adjudication of liability, but in view of all                       
circumstances of the case, such person is fairly and reasonably                 
entitled to indemnification for such expenses which such court deems            
proper.                                                                         

To the extent that a director, officer, employee, fiduciary or agent            
of Kingdom Vision has been successful on the merits in defense of any           
action, suit, or proceeding referred to in the first two paragraphs of          
this Article VII or in defense of any claim, issue, or matter therein,          
he shall be indemnified against expenses (including attorney fees)              
actually and reasonably incurred by him in connection therewith.                

Any indemnification under the first two paragraphs of this Article VII          
(unless ordered by a court) shall be made by Kingdom Vision only as             
authorized in the specific case upon a determination that                       
indemnification of the director, officer, employee, fiduciary or agent          
is proper in the circumstances because he has met the applicable                
standard of conduct set forth in said first two paragraphs.  Such               
determination shall be made by the Board of Directors by a majority             
vote of a quorum consisting of directors who were not parties to such           
action, suit, or proceeding, or, if such quorum is not obtainable or            
even if obtainable a quorum of disinterested directors so directs, by           
independent legal counsel in a written opinion or by the shareholders.          

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Expenses (including attorney fees) incurred in defending a civil or             
criminal action, suit, or proceeding may be paid by Kingdom Vision in           
advance of the final disposition of such action, suit, or proceeding            
as authorized in this Article VII upon receipt of an undertaking by or          
on behalf of the director, officer, employee, fiduciary or agent to             
repay such amount unless it is ultimately determined that he is                 
entitled to be indemnified by Kingdom Vision as authorized in this              
Article VII.                                                                    

The indemnification provided by this Article VII shall not be deemed            
exclusive of any other rights to which those indemnified may be                 
entitled under the Articles of Incorporation, any bylaw, agreement,             
vote of shareholders or disinterested directors, or otherwise, and any          
procedure provided for by any of the foregoing, both as to action in            
his official capacity and as to action in another capacity while                
holding such office, and shall continue as to a person who has ceased           
to be a director, officer, employee, fiduciary or agent and shall               
inure to the benefit of heirs, executors, and administrators of such a          
person.                                                                         

A corporation may purchase and maintain insurance on behalf of any              
person who is or was a director, officer, employee, fiduciary or agent          
of Kingdom Vision or who is or was serving at the request of Kingdom            
Vision as a director, officer, employee, fiduciary or agent of another          
corporation, partnership, joint venture, trust, or other enterprise             
against any liability asserted against him and incurred by him in any           
such capacity or arising out of his status as such, whether or not              
Kingdom Vision would have the power to indemnify him against such               
liability under the provisions of this Article VII.                             

Item 25.  Other Expenses of Issuance and Distribution                           

Expenses in connection with the issuance and distribution of the                
common stock being registered hereunder other than underwriting                 
commissions and expenses, are estimated below.                                  

Registration fee                      $5,828.00                                 
Printing expenses                      5,000.00                                 
Accounting fees and expenses          15,000.00                                 
Legal fees and expenses               45,000.00                                 
State securities law fees                                                       
and expenses                       10,000.00                              
Stock Transfer Escrow Agent Fees       1,500.00                                 
Miscellaneous expenses                 2,000.00                                 
     ---------
Total                                 84,328.00                                 
     =========

Item 26.  Recent Sales of Unregistered Securities                               

On March 3, 2000, Kingdom Vision issued 2,000,000 Series A common               
shares for no consideration for services rendered in organizing the             
corporation at minimal value (less than $100) to Kingdom Vision to:             

Beyth Shan Foundational Ministries       1,200,000                              
Mark Hanby II                              200,000                              
Randall Worley                             200,000                              
Dale Hill                                  400,000                              

On March 8, 2000, Kingdom Vision issued 5,830,000 Series B common               
shares to its board of directors at $.02 per share (except for Beyth            
Shan, that paid $.01 per share).                                                

Name                 Number of Shares              Cash Received                
Beyth Shan           2,130,000                       21,300                     
Mark Hanby II          400,000                        8,000                     
Carl Thompson          400,000                        8,000                     
Arlen Best             300,000                        6,000                     
Eddie Long             400,000                        8,000                     
Dale Hill              500,000                       10,000                     
Randall Worley         400,000                        8,000                     
Earl Paulk             250,000                        5,000                     
Dale Bronner           300,000                        6,000                     
Marc Harris            250,000                        5,000                     
Carlton Pearson        250,000                        5,000                     
Clarence McClendon     250,000                        5,000                     

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On March 8, 2000, Kingdom Vision issued 385,000 Series B common shares          
to its executive pastor's council at $.10 per share.                            

