-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GR+seRe/5/QFBf6WZ2QpR6yJwMx8NSPS9i8TNx2Sbj9ltQwhVEmXCqnzR3DE2zlM EdzsPalEvIdyrP7u6ifZ9w== 0001282826-05-000049.txt : 20050706 0001282826-05-000049.hdr.sgml : 20050706 20050706142957 ACCESSION NUMBER: 0001282826-05-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KIRSHNER ENTERTAINMENT & TECHNOLOGIES INC CENTRAL INDEX KEY: 0001042463 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 651053546 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24977 FILM NUMBER: 05940121 BUSINESS ADDRESS: STREET 1: 5200 NW 33RD AVENUE STREET 2: SUITE 215 CITY: FT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 954-938-8010 MAIL ADDRESS: STREET 1: 5200 NW 33RD AVENUE STREET 2: SUITE 215 CITY: FT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: HBOA HOLDINGS INC DATE OF NAME CHANGE: 20001116 FORMER COMPANY: FORMER CONFORMED NAME: MIZAR ENERGY CO DATE OF NAME CHANGE: 19980923 8-K 1 krse0706058k.txt 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 -------------- Kirshner Entertainment & Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-24977 65-1053546 - -------------------------------------- ------------------------------------ (Commission File Number) (IRS Employer Identification No.) No. 476 Hutai Branch Road, Baoshan District, Shanghai, China 200436 - ------------------------------------------------------------ --------- (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 --------------------------------------- Xuelian Bian, Chief Executive Officer DATED: July 6, 2005 EX-4 2 ex41.txt EXHIBIT 4.1 Form of Warrant Warrant to Purchase Common Stock of Kirshner Entertainment & Technologies, Inc. FOR VALUE RECEIVED, Kirshner Entertainment & Technologies, Inc. , a Florida corporation (the "Company"), promises to issue in the name of, and sell and deliver to ____________________________________________________ (the "Holder") a certificate or certificates for an aggregate of ____________________________________________shares of the Company's common stock, par value $0.0005 per share (the "Common Stock"), upon payment by the Holder of $.10 per share (the "Exercise Price"), A. Exercise of Warrant B. Exercise Period. The Holder may exercise this Warrant, in whole or in part (but not as to fractional shares), at any time and time to time commencing on the date hereof and ending at 5:00 p.m., Eastern Time, and expiring on July 1, 2008 (the "Exercise Period"). C. Exercise Procedure. 1. This Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the "Exercise Date"): 2. a completed Exercise Agreement, executed by the Holder (the "Purchaser"); and 3. In lieu of exercising the Warrant by paying the exercise price in cash, the Warrant ma be exercised in whole at any time or in part from time to time prior to the expiration date of the Warrant, by the Holder by surrendering the Warrant to the Company, without payment of any other consideration, together with a duly executed notice of exercise in a form satisfactory to the Company. The number of common shares to be issued by the Company shall be calculated using the following formula: X = Y(A-B) ------ A Where X = the number of common shares to be issued to the Holder Y = the number of common shares purchasable under the warrant or, if the Warrant is being exercised in part, under the portion of the Warrant being exercised (at the date of surrender of the Warrant and the notice of exercise) A = the Market Price (at the date of surrender and the notice of exercise) B = the per share Warrant exercise price (as adjusted to the date of surrender of the Warrant and the notice of exercise) 4. Certificates for the shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten (10) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, within such ten (10) day period, deliver such new Warrant to the Holder at the address set forth in this Warrant. 5. The shares of Common Stock issuable upon the exercise of this Warrant will be deemed to have been transferred to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date. 6. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant will be made without charge to the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the shares; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant, and that the Company shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 7. Unless the Company shall have registered the shares of Common Stock underlying this Warrant, the shares of Common Stock issuable upon the exercise of this Warrant will be "restricted securities" as that term is defined in the Securities Act of 1933. The Company may insert the following or similar legend on the face of the certificates evidencing shares of Common Stock if required in compliance with state securities laws: 8. "These securities have not been registered under any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under any applicable state securities laws is available." D. Fractional Shares. The Company shall not be required to issue fractions of shares of Common Stock on the exercise of this Warrant. The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of this Warrant, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests, provided, however, that if a holder exercises all the Warrants held of record by such holder, the Company shall at its option (i) eliminate the fractional interests by rounding any fraction up to the nearest whole number of shares or (ii) within 30 days after the Exercise Date, deliver to the Purchaser a check payable to the Purchaser, in lieu of such fractional share, in an amount equal to the value of such fractional share as determined by the closing price of the Company's Common Stock as reported on the principal exchange on which the Company's Common Stock is then traded, as of the close of business on the Exercise Date. E. Effect of Reorganization, Reclassification, Consolidation, Merger or Sale F. Recapitalization or Reclassification of Common Stock. In case the Company shall at any time prior to the satisfaction of the note underlying this Warrant, or the Exercise of this Warrant, or the expiration of the Exercise Period, whichever first occurs, effect a recapitalization or reclassification of such character that its Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then, upon the effective date thereof, the number of shares of Common Stock that the Holder of this Warrant shall be entitled to purchase upon exercise hereof shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in such number of shares of Common Stock by reason of