8-K/A 1 form8ka.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2003 ------------- KINGDOM VENTURES, INC. (Exact name of registrant as specified in its charter) NEVADA (State of Other Jurisdiction of Incorporation) 000-32273 88-0419183 (Commission File Number) (IRS Employer Identification No.) 1045 STEPHANIE WAY MINDEN, NEVADA 89423 (Address of Principal Executive Offices) (Zip Code) (775) 267-2242 (Registrant's Telephone Number, Including Area Code) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On July 31, 2003, Kingdom Ventures, Inc., through its majority owned subsidiary Kingdom Communications Group, Inc., signed a definitive agreement under which it will acquired as of February 1, 2003, substantially all of the assets of Blue Hill Media, Inc. relating to the operation of a card-deck mailing system know as "Ministry Values for Growing Churches. The purchase price consists of $450,000 in cash, stock of Kingdom Ventures, Inc. and assumption of liabilities, and is subject to adjustment based on the value of the Kingdom Ventures, Inc. common stock during the next 180 days. Closing of the transaction is expected to occur on or before August 31, 2003. ITEM 7. EXHIBITS. The following Financial Statements for Blue Hill Media, Inc., d/b/a Ministry Values for Growing Churches are filed as pages F-1 through F-10 with this report. Independent Auditors Report F-1 Balance Sheet F-2 Statement of Operations and Retained Earnings F-3 Statement of Cash Flows F-4 Notes to Financial Statements F-5 The unaudited pro forma balance sheet and income statement of Kingdom Ventures, Inc. is filed as pages F-9 through F-10 with this report. The following documents are filed as an Exhibit to this report. 2.1* Asset Purchase Agreement dated July 31, 2003, between Blue Hill Media, Inc., a Virginia corporation and Kingdom Communications Group, Inc., a Nevada corporation. 99.1* Press release date August 4, 2003. * Filed with the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2003 and incorporated by reference herein. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. KINGDOM VENTURES, INC. Date: October 10, 2003 By: /s/ Gene Jackson -------------------------- Gene Jackson, President and Chief Executive Officer 2 WRINKLE, GARDNER & COMPANY, P.C. Certified Public Accountants P. O. Box 1707 Friendswood, Texas 77549 281-992-2200 Independent Auditor's Report ---------------------------- Board of Directors and Stockholders Blue Hill Media, Inc. DBA Ministry Values for Growing Churches We have audited the accompanying balance sheet of Blue Hill Media, Inc. DBA Ministry Values for Growing Churches as of July 31, 2003, and the related statements of operations and retained earnings and cash flows for the period from inception (December 13, 2002) to July 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Blue Hill Media, Inc. DBA Ministry Values for Growing Churches as of July 31, 2003, and the results of its operations and its cash flows for the period from inception (December 13, 2002) to July 31, 2003 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that Blue Hill Media, Inc. DBA Ministry Values for Growing Churches will continue as a going concern. As discussed in Note 5 to the financial statements, when a division of AMEN Properties, Inc., the Company suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. WRINKLE, GARDNER & COMPANY, P.C. October 8, 2003 F-1 BLUE HILL MEDIA, INC. DBA MINISTRY VALUES FOR GROWING CHURCHES BALANCE SHEET JULY 31, 2003

See accompanying summary of accounting policies and notes to financial statements. F-2 BLUE HILL MEDIA, INC. DBA MINISTRY VALUES FOR GROWING CHURCHES STATEMENT OF OPERATIONS AND RETAINED EARNINGS PERIOD FROM INCEPTION (DECEMBER 13, 2002) TO JULY 31, 2003

See accompanying summary of accounting policies and notes to financial statements. F-3 BLUE HILL MEDIA, INC. DBA MINISTRY VALUES FOR GROWING CHURCHES STATEMENT OF CASH FLOWS PERIOD FROM INCEPTION (DECEMBER 13, 2002) TO JULY 31, 2003

