SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(as permitted by Rule 14c-5(d)(2))
[v] Definitive Information Statement
KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC.
(Name of Registrant As Specified in Charter)
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KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC.
No. 476 Hutai Branch Road
Baoshan District
Shanghai, China 200436
Dear Stockholders:
We are writing to advise you that Kirshner Entertainment &
Technologies, Inc. will amend (the "Amendment") its Articles of Incorporation
to:
* change the name of our company to Linkwell Corporation.
This action was approved on June 30, 2005 by our Board of Directors. In
addition, our management, who collectively hold a majority in interest of our
issued and outstanding voting stock, approved this action by written consent in
lieu of a special meeting of our stockholders on June 30, 2005 in accordance
with the relevant sections of the Florida Business Corporation Act.
We intend to file the Amendment on July 27, 2005. The Amendment will
specify the effective date of the name change will be after close of business on
August 16, 2005 which is approximately 20 days after this Information Statement
was first mailed to our stockholders.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
No action is required by you. The accompanying information statement is
furnished only to inform our stockholders of the actions described above before
they take place in accordance with Rule 14c-2 of the Securities Exchange Act of
1934. This information statement is first mailed to you on or about July 27,
2005.
Please feel free to call us at No. 476 Hutai Branch Road, Baoshan
District, Shanghai, China 200436, Telephone: (86)21-56689332, should you have
any questions on the enclosed information statement. We thank you for your
continued interest in Kirshner Entertainment & Technologies, Inc.
For the Board of Directors of
KIRSHNER ENTERTAINMENT &
TECHNOLOGIES, INC.
By: /s/ Xuelian Bian
Xuelian Bian, Chief Executive Officer
July 25, 2005
KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC.
No. 476 Hutai Branch Road
Baoshan District
Shanghai, China 200436
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This information statement is being furnished to the stockholders of
Kirshner Entertainment & Technologies, Inc. to provide you with information and
a description of an action taken by our Board of Directors and by the written
consent of the holders of a majority in interest of our issued and outstanding
voting stock. On June 30, 2005, our Board of Directors unanimously approved the
following action, subject to authorization by consent of a majority in interest
of our stockholders and fulfillment of our statutory obligations:
Proposal: To approve an amendment to our Articles of Incorporation changing the
name of our company to Linkwell Corporation. The full text of the
Amendment is attached to this information statement as Exhibit A.
On June 30, 2005 in accordance with the relevant sections of the
Florida Business Corporation Act, Xuelian Bian, our Chief Executive Officer,
President and Chairman, and Wei Guan, our Vice President, Secretary and
director, who collectively own approximately 84% of our voting stock, approved
the Amendment by written consent in lieu of a special meeting of our
stockholders. Please see "Principal Stockholders" appearing later in this
information statement.
Our ability to take this actions without holding a stockholders'
meeting is made possible by Section 607.0704of the Florida Business Corporation
Act which provides that the written consent of the holders of outstanding shares
of voting capital stock, having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, may be substituted for
such a meeting. In order to eliminate the costs involved in holding a special
meeting of our stockholders, our Board of Directors voted to utilize the written
consent of the holders of a majority in interest of our voting securities.
This information statement is first being mailed on or about July 27,
2005 to stockholders of record. This information statement is being delivered
only to inform you of the corporate actions described herein before they take
effect in accordance with Rule 14c-2 of the Securities Exchange Act of 1934.
The entire cost of furnishing this information statement will be borne
by us. We will request brokerage houses, nominees, custodians, fiduciaries and
other like parties to forward this information statement to the beneficial
owners of our voting securities held of record by them, and we will reimburse
such persons for out-of-pocket expenses incurred in forwarding such material.
PRINCIPAL STOCKHOLDERS
At July 25, 2005, there were 43,304,139 shares of our common stock and
375,345 shares of Series A Convertible Preferred Stock issued and outstanding,
which are convertible into 3,753,450 shares of our common stock.. Our common
stock is our only classes of voting securities. Each share of common stock has
one vote per share. The following table sets forth, as of July 25, 2005,
information known to us relating to the beneficial ownership of these shares by:
- each person who is the beneficial owner of more than 5% of the
outstanding shares of the class of stock;
- each director;
- each executive officer; and
- all executive officers and directors as a group.