such recapitalization or reclassification, and the Exercise Price of such recapitalized or reclassified Common Stock shall, in the case of an increase in the number of shares, be proportionately decreased and, in the case of a decrease in the number of shares, be proportionately increased. G. Consolidation, Merger or Sale. In case the Company shall at any time prior to the satisfaction of the note underlying this Warrant, or the exercise of this Warrant, or the expiration of the Exercise Period, whichever first occurs, consolidate or merge with any other corporation (unless the Company shall be the surviving entity) or transfer all or substantially all of its assets to any other corporation preparatory to a dissolution, then the Company shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this Warrant, upon the exercise thereof after the effective date of such transaction, shall be entitled to receive the kind and amount of shares, evidences of indebtedness, and/or other property receivable on such transaction by a holder of the number of shares of Common Stock as to which the Warrant was exercisable immediately prior to such transaction (without giving effect to any restriction upon such exercise); and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder hereof to the effect that the provisions of this Warrant shall thereafter be applicable (as nearly as may be practicable) with respect to any shares, evidences of indebtedness, or other securities or assets thereafter deliverable upon exercise of this Warrant. H. Notice of Adjustment. Whenever the number of shares of Common Stock purchasable upon exercise of this Warrant shall be adjusted as provided herein, the Company shall file with its corporate records a certificate of its Chief Financial Officer setting forth the computation and the adjusted number of shares of Common Stock purchasable hereunder resulting from such adjustments, and a copy of such certificate shall be mailed to the Holder. Any such certificate or letter shall be conclusive evidence as to the correctness of the adjustment or adjustments referred to therein and shall be available for inspection by the holders of the Warrants on any day during normal business hours. I. Adjustment to Exercise Price. In the event the Company undertakes an offering of securities wit an exercise price below the exercise price of the Investor Warrant included in this offering, the exercise price of the Investor Warrant in this offering will be reduced to the lowest value of the securities offered by the Company. J. Reservation of Common Stock. The Company will at all time reserve and keep available such number of shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. Upon exercise of this Warrant pursuant to its terms, the Holder will acquire fully paid and non-assessable ownership rights of the Common Stock, free and clear of any liens, claims or encumbrances except as otherwise provided herein. K. No Shareholder Rights or Obligations. This Warrant will not entitle the Holder hereof to any voting rights or other rights as a shareholder of the Company. Until the shares of Common Stock issuable upon the exercise of this Warrant are recorded as issued on the books and records of the Company's transfer agent, the Holder shall not be entitled to any voting rights or other rights as a shareholder; provided, however, the Company uses its best efforts to ensure that, upon receipt of the Exercise Agreement and payment of the Exercise Price, the appropriate documentation necessary to effectuate the exercise of the Warrant and the issuance of the Common Stock is accomplished as expeditiously as possible. No provision of this Warrant, in the absence of affirmative action by the Holder to purchase Common Stock, and no enumeration in this Warrant of the rights or privileges of the Holder, will give rise to any obligation of such Holder for the Exercise Price or as a stockholder of the Company. L. Transferability. Subject to the terms hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed Assignment in the form of Exhibit 2 hereto at the principal offices of the Company. This Warrant and the underlying shares of Common Stock may not be offered, sold or transferred except in compliance with the Act, and any applicable state securities laws, and then only against receipt of an agreement of the person to whom such offer or sale or transfer is made to comply with the provisions of this Warrant with respect to any resale or other disposition of such securities; provided that no such agreement shall be required from any person purchasing this Warrant or the underlying shares of Common Stock pursuant to a registration statement effective under the Act. The Holder of this Warrant agrees that, prior to the disposition of any security purchased on the exercise hereof other than pursuant to a registration statement then effective under the Act, or any similar statute then in effect, the Holder shall give written notice to the Company, expressing his intention as to such disposition. Upon receiving such notice, the Company shall present a copy thereof to its securities counsel. If, in the sole opinion of such counsel, which such opinion shall not be unreasonably withheld, the proposed disposition does not require registration of such security under the Act, or any similar statute then in effect, the Company shall, as promptly as practicable, notify the Holder of such opinion, whereupon the Holder shall be entitled to dispose of such security in accordance with the terms of the notice delivered by the Holder to the Company. Miscellaneous M. Notices. Any notices, requests or consents hereunder shall be deemed given, and any instruments delivered, two days after they have been mailed by first class mail, postage prepaid, or upon receipt if delivered personally or by facsimile transmission, as follows: If to the Company: Kirshner Entertainment & Technologies, Inc. No. 476 Hutai Branch Road, Baoshan District, Shanghai, China, 200436 Attn: Xue Lian Bian If to the Holder: To the address and/or facsimile of Holder as recorded in the records of the Company. except that any of the foregoing may from time to time by written notice to the other designate another address which shall thereupon become its effective address for the purposes of this paragraph. N. Entire Agreement. This Warrant, including the exhibits and documents referred to herein which are a part hereof, contain the entire understanding of the parties hereto with respect to the subject matter and may be amended only by a written