Name                   Number of Shares            Cash Received                
Marva Mitchell          50,000                        5,000                     
Andrew Merritt          50,000                        5,000                     
Thomas Weeks            50,000                        5,000                     
Carlos Malone           50,000                        5,000                     
Kimble Knight           50,000                        5,000                     
Dell Sanchez            50,000                        5,000                     
Adolph Ludd             35,000                        3,500                     
Robert Gonzalez         50,000                        5,000                     

On March 8, 2000, Kingdom Vision issued 210,000 Series B common shares          
to its advisory board at $.10 per share (except for Anna Harmon at              
$.15 per share)                                                                 

Name                   Number of Shares            Cash Received                
Dean Baubach            50,000                         5,000                    
Ilene Andrews           50,000                         5,000                    
Reggie White            50,000                         5,000                    
Malcolm Crawford        10,000                         1,000                    
Anna Harmon             50,000                         7,500                    

The above issuances of Series A and Series B common shares to the               
board of directors, executive pastor's council and advisory board were          
made to sophisticated individuals pursuant to an exemption from                 
registration under Sec. 4(2) of the Securities Act of 1933.                     

During the second and third quarters of 2000, Kingdom Vision sold               
2,778,755 Series B common shares to non-affiliated individuals at $.40          
per share for an aggregate of $1,111,502.    During the third quarter           
of 2000, Kingdom sold 230,000 common shares to some of the current              
officers and directors and two non-affiliated individuals at $.40 per           
share for an aggregate of $90,000.   These sales were made in reliance          
on an exemption from registration pursuant to Section 505 of                    
Regulation D.   The required disclosure statement and financial                 
statement information was provided to each investor.   The total                
offering did not exceed the $5,000,000 limit provided in Rule 505.              
The sales were made to not more than 35 non-accredited investors.   No          
commissions were paid.   No general solicitation was utilized.   The            
offering was approved and/or exempted by the required states and the            
appropriate Form D was filed with the Securities and Exchange                   
Commission.                                                                     

Item 27.   Exhibit Index.                                                       

                                                                [Download Table]
                                                                      
(1)               Not Applicable                                      
(2)               Not Applicable                                      
(3)               Articles of Incorporation dated                     
                     March 3, 2000 incorporated by reference to       
                     Form SB-2                                        
(3.1)             Bylaws incorporated by reference to Form SB-2       
(4)               Specimen certificate for common stock incorporated  
                     by reference to Form SB-2                        
(5)               Consent and Opinion of Steven Allison, Esq.regarding
                     legality of securities registered under this     
                     Registration Statement and to the references to  
                     such attorney in the prospectus filed as part of 
                     this Registration Statement                      
(6)               Not Applicable                                      
(7)               Not Applicable                                      
(8)               Not Applicable                                      
(9)               Not Applicable                                      
(10)              Agreement with Chameleon Communications Group, Inc. 
                  dated May 23, 2000 incorporated by reference to Form
                    SB-2                                              
(10.1)            Executed Contract for Option to Purchase Interest in
                  ISP-Live.com dated May 22, 2000 incorporated by     
                     reference to Form SB-2                           
(10.2)            Agreement for Termination of Contract for Option To 
                     Purchase Interest dated March 26, 2001           
(11)              Not Applicable                                      
(12)              Not Applicable                                      
(13)              Not Applicable                                      
(14)              Not Applicable                                      
(15)              Not Applicable                                      
(16)              Not Applicable                                      
(17)              Not Applicable                                      
(18)              Not Applicable                                      

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(19)              Not Applicable                                      
(20)              Not Applicable                                      
(21)              Not Applicable                                      
(22)              Not Applicable                                      

(23)              Consent of Hogan & Slovacek                         

(24)               Not Applicable                                     
(25)              Not Applicable                                      
 (26)              Not Applicable                                     
(27)              Financial Data Schedule                             
(28)              Not Applicable                                      

Item 28.   Undertaking.                                                         

The undersigned registrant hereby undertakes:                                   

(a)(1)   To file, during any period in which offers or sales are being          
made, a post-effective amendment to this Registration Statement:                

