UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 30, 2005
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Kirshner Entertainment & Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
000-24977 65-1053546
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(Commission File Number) (IRS Employer Identification No.)
No. 476 Hutai Branch Road, Baoshan District, Shanghai, China 200436
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(Address of Principal Executive Offices) (Zip Code)
(86)21-56689332
(Registrant's Telephone Number, Including Area Code)
5200 N.W. 33rd Avenue, Suite 215, Ft. Lauderdale, FL 33309
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[__] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[__] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[__] Pre-commencement communications pursuant to Rule 133-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIIES
On June 30, 2005, the Company completed an approximate $300,000
financing consisting of 375,345 shares of its 6% Series A Preferred Stock, and
common stock purchase warrants to purchase an additional 3,753,450 shares. Each
share of 6% Series A Preferred Stock is convertible into 10 shares of common
stock. Each warrant entitles the holder to purchase one share of common stock
for a period of five years, at an exercise price of $.10 per share, subject to
adjustment. The net proceeds from the transaction will be used for general
working capital purposes.
To the extent that the investors continue to own the 6% Series A
Preferred Stock, shares or warrants, the Company has agreed to issue the
investors additional shares and/or warrants to protect against the Company's
future issuance of common stock or securities convertible into common stock at
less than the $.08 per share conversion price of the preferred stock and/or $.10
per share exercise price of the warrants, respectively. In addition, the Company
also granted the holders piggy-back registration rights covering the shares of
its common stock underlying the preferred stock and warrants.
The shares and warrants were sold to a total of 12 investors, two of
whom the Company had reasonable grounds to believe was an "accredited investor"
within the meaning of Rule 501 of Regulation D under the Securities Act of 1933,
as amended (the "Securities Act") and 10 who were "sophisticated" within the
meaning of federal securities laws. Each investor was provided access to
business and financial about the Company and had such knowledge and experience
in business and financial matters that it was able to evaluate the risks and
merits of an investment in the Company. Each certificate evidencing securities
issued to the investors included a legend to the effect that the securities were
not registered under the Securities Act and could not be resold absent
registration or the availability of an applicable exemption from registration.
No general solicitation or advertising was used in connection with the
transactions.
The issuance of the shares and warrants was exempt from the
registration requirements of the Securities Act by reason of Section 4(2) of the
Securities Act and the rules and regulations, including Regulation D thereunder,
and Regulation S, as transactions by an issuer not involving a public offering.
Each of the transactions exempt by Regulation S was an "offshore" transaction to
a non-U.S. person, as that term is defined in Rule 902 of Regulation S.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4.1 Form of Warrant dated June 30, 2005.
10.8 Form of Subscription Agreement dated June 30, 2005.
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 hereunder duly authorized.
Kirshner Entertainment & Technologies, Inc.
By:/s/ Xuelian Bian
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Xuelian Bian, Chief Executive Officer
DATED: July 6, 2005