instrument executed by the parties hereto or their successors or assigns. Any paragraph headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant. O. Governing Law. This Warrant is governed by, interpreted under and construed in all respects in accordance with the substantive laws of the State of Florida, without regard to the conflicts of law provision thereof, and irrespective of the place of domicile or resident of the party. In the event of a controversy arising out of the interpretation, construction, performance or breach of this Warrant, the parties hereby agree and consent to the jurisdiction and venue of the Courts of the State of Florida, or the United States District Court for the Southern District of Florida; and further agree and consent that personal service of process in any such action or preceding outside the State of Florida shall be tantamount to service in person in Florida. IN WITNESS WHEREOF, this Warrant has been duly executed and the corporate seal affixed hereto, all as of the day and year first above written. Kirshner Entertainment & Technologies, Inc. By: ________________________________ Its: ________________________________ Date: --------------------------- FORM OF INVESTOR EXERCISE AGREEMENT To: Kirshner Entertainment & Technologies, Inc. Attn: Xue Lian Bian No. 476 Hutai Branch Road, Baoshan District, Shanghai, China, 200436 Dated:______________________ The undersigned (the "Investor"), pursuant to the provisions set forth in the attached Warrant (Certificate No. -_______), hereby agrees to subscribe for the purchase of ___________ shares of the Common Stock (as defined in the Warrant) (the "Shares") of Kirshner Entertainment & Technologies, Inc., a Florida corporation (the "Company"), covered by such Warrant and makes payment herewith in full therefore in the manner and at the price per share provided by such Warrant. In connection with the receipt of the Shares, Investor hereby represents, warrants, covenants and agrees as set forth below. 1. Purchase Entirely for Own Account. The Shares will be acquired for investment for such Investor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Investor has no present intention of selling, granting any participation in, or otherwise distributing the Shares or any portion thereof. Further, Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to all or any portion of the Warrant Stock. 2. No Securities Act Registration. Investor understands that, unless the Investor has been advised by the Company that a current registration statement is in effect covering the resale of the Shares, the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption or specific exemptions from the registration provisions of the Securities Act which depend upon, among other things, the bona fide nature of Investor's investment intent as expressed herein. 3. Restricted Securities. Investor acknowledges that, unless the Investor has been advised by the Company that a current registration statement is in effect covering the resale of the Shares, because the Shares have not been registered under the Securities Act, the Shares must be held by the Investor indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Investor is aware of the provision of Rule 144 promulgated under the Securities Act that permits the limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the satisfaction of having held the Shares for a certain duration of time, the availability of certain current public information about the Company, the sale being through a "broker's transaction" (as provided by Rule 144(f)), and the volume of shares sold not exceeding specified limitations (unless the sale is within the requirements of Rule 144(k)). 4. Accredited and Sophisticated Investor. Investor: (a) is an accredited investor as defined in Rule 501(a) of Regulation D of the Securities and Exchange Commission; (b)(i) either alone or with Investor's professional advisor or advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of acquiring the Shares, (ii) either alone by reason of Investor's business or financial experience or together with Investor's professional advisor or advisors, has the capacity to protect Investor's interests in connection with acquisition of the Shares; and (c) is able to bear the economic risk of the investment in the shares, including a complete loss of the investment. 5. Opportunity to Ask Questions. Investor has had an opportunity to ask questions of and receive answers from the Company or its representatives concerning the terms of Investor's investment in Shares, all such questions have been answered to the full satisfaction of Investor, and Investor has had the opportunity to request and obtain any additional information Investor deemed necessary to verify or supplement the information contained therein. 6. Investment Risks. Investor recognizes that an investment in the Shares involves substantial risks, and is fully aware of and understands all of the risk factors related to the acquisition of the Shares. Investor has determined that the acquisition of the Shares is consistent with Investor's investment objectives. Investor is able to bear the economic risks of an investment in the Shares, and at the present time could afford a complete loss of such investment. 7. Limitation on Manner of Offering. The Shares were not offered to Investor by any means of general solicitation or general advertising. 8. Tax and Other Matters. Investor is not relying on the Company with respect to tax and other economic considerations involved in the acquisition of the Shares. Investor has carefully considered and has, to the extent Investor believes such discussion necessary, discussed with Investor's professional, legal, tax, accounting and financial advisors the suitability of an investment in the Shares for Investor's particular tax and financial situation and Investor has determined that the Shares are a suitable investment for him, her or it. 9. Restrictive Legends. Investor understands that the Shares shall bear one or more of the following restrictive legends: (a) "THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION UNDER THE ACT AND SUCH LAWS IS NOT REQUIRED" (b) Any legend required by applicable state law. 10. Successors. This Exercise Agreement and the representations and warranties contained herein shall be binding upon the heirs, executors, administrators, personal representatives and other successors of Investor and shall inure to the benefit of and be enforceable by the Company. 