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Kingdom Vision Network Inc · SB-2 · On 6/23/00

Filed On 6/23/00 11:18am ET · SEC File 333-39942 · Accession Number 1014897-0-160

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/23/00  Kingdom Vision Network Inc        SB-2                   7:50                                     Walker Jody M/FA

Registration of Securities by a Small-Business Issuer · Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        30    106K 
                          Issuer                                                 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      3     12K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws     13     73K 
 4: EX-4        Instrument Defining the Rights of Security Holders     1      5K 
 5: EX-5        Opinion re: Legality                                   1      6K 
 6: EX-24       Power of Attorney                                      1      5K 
 7: EX-27       Financial Data Schedule                                1      5K

SB-2 · Registration of Securities by a Small-Business Issuer
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Calculation of Registration Fee Exhibit Index Indemnification of Directors and Officers Other Expenses of Issuance and Distribution Recent Sales of Unregistered Securities Undertaking
1	1st Page - Filing Submission
"	Calculation of Registration Fee
27	Item 24. Indemnification of Directors and Officers
28	Item 25. Other Expenses of Issuance and Distribution
"	Item 25. Recent Sales of Unregistered Securities
"	Item 27. Exhibit Index
29	Item 28. Undertaking

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2
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2000            

REGISTRATION NO. 333-                                                           

SECURITIES AND EXCHANGE COMMISSION                        
WASHINGTON, D.C. 20549                        

FORM SB-2                     

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 

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

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

6727 Heritage Business Court, Suite 722                         
Chattanooga, TN    37421                            
(423) 510-8383                            
(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:                                                                      
Jody M. Walker, Esq.                        Malcolm D. Crawford, Esq.           
7841 South Garfield Way                     3631 E. 7th Ave. Pkwy.              
Littleton, CO 80122                         Denver, Colorado 80206              
(303) 850-7637                             (303) 388-7752                       
(303) 220-9902 - facsimile                 (303) 388-7755 - facsimile           

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             

Each Series KV voting preferred share is convertible into one                   
Series B common share commencing July 1, 2001.                                  

We are a Christian based for-profit corporation and are                         
developing a national television network for anointed ministry                  
and spiritual dialogue covering the Kingdom with a broad basis                  
of contemporary subject matter.                                                 

_________________________                                                       

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

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                       
Underwriting                                                                    
Commissions                  .15             1,050,000                    
Proceeds to Kingdom Vision    $2.85           $19,950,000                       

_________________________                                                       

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:  May 31, 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            
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 2033 East Warner Road, Suite 112, Tempe,                         
Arizona 85284.   These executive and administrative offices                     
are approximately 1,500 square feet with a rental of $2,700                     
per month for a three-year period.                                              

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.                                                                    

Outstanding                                                                     
Securities    There are presently outstanding 2,000,000                   
Series A common shares and 6,502,000 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.                                                   

Operations   We are developing a Christian entertainment                        
television network.  This television/multimedia network has                     
recently been launched by Dr. Mark Hanby, founder and chairman                  
of the board of directors, along with several other high                        
profile leaders from around the United States.  The mission of                  
Kingdom Vision is to develop and provide a platform for                         
anointed ministry and spiritual dialogue covering the Kingdom                   
while providing 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.                                                                        

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                  
July 1, 2001.                                                                   

Arbitrary Offering Price  The aggregate offering price and                      
number of the units to be offered was arbitrarily determined                    
by Kingdom Vision.                                                              

Plan of Distribution   The Series KV preferred are being                        
offered on a "best efforts" basis by Gilchrist Securities                       
Company, Inc., a registered broker-dealer with the National                     
Association of Securities Dealers, Inc. with offices in                         
Atlanta, Georgia and Birmingham, Alabama.                                       

Gilcrest has received $10,000 and will receive an additional                    
$40,000 during the course of the offering for expenses plus a                   
5% commission on sales made by Gilcrest.  Additionally,                         
Gilcrest will receive options to purchase 50,000 Series B                       
common shares at the option price of $5.50 per Series B share                   
expiring December 31, 2002.                                                     

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 television production and general corporate purpose.                        