(i) To include any prospectus required by Section 10(a)(3) of the               
Securities Act of 1933;                                                         

(ii) To reflect in the prospectus any facts or events which,                  
individually or together, represent a fundamental change in the                 
information in the registration statement.   Notwithstanding the                
foregoing, any increase or decrease in volume of securities offered             
(if the total dollar value of securities offered would not exceed that          
which was registered) and any deviation form the low or high end of             
the estimated maximum offering range may be reflected in the form of            
prospectus filed with the Commission pursuant to Rule 424(b) if, in             
the aggregate, , the changes in volume and price represent no more              
than a 20% change in the maximum aggregate offering price set forth in          
the "Calculation of Registration Fee" table in the effective                    
registration statement; and                                                     

(iii) To include any additional or changed material information on the          
plan of distribution.                                                           

(2)  That, for the purpose of determining any liability under the               
Securities Act, we shall treat each such post-effective amendment as a          
new registration statement of the securities offered, and the offering          
of the securities at that time shall be deemed to be the initial bona           
fide offering.                                                                  

(3)  To file a post-effective amendment to remove from registration             
any of the securities that remain unsold at the end of the offering.            

(b)  to supplement the prospectus, after the end of the subscription            
period, to include the results of the subscription offer, the                   
transactions by the underwriters during the subscription period, the            
amount of unsubscribed securities that the underwriters will purchase           
and the terms of any later reoffering.   If the underwriters make any           
public offering of the securities on terms different from those on the          
cover page of the prospectus, we shall file a post-effective amendment          
to state the terms of such offering.                                            

(c)  Not applicable.                                                            

(d)  to provide to the underwriter at the closing specified in the              
underwriting agreement certificates in such denominations and                   
registered in such names as required by the underwriter to permit               
prompt delivery to each purchaser.                                              

(e)   Insofar as indemnification for liabilities arising under the              
Securities Act of 1933 may be permitted to directors, officers and              
controlling persons of the small business issuer pursuant to the                
foregoing provisions, or otherwise, the small business issuer has been          
advised that in the opinion of the Securities and Exchange Commission           
such indemnification is against public policy as expressed in the Act           
and is, therefore, unenforceable.                                               

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SIGNATURES                  

Pursuant to the requirements of the Securities Act of 1933, as                  
amended, the Registrant has duly caused this Registration Statement to          
be signed on its behalf by the undersigned, thereunto duly authorized           
in Fort Mill, South Carolina, as of the 17th day of April, 2001.                

Kingdom Vision Network, Inc.                                                    

By  /s/ Randall Worley                                                          
------------------------                                                
Randall Worley                                                          
President and Director                                                  

Pursuant to the requirements of the Securities Act of 1933, as                  
amended, this Registration Statement has been signed below by the               
following persons in the capacities and on the dates indicated and              
each of the undersigned persons, in any capacity, hereby severally              
constitutes a majority of the Board of Directors.                               

                                                                [Download Table]
Signature                          Title                    Date      
---------                         ------                    -----     
                                                                      
/s/ Dr. Mark Hanby             Chairman and CEO     April 17, 2001    
----------------------                                                
Dr. Mark Hanby                                                        

/s/ Randall Worley                                                    
----------------------        President and Director April 17, 2001   
Randall Worley                                                        

/s/ Dale Hill                                                         
---------------            Senior Vice President     April 17, 2001   
Dale Hill                        and Director                         

/s.Carl Thompson                                                      
-----------------       Senior Vice President/Director  April 17, 2001
Carl Thompson                                                         

/s/Mark D. Hanby, II                                                  
-------------------        Executive Vice President   April 17, 2001  
Mark D. Hanby, II                COO                                  

/s/Arlen Best                                                         
-----------------       Vice President of Marketing  April   , 2001   
Arlen Best                       and Director                         

/s/Dale Bronner                                                       
--------------------         Director                April   , 2001   
Dale Bronner                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
		7/31/05		12		30			None on these Dates
		3/8/03		31
		12/31/01		4		32
		6/30/01		4		15
Filed on:		4/27/01
		4/17/01		37
		3/31/01		31
		3/26/01		11		35
		3/16/01		23		24
		12/31/00		5		32
		12/29/00		2
		8/1/00		12		30
		7/1/00		30
		5/23/00		12		35
		5/22/00		11		35
		4/17/00		1
		3/23/00		12
		3/8/00		34		35
		3/3/00		12		35
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