11. Address. The address, telephone number and facsimile number set forth at the end of this letter are Investor's true and correct address. "INVESTOR" Please issue the shares as follows: Name: ----------------------- ------------------------------ (Print name of Investor) Address: - -------------------------------- ------------------------ (Sign name of Investor) Telephone: ------------------------ Social Security Number/ Federal EIN: ------------------------ EX-10 3 ex108.txt EXHIBIT 10.8 SUBSCRIPTION AGREEMENT Kirshner Entertainment & Technologies, Inc. Attn: Xue Lian Bian No. 476 Hutai Branch Road, Baoshan District, Shanghai, China, 200436 U.S.A. 9858 Glades Road, Suite 213 Boca Raton, FL 33434 Gentlemen: This Questionnaire is being sent to each individual who has indicated an interest in purchasing Units offered by Kirshner Entertainment & Technologies, Inc. (the "Company"), a Florida corporation, each Unit consisting of 62,500 shares of Series A Preferred Stock and warrants to purchase 625,000 shares of Common Stock at a purchase price of $.10 per share expiring on July 1, 2008. The purpose of this Questionnaire is to assure the Company that each investor will meet the standards imposed under applicable federal and state law, as the Units and securities issuable therein will be not be registered with the Securities and Exchange Commission or under the laws of any state at this time. Your answers will at all times be kept strictly confidential. However, by signing this Questionnaire, you agree that the Company may present this Questionnaire to such parties as it deems appropriate if called upon under law to establish the availability under the Securities Act of 1933, as amended, or appropriate state laws of an exemption from registration of the private placement. The Units are being offered by the company on a "best efforts, basis. There is no minimum amount of proceeds required to be sold in order to complete this offering. Accordingly all proceeds received will be deposited directly into the treasury of the Company. The Company reserves the right to increase the offering by up to 25%. The Company also reserves the right to undertake separate or additional offerings on the same or alternative terms. The minimum subscription is for $50,000 or one Unit; however, the Company reserves the right to accept subscriptions for a fractional Unit. The Company reserves the right to undertake additional offerings, under the same or alternative terms. Dated: ______ ____________________________________ Name ------------------------------------ Street ------------------------------------ City, State Zip ------------------------------------ Phone 1. Subscription. Subject to the terms and conditions hereinafter set forth in this Subscription Agreement, the undersigned hereby offers to purchase ____________________ Unit(s) for an aggregate purchase price of $_____________________ ($50,000 per Unit). If the Offer is accepted, the Unit(s) shall be paid for by the delivery of $_____________________ by __________ CHECK or __________ WIRE made payable to Kirshner Entertainment & Technologies, Inc.: Which is being delivered contemporaneously herewith. 2. Conditions to Offer. The offering is made subject to the following conditions: (i) that you shall have the right to accept or reject this offer, in whole or in part, for any reason whatsoever; (2) that the undersigned agrees to comply with the terms of this Subscription Agreement and to execute and deliver any and all further documents necessary to become a security holder in the Company. The offering period for the Units is from May 1, 2005 through June 30, 2005. The Company reserves the right to undertake additional offerings, under the same or alternative terms. Acceptance of this Offer shall be deemed given by the countersigning of this Subscription Agreement on behalf of the Company. 3. Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents as follows: a. The undersigned has sufficient liquid assets to sustain a loss of the undersigned's entire investment. b. The undersigned represents that he (or she or it) is an Accredited Investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"). In general, an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. c. The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained herein or in the Company's Confidential Term Sheet. d. The undersigned has not authorized any person or institution to act as his Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Act) in connection with this transaction. The undersigned has such knowledge and experience in financial, investment and business matters that he is capable of evaluating the merits and risks of the prospective investment in the securities of the Company. The undersigned has consulted with such independent legal counsel or other advisers, as he has deemed appropriate to assist the undersigned in evaluating his proposed investment in the Company. e. The undersigned represents that he (i) has adequate means of providing for his current financial needs and possible personal contingencies, and has no need for liquidity of investment in the Company; (2) can afford (a) to hold unregistered securities for an indefinite period of time and (b) sustain a complete loss of the entire amount of the subscription; and (2i) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive. f. The undersigned has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and has availed himself of such opportunity to the extent he considers appropriate in order to permit him to evaluate the merits and risks of an investment in the Company. It is understood that all documents, records and books pertaining to this investment have been made available for inspection, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. g. The undersigned acknowledges that the Units and the underlying securities have not been registered under the Act in reliance on an exemption for transactions by an issuer not involving a public offering and Regulation D under the Act, and further understands that the undersigned is purchasing the Units without being furnished any prospectus setting forth all of the information that may be required to be furnished under the Act if a Prospectus were required to be delivered. h. The undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. i. The Units and the underlying securities being subscribed for are being acquired solely for the account of the undersigned for personal investment and not with a view to, or for resale in connection with, any distribution except as may be permitted by