Unless otherwise indicated, the business address of each person listed
is in care of No. 476 Hutai Branch Road, Baoshan District, Shanghai, China
200436. We believe that all persons named in the table have sole voting and
investment power with respect to all shares beneficially owned by them. Under
securities laws, a person is considered to be the beneficial owner of securities
he owns and that can be acquired by him within 60 days from July 25, 2005 upon
the exercise of options, warrants, convertible securities or other
understandings. We determine a beneficial owner's percentage ownership by
assuming that options, warrants or convertible securities that are held by him,
but not those held by any other person and which are exercisable within 60 days
of July 25, 2005 have been exercised or converted.
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Class
XueLian Bian 22,670,919 52.4%
Wei Guan 13,602,551 31.4%
Gary Verdier (1) 3,413,433 7.9%
All Officers and Directors
As a group (2) persons) 36,273,470 84%
(1) Includes 43,246 shares of common stock owned by Dundas Systems, Inc., a
company controlled by Mr. Verdier. Does not include 5,000 shares of common stock
owned by Cameron Verdier, Mr. Verdier's daughter or 20,000 shares of common
stock owned by Penny Verdier; Mr. Verdier disclaims beneficial ownership of all
such shares heldby these two individuals.
PROPOSAL
AMENDMENT TO OUR ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF OUR COMPANY TO
LINKWELL CORPORATION
The Amendment will change the name of our company to Linkwell
Corporation. Our Board of Directors and majority stockholders believe that this
name change is necessary to more align our corporate name and brand to the
nature of our business and operations.
Manner of Effecting the Amendment
The Amendment will be effected by the filing of the Amendment with the
Secretary of the State of Florida. We anticipate that we will file the Amendment
with the Secretary of State of Florida on or about July 27, 2005. The Amendment
will specify that the effective date of the name change will be after close of
business on August 16, 2005 which is approximately 20 days after this
Information Statement was first mailed to our stockholders.
Appraisal Rights
No appraisal rights are available under the Florida Business
Corporation Act or under our Articles of Incorporation as a result of the
Amendment.
Notice
We are distributing this Information Statement to our stockholders in
full satisfaction of any notice requirements it may have under the Florida
Business Corporation Act. No additional action will be undertaken by our company
with respect to the receipt of the written consents.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C., and at its offices in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for more information on the
operation of the public reference rooms. Copies of our SEC filings are also
available to the public from the SEC's web site at www.sec.gov.
KIRSHNER ENTERTAINMENT &
TECHONLOGIES, INC.
By /s/ Xuelian Bian
Xuelian Bian, Chief Executive Officer
EXHIBIT A
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC.
Pursuant to Section 607.1006 of the Business Corporation Act of the
State of Florida, the undersigned, being the Chief Executive Officer of KIRSHNER
ENTERTAINMENT & TECHNOLOGIES, INC., a corporation organized and existing under
and by virtue of the Business Corporation Act of the State of Florida (the
"Corporation"), bearing document number P00000095861, does hereby certify that
the following resolution was adopted pursuant to the authority of the Board of
Directors and the holders of a majority of the Corporation's issued and
outstanding voting securities as required by Section 602.1003 of the Florida
Business Corporation Act:
RESOLVED, that at the effective time of this amendment which shall be
after the close of business on August 16, 2005, Article I - NAME of the
Corporation's Articles of Incorporation, as amended, be and hereby is deleted in
its entirety and replaced with the following:
ARTICLE I - NAME
The name of this Corporation is Linkwell Corporation
The foregoing resolutions and articles of amendment were adopted by the
Board of Directors of the Corporation and by the holders of a majority of the
Corporation's issued and outstanding voting securities at a meeting of
shareholders held on June 30, 2005, which represented the minimum number of
votes which would be necessary to authorize or take such actions at a meeting at
which all shares entitled to vote thereon were present and voted pursuant to the
Florida Business Corporation Act.
IN WITNESS WHEREOF, the undersigned, being the Chief Executive Office
of this Corporation, has executed these Articles of Amendment as of July 6,
2005.
KIRSHNER ENTERTAINMENT
& TECHNOLOGIES, INC.
By:_________________________________
Xuelian Bian, Chief Executive Officer