Kingdom Vision will use the net proceeds of the offering over                   
the next twelve months.                                                         

Access to Information   We will afford prospective investors                    
the opportunity to ask questions concerning the terms of this                   
offering.   We will also provide any additional information                     
that we have in our possession (or which we can acquire                         
without unreasonable effort or expense) that is necessary to                    
verify the accuracy of any information set forth in this                        
memorandum and its exhibits.                                                    

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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.                                                    

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 an operating loss of approximately $100,000 for the                        
period from inception to April 30, 2000.                                        

2.   Our Christian philosophy may limit our ability to                          
compete.                                                                        

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.                                                               

3.   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.                      

4.   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.                           

5.   We have made forward-looking statements that may not                       
prove to be correct.                                                            

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.                  

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6.   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 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.                       

Kingdom Vision      

General 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 2033 East Warner Road, Suite 112, Tempe,                         
Arizona 85284.   These executive and administrative offices                     
are approximately 1,500 square feet with a rental of $2,700                     
per month for a three-year period.                                              

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.                                                                    

Synopsis and Summary of Television Production                                   

The following is a narrative of a basic description for the                     
layperson on how television and cable systems work.                             

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

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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.                                                                  

The Kingdom Vision Network Distinction                                          

What makes Kingdom Vision Network different from other                          
television networks is our philosophy of developing made-for-                   
television programs not carried by any other network, and the                   
allure, spontaneity and charisma behind live-broadcast events.                  
Kingdom Vision Network will have daily live, as-it-happens                      
broadcasts from around the United States.  Many of these live                   
broadcasts will then be re-aired at a later time.  With the                     
mixture of drama, teaching, family-values programming, music,                   
comedy and sports, Kingdom Vision Network will have a look and                  
character unique and distinct from any other network.                           

With mass appeal, from the adolescent to the senior citizen,                    
Kingdom Vision Network is anticipated to reach a broad-                         
spectrum audience.  Because of the relationships Kingdom                        
Vision Network has with sports personalities, educators and                     
theologians, program production companies and music companies,                  
Kingdom Vision Network believes it has the ability to launch                    
rather quickly through its network of ministries and sporting                   
event represented by Kingdom Vision's management.                               

Production Facilities and Transponders                                          

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

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.                                                         

Our television blue print planning is for the creation of                     
several production facilities complete with all required                        
equipment, both fixed and mobile.                                               

Instead of the extensive and expensive cost of purchasing new                   
equipment, 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,                     
extensive 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.                                                                      

The cost of remote trucks run from the least expensive, which                   
is $750,000, to the most expensive of the four, which we have,                  
is about $1.8 Million.  However, because we are using it on a                   
per-use basis, at some point, we will buy that equipment for                    
our own remote facilities, but for now we will lease this                       
equipment to get started.                                                       

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.                      

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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 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.  Very often                      

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that could mean 30 to 40 million homes.  A network attempts to                  
sign-up with an MSO because that brings you so many more homes                  
than trying to go to each small system individually.                            
Obviously, our goal is to go after the MSOs.                                    

We are looking at many ways to create both horizontal and                       
vertical markets, which 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.                                                                  

-   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.                                   

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

Further, the Federal Communications Commission has mandated                     
that all television signals convert from analog to digital                      
and, depending on whether you're a broadcaster or cable                         
company determines when that has to happen.  Since the                          
industry is going that way, by coming out in a digital mode,                    
we're going to be ahead of some and right in line with the                      
leaders.                                                                        

Our philosophy is based on the "weak-link" in television                        
programming 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                                          

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-   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               20%                                  
Sitcoms, Mini-Series & Movies           15%                                     
News                                    10%                                     
Sports & Outdoors                              10%                              
Business & Technology                   10%                                     
Health & Family                         10%                                     
Children's Programming                  10%                                     

MARKETING                                                                       

Kingdom Vision Technology, Inc.                                                 

Kingdom Vision will continue to use our affiliated company                      
Kingdom Vision Technology, Inc. Internet Access: SDEye.com. or                  
by the use of its own domain name, Kingdom Vision proposes                      
that the Promise Vision web site as well as our own virtual                     
web site will promote the Kingdom Vision Network.                               

REVENUE SOURCES                                                                 

Our directors, Arlen Best and Reggie White, who are also the                    
executive officers of Kingdom Vision Technology 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.                                 