federal and state securities laws. By such representation, the undersigned means that no other person has a beneficial interest in the Units or underlying securities subscribed for hereunder, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not intend to dispose of all or any part of the Units or underlying securities except in compliance with the provisions of the Act and applicable state securities laws, and understands that the Units are being offered pursuant to a specific exemption under the provisions of the Act, which exemption(s) depends, among other things, upon the compliance with the provisions of the Act. j. The undersigned further represents and agrees that the undersigned will not sell, transfer, pledge or otherwise dispose of or encumber the Units or the underlying securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any such sale, transfer, pledge, disposition or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that registration under the Act and any applicable state securities laws is not required. k. The undersigned acknowledges and recognizes that while the Company has agreed to register the Common Stock underlying the Units under the Act, no assurances can be provided that such Registration Statement will become effective under the Act. As a result, sales may only be made pursuant to Rule 144 under the Act at such time as the Company as well as the subscriber for the Units is able to effect sales of the Common Stock pursuant to Rule 144 or other applicable exemption. l. The undersigned hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing shares of Common Stock in compliance with the Act or state securities laws: m. "These securities have not been registered under the Securities Act of 1933, as amended ("Act"), or any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under the act and any applicable state securities laws is available." The undersigned certifies that each of the foregoing representations and warranties set forth in subsections (A) through (L) inclusive of this Section 3 are true as of the date hereof and shall survive such date. 3. Indemnification. The undersigned understands that the Units acquired as a result of the subscription right provided in Section 1 hereof are being offered without registration under the Act and in reliance upon the exemption for transactions by an issuer not involving any public offering; that the availability of such exemption is, in part, dependent upon the truthfulness and accuracy of the representations made by the undersigned herein; that the Company will rely on such representations in accepting any subscriptions for the Units and that the Company may take such steps as it considers reasonable to verify the accuracy and truthfulness of such representations in advance of accepting or rejecting the undersigned's subscription. The undersigned agrees to indemnify and hold harmless the Company against any damage, loss, expense or cost, including reasonable attorneys' fees, sustained as a result of any misstatement or omission on the undersigned's part. 4. Specific State Legends. FOR RESIDENTS OF ALL STATES: - --------------------------- IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. NOTICE TO NEW JERSEY RESIDENTS: THE ATTORNEY GENERAL OF THE STATE HAS NOT PASSED OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THE WITHIN OFFERING DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NOTICE TO NEW YORK RESIDENTS: THIS OFFERING MEMORANDUM HAS NOT YET BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THIS OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THAT WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. NOTICE TO FLORIDA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMEDED, OR THE FLORIDA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF THIS STATE, IF SUCH REGISTRATION IS REQUIRED. PURSUANT TO SECTION 517.061(11) OF THE FLORIDA SECURITIES ACT, WHERE SALES ARE MADE TO FIVE (5) OR MORE PERSONS IN FLORIDA, ANY SALE MADE PURSUANT TO SUBSECTION 517.061(11) OF THE FLORIDA SECURITIES ACT SHALL BE VOIDABLE BY SUCH FLORIDA PURCHASER EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT, OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. --------------------- Initial if Florida Resident 5. Jurisdiction. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. The parties further: (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in any Federal or State court of competent jurisdiction within the County of Broward, State of Florida, (2) waive any objection that they may have now or hereafter to the venue of any such suit, action or proceeding, and (2i) irrevocably consent to the in personam jurisdiction of any Federal or State court of competent jurisdiction within the County of Broward, State of Florida in any such suit, action or proceeding. The parties each further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in a Federal or State court of competent jurisdiction within the County of Broward, State of Florida, and that service of process upon the parties mailed by certified mail to their respective addresses shall be deemed in every respect effective service of process upon the parties, in any action or proceeding. 6. No Waiver. Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the undersigned, the undersigned does not thereby or in any manner waive any rights granted to the undersigned under federal or state securities laws. 7. Revocation. The undersigned agrees that he shall not cancel, terminate or revoke this Subscription Agreement or any agreement of the undersigned made hereunder other than as set forth under Section 5 above, and that this Subscription Agreement shall survive the death or disability of the undersigned. 8. Termination of Subscription Agreement. If the Company elects to cancel this Subscription Agreement, provided that it returns to the undersigned, without interest and without deduction, all sums paid by the undersigned, this Offer shall be null and void and of no further force and effect, and no party shall have any rights against any other party hereunder. 9. Miscellaneous. All notices or other communications given or made hereunder shall be in writing and shall be mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned at his address set forth below and to Kirshner Entertainment & Technologies, Inc.. Attention: Xue Lian Bian 9858 Glades Rd, Suite 213, Boca Raton, FL 33434 This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties. The provisions of this Subscription Agreement shall survive the execution thereof. 