See accompanying summary of accounting policies and notes to financial statements. F-4 BLUE HILL MEDIA, INC. DBA MINISTRY VALUES FOR GROWING CHURCHES NOTES TO FINANCIAL STATEMENTS JULY 31, 2003 1. BUSINESS On December 13, 2002, Blue Hill Media, Inc. (Blue Hill) purchased certain assets from AMEN Properties, Inc. (AMEN) related to the direct mail advertising division of AMEN for a promissory note of $275,000 and a 3.5% net profits interest in the business' future gross margin. From that date forward, the operations of Blue Hill have been a distinct business which generates advertising revenue through the issuance of mailers called "card decks". Six times annually, Blue Hill will distribute these card decks to over 225,000 churches bringing awareness of over fifty ad clients' products in each mailing. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets, liabilities, sales, and expenses. Actual results could differ from the estimates used. CASH FLOW INFORMATION For cash flow purposes, cash includes cash equivalents such as time deposits, certificates of deposit, short-term investments and all highly liquid instruments with original maturities of three months or less. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of the Company's accounts receivable and accounts payable approximate their fair values due to the short-term maturities of these instruments. The fair value of long-term borrowings was estimated by discounting future cash flows, including interest payments, using rates currently available for debt of similar terms and maturities, based on Blue Hills credit standing and other market factors. As of July 31, 2003, the carrying amount of long-term borrowings approximates its fair value. ALLOWANCE FOR DOUBTFUL ACCOUNTS Management has determined that an allowance of $6,000 for doubtful accounts is necessary as of July 31, 2003. PROPERTY AND EQUIPMENT Property and equipment are presented at cost. Depreciation is computed at rates sufficient to amortize the cost of the assets over their estimated useful lives of five years, using the straight-line method. INCOME TAXES The Company follows the liability method for deferred income taxes as required by the provisions of SFAS No. 109, "Accounting for Income Taxes." SEGMENT AND GEOGRAPHIC INFORMATION Blue Hill operates in one principal business segment across domestic markets in the United States. F-5 CONCENTRATIONS OF CREDIT RISK As of July 31, 2003, there were no customers that represented a significant percentage of sales or accounts receivable. Concentrations with respect to trade receivables are generally limited due to the Company's number of customers and their geographic and economic dispersion. Financial instruments that potentially subject the Company to credit risks consist primarily of accounts receivable. IMPAIRMENT OF LONG-LIVED ASSETS Blue Hill reviews the carrying values of its long-lived and identifiable intangible assets for possible impairment, at least annually, or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. NEW ACCOUNTING STANDARDS Blue Hill accounts for goodwill under Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. Under SFAS No. 142, goodwill is no longer amortized but is tested for impairment using a fair value approach. An impairment charge is recognized for any amount by which the carrying amount of goodwill exceeds its fair value. Discounted cash flows are used to establish fair values. Blue Hill adopted the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The adoption of SFAS No. 144 has not had a material effect on Blue Hill's financial statements. Blue Hill adopted the provisions of SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure." SFAS No. 148 provides alternative methods of transition to SFAS No. 123, "Accounting for Stock-Based Compensation, " fair value method of accounting for stock-based employee compensation if a company elects to adopt these provisions. SFAS No. 148 also specifies required disclosures of an entity's accounting policy with respect to stock-based employee compensation on reported net earnings and earnings per share in annual and interim financial statements. Blue Hill adopted the provisions of the EITF Issue No. 02-17, "Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination." EITF Issue No. 02-17 addresses the intangible asset recognition criteria of SFAS No. 141, "Business Combinations," and provides that an intangible asset related to customer relationship intangibles may exist even thought the relationship is not evidenced by a contract. The adoption of this consensus resulted in $257,000 being recorded as an intangible asset apart from goodwill. F-6 REVENUE RECOGNITION Blue Hill recognizes advertising revenue when the card deck is finalized at the printer. SHIPPING AND HANDLING COST Shipping and handling costs include postage and delivery costs associated with the delivery of card deck mailings to customers. These costs are included in cost of goods sold. 3. FEDERAL INCOME TAXES There has been no provision for U.S. federal or state taxes for the period because it is anticipated that Blue Hill will incurred losses in all periods and for all jurisdictions. Deferred income taxes reflect the net tax affects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. No deferred income taxes exist as of July 31, 2003. 4. LONG-TERM DEBT The note payable is to AMEN in the original amount of $275,000. The note bears interest at 6% per annum and is secured by receivables, property and equipment, customer mailing list and printing contract with Solar Communications. Quarterly installments began April 10, 2003, equal to 20% of the gross margin of the company's operations for the prior calendar quarter, except that the payment due on each January 10 shall be the greater of such 20% or the amount necessary to cause the total of the quarterly payments for the prior calendar year to equal $50,000, with all remaining unpaid principal and interest due on January 10, 2010. Future maturities of long-term debt are estimated as follows as of July 31, 2003: 2004 $ 50,000 2005 50,000 2006 50,000 2007 50,000 2008 50,000 Thereafter 9,646 --------------- $ 259,646 =============== 5. GOING CONCERN These statements are presented on the basis that Blue Hill is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. While a division of AMEN, the Company incurred substantial losses. Management plans to fund upcoming operations through advances from its parent company, Kingdom Ventures, Inc. Should Blue Hill need additional financing, management intends to raise the additional capital through public and/or private equity and/or debt financing. F-7 KINGDOM VENTURES, INC. (FORMERLY LEGENDS OF THE FAITH, INC.) UNAUDITED PRO FORMA BALANCE SHEET JULY 31, 2003

Pro forma adjustments reflect intangible asset recorded related to customer list and issuance of common stock as if transaction had occurred February 1, 2003 and includes all material adjustments considered necessary by management for presentation in accordance with generally accepted accounting principles. F-8 KINGDOM VENTURES, INC. (FORMERLY LEGENDS OF THE FAITH, INC.) UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JULY 31, 2003

The unaudited pro forma statement of operations for the six months ended July 31, 2003 reflects the acquisition by Kingdom Ventures, Inc. of Blue Hill Media, Inc. on July 31, 2003 as if it had occurred on February 1, 2003. The unaudited pro forma statement of operations presented above should be read along with the consolidated financial statements filed on Form 10K-SB as of and for the year ended January 31, 2003 of Kingdom Ventures, Inc. The pro forma financial data do not purport to represent what Kingdom Ventures, Inc.'s consolidated financial position or results of operations would actually have been if such transaction in fact had occurred on February 1, 2003 and are not necessarily representative of Kingdom Ventures, Inc.'s consolidated financial position or results of operations for any future period. Since the acquired entity was not under common control of management prior to its acquisition by Kingdom Ventures, Inc., the historical consolidated results may not be comparable to, or indicative of, future performance. F-9 EXHIBIT INDEX 2.1* Asset Purchase Agreement dated July 31, 2003, between Blue Hill Media, Inc., a Virginia corporation, and Kingdom Communications Group, Inc., a Nevada corporation. 99.1* Press release date August 4, 2003. *Incorporated by reference to the exhibits filed with the Current Report on Form 8-K on August 7, 2003. 3

KINGDOM VENTURES INC 8-K/A