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

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Kingdom 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 Kingdom 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.                                  

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                                                             

We have developed strategic alliances with all of the                           
Christian ministries associated with our board of directors                     
and National Executive Council.                                                 

COMPETITION                                                                     

Network television is dominated by NBC, ABC, and CBS, with                      
approximately 30 percent of the television-viewing public                       
watching those stations during a part of the day.  A similar                    
percentage watches their local stations and FOX Broadcasting,                   
with approximately 20 percent for Discovery and ESPN/ESPN2.                     
HBO and PBS command approximately 15 percent and 13 percent,                    
respectively, and CNN, TBS, and A&E command approximately 10                    
percent.  The networks with lesser viewing are USA Network,                     
Nickelodeon, Cinemax, Disney, TNN, Showtime, History, Weather,                  
Comedy Central, Movie Channel, and the Cartoon Network (in a                    
descending order of percentages).  However, Kingdom Vision                      
Network anticipates appealing to a substantial number of                        
viewers who not only watch the above networks, but also are                     
devoted to religious channels.                                                  

USE OF PROCEEDS               

Assuming the maximum $21,000,000 of the Series KV preferred                     
stock are sold, the net proceeds of the offering will be used                   
as set forth in the following table.                                            

                                                        [Enlarge/Download Table]

                            Assuming                          Assuming                 
                         $21,000,000 raised       %       $10,000,000 raised        %  
                                                                                       
Gross proceeds             $21,000,000          100.00%        $10,000,000      100.00%
Commissions                  1,050,000            5.00%            500,000        5.00%
Offering expenses               84,328             .004$            84,328         .84%
                            ----------       ----------        -----------    -------- 
Net proceeds               $19,865,672           94.60%        $ 9,415,672       94.16%

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              6,503,672          30.97%          1,303,672       13.04% 

      Total Expended       $19,865,672          94.60%         $9,415,672       94.16% 

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 obtain                          
additional sources of capital.                                                  

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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.                        

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 private business                               
transactions.  Any sales under Rule 144 after the applicable                    
holding period may have a depressive effect upon the market                     
price of our securities and investors in this offering upon                     
conversion.                                                                     

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

You should read this discussion together with the financial                     
statements and other financial information included in this                     
prospectus.                                                                     

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 initial working                      
capital from 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.                                

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.                   

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

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 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.                                             

PLAN OF DISTRIBUTION                                  

Determination of Aggregate Offering Price.  The offering price                  
and other terms of the Series KV preferred shares were                          
arbitrarily determined by Kingdom Vision.                                       

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Plan of Distribution.  The Series KV preferred are being                        
offered on a best efforts basis by Gilchrist Securities                         
Company, Inc., a registered broker-dealer with the National                     
Association of Securities Dealers, Inc. with offices in                         
Atlanta, Georgia and Birmingham, Alabama.                                       

Gilcrest has received $10,000 and will receive an additional                    
$40,000 during the course of the offering for expenses plus a                   
5% commission on sales made by Gilcrest.  Additionally,                         
Gilcrest will receive options to purchase 50,000 Series B                       
common shares at the option price of $5.50 per Series B share                   
expiring December 31, 2002.                                                     

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:                                                    

                                                                [Download Table]
                                                              
Name                              Position                    

Dr. Mark Hanby, age         Chairman and Chief Executive      
Officer                                                       
Randall Worley, age                 President and Director    
Dale Hill, age              Senior Vice President/Technical   
                                Productions and Director      
Carl Thompson, age        Senior Vice President/Corporate     
Development                                                   
Mark D. Hanby, II, age            Executive Vice President    
                                 Chief Operations Officer     
Arlen Best, age          Vice President Marketing/Public      
Relations                                                     
Dale Bronner, age                          Director           
Marc Harris, age                           Director           
Eddie Long, age                            Director           
Clarence McClendon, age                    Director           
Earl Paulk, age                            Director           
Carlton Pearson, age                       Director           
Malcolm Crawford, age 69                   Director           

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   

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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 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   

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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 Edmonds, 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.                                      

Malcolm D. Crawford, General Counsel (ex-officio member of the
Board) is president of his Denver-based national corporate    
finance and securities law firm (since 1960). Mr. Crawford    
served as Legal/Financial Attache to the American Embassy in  
London, England, and Paris, France through presidential       
appointment; as Associate Professor of Law at the Universities
of San Francisco and Denver Law School; and was a member of   
the Department of Economics at Yale College and Albertus      
Magnus College (New Haven, Connecticut).  Mr. Crawford has    
been awarded a B.A. Degree in Economics/Finance (with Honors) 
from the University of Colorado; an M.A. Degree from          
Harvard/Tufts Fletcher School of International Law and        
Diplomacy and a J.D. Degree from the Yale Law School.         