10. Certification. The undersigned certifies that he has read this entire Subscription Agreement and that every statement on his part made and set forth herein is true and complete. 11. Anti Dilution. The Series A Preferred Stock shall carry anti dilution rights; in the event the Company issues shares of common stock at a price less than $.08 prior to December 31, 2006 the conversion price of the 6% Series A Preferred Stock shall be reduced to a price equal to the lowest value of the common shares issued by the Company. The anti dilution rights shall be extended to the common shares issued upon conversion of the Warrants. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date his signature has been subscribed and sworn to below. The Shares are to be issued in: (check one) ______________________________________ --------- (print name of investor) _____ Individual name -------------------------------------- _____ Joint tenants with rights of (sign name of Investor) survivorship -------------------------------------- _____ Tenants in the entirety (print joint name of investor) -------------------------------------- (sign name of joint investor) _____ Corporation (an officer must ______________________________________ sign) (print name of Corporation/Partnership /Trust) _____ Partnership (all general _____________________________________ Partners must sign) (print name of Officer/General Partner /Trustee) _____ Trust (all trustees must sign) _____________________________________ (print name of Officer/General Partner /Trustee) -------------------------------------- (sign name of Officer/General Partner /Trustee) -------------------------------------- (sign name of Officer/General Partner /Trustee) KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC. Accepted as of this date _____________________________________ Xue Lian Bian __________ Chief Executive Officer SUBSCRIPTION AGREEMENT Kirshner Entertainment & Technologies, Inc. Attn: Xue Lian Bian No. 476 Hutai Branch Road, Baoshan District, Shanghai, China, 200436 U.S.A. 9858 Glades Road, Suite 213 Boca Raton, FL 33434 Gentlemen: This Questionnaire is being sent to each individual who has indicated an interest in purchasing Units offered by Kirshner Entertainment & Technologies, Inc. (the "Company"), a Florida corporation, each Unit consisting of 62,500 shares of Series A Preferred Stock and warrants to purchase 625,000 shares of Common Stock at a purchase price of $.10 per share expiring on July 1, 2008. The purpose of this Questionnaire is to assure the Company that each investor will meet the standards imposed under applicable federal and state law, as the Units and securities issuable therein will be not be registered with the Securities and Exchange Commission or under the laws of any state at this time. Your answers will at all times be kept strictly confidential. However, by signing this Questionnaire, you agree that the Company may present this Questionnaire to such parties as it deems appropriate if called upon under law to establish the availability under the Securities Act of 1933, as amended, or appropriate state laws of an exemption from registration of the private placement. The Units are being offered by the company on a "best efforts, basis. There is no minimum amount of proceeds required to be sold in order to complete this offering. Accordingly all proceeds received will be deposited directly into the treasury of the Company. The Company reserves the right to increase the offering by up to 25%. The Company also reserves the right to undertake separate or additional offerings on the same or alternative terms. The minimum subscription is for $50,000 or one Unit; however, the Company reserves the right to accept subscriptions for a fractional Unit. The Company reserves the right to undertake additional offerings, under the same or alternative terms. Dated: ______ ____________________________________ Name ------------------------------------ Street ------------------------------------ City, State Zip ------------------------------------ Phone 1. Subscription. Subject to the terms and conditions hereinafter set forth in this Subscription Agreement, the undersigned hereby offers to purchase ____________________ Unit(s) for an aggregate purchase price of $_____________________ ($50,000 per Unit). If the Offer is accepted, the Unit(s) shall be paid for by the delivery of $_____________________ by __________ CHECK or __________ WIRE made payable to Kirshner Entertainment & Technologies, Inc..: Which is being delivered contemporaneously herewith. 2. Conditions to Offer. The offering is made subject to the following conditions: (i) that you shall have the right to accept or reject this offer, in whole or in part, for any reason whatsoever; (2) that the undersigned agrees to comply with the terms of this Subscription Agreement and to execute and deliver any and all further documents necessary to become a security holder in the Company. The offering period for the Units is from May 1, 2005 through June 30, 2005. The Company reserves the right to undertake additional offerings, under the same or alternative terms. Acceptance of this Offer shall be deemed given by the countersigning of this Subscription Agreement on behalf of the Company. 3. Offshore Transaction. Undersigned represents and warrants to the Company as follows: a. Undersigned is not a "U.S. person," as that term is defined in Regulation S promulgated under the Securities Act. As used herein, "U.S. person" means: i. Any natural person resident in the United States; ii. Any partnership or corporation organized or incorporated under the laws of the United States; iii. Any estate of which any executor or administrator is a U.S. person; iv. Any trust of which any trustee is a U.S. person; v. Any agency or branch of a foreign entity located in the United States; vi. Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; vii. Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and viii. Any partnership or corporation if: 1. Organized or incorporated under the laws of any foreign jurisdiction; and 2. Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts. b. At the time Undersigned executed and delivered this Agreement, Undersigned was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement. c. Undersigned is acquiring the Units for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States. 4. Indemnification. The undersigned understands that the Units acquired as a result of the subscription right provided in Section 1 hereof are being offered without registration under the Act and in reliance upon the exemption for transactions by an issuer not involving any public offering; that the availability of such exemption is, in part, dependent upon the truthfulness and accuracy of the representations made by the undersigned herein; that the Company will rely on such representations in accepting any subscriptions for the Units and that the Company may take such steps as it considers reasonable to verify the accuracy and truthfulness of such representations in advance of accepting or rejecting the undersigned's subscription. The undersigned agrees to indemnify and hold harmless the Company against any damage, loss, expense or cost, including reasonable attorneys' fees, sustained as a result of any misstatement or omission on the undersigned's part. 5. Specific State Legends. FOR RESIDENTS OF ALL STATES: - --------------------------- IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. NOTICE TO NEW JERSEY RESIDENTS: THE ATTORNEY GENERAL OF THE STATE HAS NOT PASSED OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THE WITHIN OFFERING DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NOTICE TO NEW YORK RESIDENTS: THIS OFFERING MEMORANDUM HAS NOT YET BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THIS OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THAT WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. NOTICE TO FLORIDA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMEDED, OR THE FLORIDA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF THIS STATE, IF SUCH REGISTRATION IS REQUIRED. PURSUANT TO SECTION 517.061(11) OF THE FLORIDA SECURITIES ACT, WHERE SALES ARE MADE TO FIVE (5) OR MORE PERSONS IN FLORIDA, ANY SALE MADE PURSUANT TO SUBSECTION 517.061(11) OF THE FLORIDA SECURITIES ACT SHALL BE VOIDABLE BY SUCH FLORIDA PURCHASER EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT, OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. --------------------- Initial if Florida Resident 6. Jurisdiction. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. The parties further: (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in any Federal or State court of competent jurisdiction within the County of Broward, State of Florida, (2) waive any objection that they may have now or hereafter to the venue of any such suit, action or proceeding, and (2i) irrevocably consent to the in personam jurisdiction of any Federal or State court of competent jurisdiction within the County of Broward, State of Florida in any such suit, action or proceeding. The parties each further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in a Federal or State court of competent jurisdiction within the County of Broward, State of Florida, and that service of process upon the parties mailed by certified mail to their respective addresses shall be deemed in every respect effective service of process upon the parties, in any action or proceeding. 7. No Waiver. Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the undersigned, the undersigned does not thereby or in any manner waive any rights granted to the undersigned under federal or state securities laws. 8. Revocation. The undersigned agrees that he shall not cancel, terminate or revoke this Subscription Agreement or any agreement of the undersigned made hereunder other than as set forth under Section 5 above, and that this Subscription Agreement shall survive the death or disability of the undersigned. 9. Termination of Subscription Agreement. If the Company elects to cancel this Subscription Agreement, provided that it returns to the undersigned, without interest and without deduction, all sums paid by the undersigned, this Offer shall be null and void and of no further force and effect, and no party shall have any rights against any other party hereunder. 10. Miscellaneous. All notices or other communications given or made hereunder shall be in writing and shall be mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned at his address set forth below and to Kirshner Entertainment & Technologies, Inc.. Attention: Xue Lian Bian 9858 Glades Rd, Suite 213, Boca Raton, FL 33434 This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties. The provisions of this Subscription Agreement shall survive the execution thereof. 11. Certification. The undersigned certifies that he has read this entire Subscription Agreement and that every statement on his part made and set forth herein is true and complete. 12. Anti Dilution. The Series A Preferred Stock shall carry anti dilution rights; in the event the Company issues shares of common stock at a price less than $.08 prior to December 31, 2006 the conversion price of the 6% Series A Preferred Stock shall be reduced to a price equal to the lowest value of the common shares issued by the Company. The anti dilution rights shall be extended to the common shares issued upon conversion of the Warrants. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date his signature has been subscribed and sworn to below. The Shares are to be issued in: (check one) ______________________________________ --------- (print name of investor) _____ Individual name -------------------------------------- _____ Joint tenants with rights of (sign name of Investor) survivorship -------------------------------------- _____ Tenants in the entirety (print joint name of investor) -------------------------------------- (sign name of joint investor) _____ Corporation (an officer must ______________________________________ sign) (print name of Corporation/Partnership /Trust) _____ Partnership (all general _____________________________________ Partners must sign) (print name of Officer/General Partner /Trustee) _____ Trust (all trustees must sign) _____________________________________ (print name of Officer/General Partner /Trustee) -------------------------------------- (sign name of Officer/General Partner /Trustee) -------------------------------------- (sign name of Officer/General Partner /Trustee) KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC. Accepted as of this date _____________________________________ Xue Lian Bian __________ Chief Executive Officer PURCHASER QUESTIONNAIRE Gentlemen: The information contained herein is being furnished to the Company in order that it may determine whether offers of subscriptions for the Units may be made to me. I understand that the information is needed for you to determine whether you have reasonable grounds to believe that I am an "Accredited Investor" as that term is defined in