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  

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top student in the field of religion.  He is presently working
towards his Doctor of Ministry Degree from Christian Life     
School of Theology.                                           

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     

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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 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            

Remuneration.  Initial compensation to the executive officers                   
is anticipated to be limited to only a $8,000 monthly salary                    
for Mark D. Hanby, II for his services as Executive Vice                        
President and Chief Operations Officer.  The Broadcast Group,                   
Inc. (Dale Hill, President) will receive $8,000 a month for                     
consulting fees.                                                                

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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.                                            

There are currently 2,000,000 Series A common shares and                        
6,502,000 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 memorandum,                       
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       32.76%  
P.O. Box 8093                              1,200,000 Series A       60.00%   
Chattanooga, TN 37414                                                        

Dale Hill                                    500,000 Series B       7.69%    
P.O. Box 6986                                400,000 Series A      20.00%    
Chesapeak, VA 23323                                                          

Eddie Long                                   400,000 Series B       6.15%    
2778 Snnapfinger Road                                                        
Decatur, GA 30034                                                            

Randall Worley                               400,000 Series B       6.15%    
9149 Henry Harris Road                       200,000 Series A      10.00%    
Ft. Mill, SC 29715                                                           

Carl Thompson                                400,000 Series B       6.15%    
3600 Eagles Landing                                                          
Jones, OK 73049                                                              

Mark Hanby II                                400,000 Series B       6.15%    
3752 E. Tanglewood                           200,000 Series A      10.00%    
Phoenix, AZ 85048                                                            

Dale Bronner                                 300,000 Series B       4.61%    
8959 Peach Ct.                                                               
Jonesboro, GA 30236-5359                                                     

Arlen Best                                   300,000 Series B       4.61%    
1905 Ridge Crest Road                                                        
Edmond, OK                                                                   

Earl Paulk                                   250,000 Series B       3.84%    
1000 Cathedral Place                                                         
Decatur, GA 30034                                                            

Clarence McClendon                           250,000 Series B       3.84%    
2600 South Labrea Avenue                                                     
Los Angeles, CA 90016                                                        

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Marc Harris                                  250,000 Series B       3.84%    
438 English Ivy Drive                                                        
Nashville, TN 37211                                                          

Carlton Pearson                              250,000 Series B       3.84%    
8621 South Memorial Drive                                                    
Tulsa, OK 74133-4308                                                         

All Directors & Officers                                                     
as a group (12 persons)                    5,830,000 Series B      89.66%    

-------------------                                                          
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, and will be, issued for                   
services rendered in lieu of payment of cash received by the                 
recipient and in lieu of cash payments made by the recipients.               

                  DESCRIPTION OF COMPANY SECURITIES                          

Kingdom Vision is authorized to issue 10,000,000 Series A                    
common shares, no par value per share, 40,000,000 Series B                   
common shares, no par value per share, and 25,000,000                        
preferred shares.  As of the date hereof, there are 2,000,000                
Series A common shares outstanding, 6,502,000 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.  As a result, the existing Series A                
shareholders of Kingdom Vision have the power to retain                      
control over Kingdom Vision, despite any accumulation of                     
common stock pursuant to this offering.                                      

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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.                                                     

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

                            LEGAL MATTERS                                    

Certain legal matters with respect to the issuance of the                    
securities offered hereby will be passed upon by the law firm                
of Malcolm D. Crawford and Associates, 3631 East Seventh                     
Avenue Parkway, Denver, Colorado  80206.                                     

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                    
March 8, 2000 have been audited by John M. Arledge &                         
Associates, Inc., certified public accountants.                              

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INDEPENDENT AUDITOR'S REPORT                                                 

To the Board of Directors of                                                 
Kingdom Vision Network, Inc.                                                 

We have audited the accompanying balance sheet of Kingdom                    
Vision Network, Inc. (the "Company") as of March 8, 2000, and                
the related statements of operations, shareholders' equity,                  
and cash flows for the period then ended.  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 generally accepted                 
auditing standards.  Those standards require that we plan and                
perform the audit to obtain reasonable assurance about whether               
the financial statements are free of material misstatement.                  
An audit includes examining, on a test basis, evidence                       
supporting the amounts and disclosures in the financial                      
statements.  An audit also includes assessing the accounting                 
principles used and significant estimates made by management,                
as well as evaluating the overall financial statement                        
presentation.  We believe that our 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 March 8, 2000,                
and the results of its operations and cash flows for the                     
period then ended in conformity with generally accepted                      
accounting principles.                                                       

John M. Arledge & Associates, Inc.                                           
Edmond, Oklahoma                                                             
March 13, 2000                                                               

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KINGDOM VISION NETWORK, INC                                                  
BALANCE SHEET                                                                
MARCH 8, 2000                                                                

ASSETS                                                                       

Cash                          $157,300                                       
Prepaid Expenses                10,000                                       
Total Assets                  $167,300                                       

LIABILITIES AND EQUITY                                                       
Shareholder payable             10,000                                       
Total Liabilities               10,000                                       
Common Stock                   157,300                                       
Total Liabilities and Equity    167,300                                      

See accompanying notes and independent auditor's report.                     

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KINGDOM VISION NETWORK, INC                                                  
STATEMENT OF OPERATIONS                                                      
For the initial Period March 3 through March 8, 2000.                        

Total Revenue                         None                                   

Total Expenses                        None                                   

Net Income                            None                                   

See accompanying notes and independent auditor's report.                     

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KINGDOM VISION NETWORK, INC                                                  
STATEMENT OF SHAREHOLDERS EQUITY                                             
For the initial Period March 3 through March 8, 2000.                        

Beginning Balance                      None                                  
Net Income                             None                                  
Issuance of Common Stock            157,300                                  

Total shareholder's Equity         $157,300                                  

See accompanying notes and independent auditor's report.                     

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KINGDOM VISION NETWORK, INC                                                  
STATEMENT OF CASH FLOWS                                                      
For the initial Period March 3 through March 8, 2000.                        

Cash flows from operating activities         None                            
Cash flows from investing activities         None                            
Cash flows from financial activities                                         
Issuance of Common Stock                   157,300                           
Net cash provided by financing activities  157,300                           

Net increase in cash                       157,300                           
Cash at beginning of period                      -                           
Cash at end of period                      157,300                           

See accompanying notes and independent auditor's report.                     

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KINGDOM VISION NETWORK, INC.                                                 

NOTES TO FINANCIAL STATEMENTS                                                
March 8, 2000                                                                

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                               

A.  REPORTING ENTITY                                                         

Kingdom Vision Network, Inc. (the "Company") was incorporated                
in the State of Colorado on March 3, 2000.  The principal                    
business of the Company is to provide religious and moral                    
electronic services, including a national television network,                
communications services and family-oriented products.                        

B.  BASIS OF ACCOUNTING                                                      

The Company prepares its financial statements on the accrual                 
basis of accounting and in accordance with generally accepted                
accounting principles.                                                       

C.  CASH AND CASH EQUIVALENTS                                                

The Company has defined cash and cash equivalents as cash and                
investment items having an original maturity of three months or less         
when purchased.                                                              

2.  CAPITALIZATION                                                           

The Company is authorized to issue 50,000,000 shares of common stock,        
no par value, and 25,000,000 shares of preferred stock, no par value.        
As of March 8, 2000, there are 6,425,000 Series B common shares issued       
and outstanding.                                                             

The Board of Directors have authorized a Private Placement Memorandum        
be filed with the Securities and Exchange Commission pursuant to             
Regulation D, Section 505 of the Securities Act of 1933 as amended for       
an aggregate of not less than $3,000,000.                                    