Regulation D promulgated under the Act, or am otherwise qualified to make an investment in the Company in accordance with the investment standards established by the Company, and that I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the proposed investment in the Company. I understand that (a) you will rely on the information contained herein for purposes of such determination, (b) the Units, and the underlying securities will not be registered under the Act in reliance upon the exemptions from registration afforded under the Act, (c) the Units, and the underlying securities will not be registered under the securities laws of any state in reliance upon similar exemptions, and (d) this questionnaire is not an offer to purchase the Units in any case where such offer would not be legally permitted. The Company and its agents, employees or representatives will keep information contained in this questionnaire confidential. I understand, however, that the Company may have the need to present it to such parties, as it deems advisable in order to establish the applicability under any federal or state securities laws of an exemption from registration. In accordance with the foregoing, the following representations and information are hereby made and furnished: Please answer all questions. If the answer is "none" or "not applicable," please so state. INFORMATION REQUIRED OF EACH PROSPECTIVE INVESTOR: 1. ____________________________________ (NAME) 2. _____________________________________ (D.O.B.) 3. _____________________________________ (# Of DEPENDENTS) 4. _____________________________________ (MARITAL STATUS) 5. _____________________________________ (CITIZENSHIP) 6. _____________________________________ (TELEPHONE) 7. _____________________________________ (SOCIAL SECURITY/TAX ID #) 8. _____________________________________ (ADDRESS) ------------------------------------- (ADDRESS) 9. _____________________________________ (STATE IN WHICH YOU ARE LICENSED TO DRIVE) ------------------------------------- (STATE IN WHICH YOU ARE LICENSED TO VOTE) 10. ------------------------------------- (STATE IN WHICH YOU FILE INCOME TAXES) 11. ------------------------------------- (EMPLOYER) 12. ------------------------------------- (POSITION/TITLE) 13. ------------------------------------- (BUSINESS ADDRESS) 14. ------------------------------------- (BUSINESS ADDRESS) 15. ------------------------------------- (BUSINESS TELEPHONE) 16. 17. If Individual: ___ $ 50,000 - $100,000 (a) Individual income during 2004: ___ $100,000 - $200,000 (Exclusive of spouse's income) ___ Above $200,000 ___ $ 50,000 - $100,000 (b) Individual income during 2003: ___ $ 100,000 - $200,000 (Exclusive of spouse's income) ___ Above $200,000 (c) Estimated Individual income ___ $ 50,000 - $100,000 during 2005: ___ $100,000 - $200,000 (Exclusive of spouse's income) ___ Above $200,000 18. If joint: ___ $ 100,000 - $300,000 (a) Joint income during 2004: ___ Above $300,000 (Inclusive of spouse's income) ___ $ 100,000 - $300,000 (b) Joint income during 2003: ___ Above $300,000 (Inclusive of spouse's income) (c) Estimated Joint income during 2005: ___ $100,000 - $300,000 (Inclusive of spouse's income) ___ Above $300,000 ___ Below $1,000,000 19. Estimated Net Worth ___ Above $1,000,000 The term "net worth" means the excess of total assets over total liabilities. In computing net worth, the principal residence of the investor must be valued at cost, including costs of improvements, or at recently appraised value by an institutional lender making a secured loan. 20. Total Assets if a corporation or other entity: ___ Under $5,000,000 ___ Over $5,000,000 21. Are you involved in any litigation, which, if an adverse decision occurred, would materially affect your financial condition? Yes No If yes, please provide details: ----- ----- 22. I consider myself to be an experienced and sophisticated investor or am advised by a qualified investment advisor, all as required under the various securities laws and regulations: Yes No . ----- ----- ----- 23. I understand the full nature and risk of an investment in the Units, and I can afford the complete loss of my entire investment. Yes No . ----- ----- ----- 24. I am able to bear the economic risk of an investment in the Units for an indefinite period of time and understand that an investment in the Units and the underlying securities is illiquid. Yes No . ----- ----- ----- ----- 25. I further understand that should I exercise my right to acquire the Units, I will be required to agree not to dispose of the Units or the underlying securities except in compliance with Rule 144 under the Act or any other conditions contained in the accompanying Subscription Agreement. Yes No . ----- ----- 26. Have you participated in other private placements of securities? Yes No . 27. What percentage of your current investments are comprised of private placements? 10% or less 11% to 25% 26% to 50% 51% or more ---- ---- ---- ---- 28. I understand that the Company and the Placement Agent will be relying on the accuracy and completeness of my responses to the foregoing questions and I represent and warrant to the Company and the Placement Agent as follows: a. The answers to the above questions are complete and correct and may be relied upon by the Company and the Placement Agent whether the offering in which I propose to participate is exempt from registration under the Act and the securities laws of certain states; b. I will notify the Company and the Placement Agent immediately of any material change in any statement made herein occurring prior to the closing of any purchase by me of an interest in the Company; and c. I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment; I am able to bear the economic risk of the investment and currently could afford a complete loss of such investment. IN WITNESS WHEREOF, I have executed this Purchaser Questionnaire this __________________ day of _______________________, 2005, and declare that it is truthful and correct to the best of my knowledge. - ----------------------------------------- -------------------------------- Signature of Prospective Investor Signature of Prospective Investor - ----------------------------------------- -------------------------------- Print Name Print Name Approved by Company: Kirshner Entertainment & Technologies, Inc. - ----------------------------------------- Signature - ----------------------------------------- Print Name - ----------------------------------------- Title - -------------- Date -----END PRIVACY-ENHANCED MESSAGE-----