In addition, the Board of Directors has authorized the Company to take       
stock subscriptions with said funds to be placed in an escrow account        
at a bank to be designated and released into the Corporation's               
treasury at such time as the subscribers have received their copy of         
the Private Placement Memorandum and have executed the subscription          
agreement that is attached to the Private Placement Memorandum.              
Subsequent to the balance sheet date, $30,500 has been received.             

3.  EMPLOYEE INCENTIVE STOCK OPTION PLAN                                     

The shareholders and the 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.                           

4.  RELATED PARTY TRANSACTION                                                

The Company has recorded the sum of $10,000 paid for the                     
initial preparation of the Private Placement Memorandum by a member of       
the Board of Directors, properly recorded as prepaid legal expense and       
shareholder payable on the balance sheet.                                    

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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 25.  Recent Sales of Unregistered Securities                            

The Company's shares of Series A and Series B common stock were issued       
to management and advisory board members for no cash consideration,          
but for services rendered in reliance upon the except transactions           
section contained in Sections 4(2) and 4(6) of the Securities Act of         
1933, and comparable state regulations.                                      

Item 27.   Exhibit Index.                                                    

                                                                [Download Table]
                                                                   
(1)               Not Applicable                                   
(2)               Not Applicable                                   
(3)               Articles of Incorporation dated                  
                     March 3, 2000                                 
(3.1)             Bylaws                                           
(4)               Specimen certificate for common stock            
(5)               Consent and Opinion of Malcolm Crawford 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)              Not Applicable                                   
(11)              Not Applicable                                   
(12)              Not Applicable                                   

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(13)              Not Applicable                                   
(14)              Not Applicable                                   
(15)              Not Applicable                                   
(16)              Not Applicable                                   
(17)              Not Applicable                                   
(18)              Not Applicable                                   
(19)              Not Applicable                                   
(20)              Not Applicable                                   
(21)              Not Applicable                                   
(22)              Not Applicable                                   
(23)              Not Applicable                                   
(24)              Consent of John M. Arledge & Associates, Inc.,   
(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 31st day of May, 2000.                  

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          May 31, 2000
----------------------                                               
Dr. Mark Hanby                                                       

/s/ Randall Worley                                                   
----------------------        President and Director     May 31, 2000
Randall Worley                                                       

/s/ Dale Hill                                                        
---------------            Senior Vice President         May 31, 2000
Dale Hill                        and Director                        

/s.Carl Thompson                                                     
-----------------       Senior Vice President/Director   May 31, 2000
Carl Thompson                                                        

/s/Mark D. Hanby, II                                                 
-------------------        Executive Vice President      May 31, 2000
Mark D. Hanby, II                COO                                 

/s/Arlen Best                                                        
-----------------          Vice President of Marketing   May 31, 2000
Arlen Best                       and Director                        

/s/Dale Bronner                                                      
--------------------         Director                    May 31, 2000
Dale Bronner                                                         

/s/Marc Harris                                                       
--------------------         Director                    May 31, 2000
Marc Harris                                                          

/s/Eddie Long                                                        
--------------------         Director                    May 31, 2000
Eddie Long                                                           

/s/Clarence McClendon                                                
--------------------         Director                    May 31, 2000
Clarence McClendon                                                   

/s/Earl Paulk                                                        
--------------------         Director                    May 31, 2000
Earl Paulk                                                           

/s/Carlton Pearson                                                   
--------------------         Director                    May 31, 2000
Carlton Pearson

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SB-2 Filing	Date	First	Last	Other Filings

	3/3/00	26	28
	3/8/00	20	26
	3/13/00	21
	4/30/00	5
	5/31/00	1	30
Filed On / Filed As Of	6/23/00
	6/30/01	13
	7/1/01	2	4
	12/31/02	4	13

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Kingdom Vision Network Inc · SB-2 · On 6/23/00

Filed On 6/23/00 11:18am ET · SEC File 333-39942 · Accession Number 1014897-0-160

Registration of Securities by a Small-Business Issuer · Form SB-2Filing Table of Contents

SB-2 · Registration of Securities by a Small-Business IssuerDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Registration of Securities by a Small-Business Issuer · Form SB-2
Filing Table of Contents

SB-2 · Registration of Securities by a Small-Business Issuer
Document Table of Contents