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) May 8, 2006
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LINKWELL CORPORATION
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(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
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(Registrant's Telephone Number, Including Area Code)
(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 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
On May 8, 2006 the Board of Directors of Linkwell Corporation
determined that the company's financial statements for the fiscal year ended
December 31, 2005 should no longer be relied upon. The Board of Directors has
concluded that $333,675 reflected on the company's balance sheet at December 31,
2005 was improperly recorded as Deposit - Related party when it should have been
included in accounts receivable - related parties. This error was related to the
accounting for a transaction recorded in the fourth quarter of fiscal 2005 in
which the company's subsidiary, Shanghai Likang Disinfectant High-Tech Company,
Limited ("Likang"), purchased a building from a related party, Shanghai Likang
Pharmaceuticals Technology Company, Limited. Likang had previously leased
approximately 21,500 square feet of manufacturing space from Shanghai Likang
Pharmaceuticals Technology Company, Limited for approximately $11,500 annually.
The purchase price of $333,675 for this building was paid by Likang through the
reduction in accounts receivable due it by Shanghai Likang Pharmaceuticals
Technology Company, Limited. Shanghai Likang Pharmaceuticals Technology Company,
Limited distributes Likang's products to the commercial medical industry.
Linkwell Corporation is restating its balance sheet at December 31,
2005 and consolidated statements of cash flow for the year ended December 31,
2005. The restatement will result in:
Balance sheet:
* An increase in accounts receivable - related parties of
$335,675 from $538,695 to $872,370, which will have the effect
of increasing current assets from $4,505,866 to $4,839,541,
and
* an elimination of Deposit-related party of $333,675 which was
a long-term asset.
These changes will increase Linkwell Corporation's working capital from
$2,090,322 to $2,423,997, but will not change its total assets.
Consolidated statement of cash flows
* Net cash used in continuing operating activities will increase
$667,350 from $268,228 to $935,578 which will reflect
the increase in accounts receivable - related party,
* Net cash used in investing activities will decrease by
$333,675 from $579,268 to $245,593 and net cash provided by
financing activities will increase $333,675 from $1,827,070 to
$2,160,745 which will reflect the payment for the building as
a reclassification of the reduction in accounts receivable -
related party.
The restatement will not result in any change to Linkwell Corporation's
consolidated statement of operations for fiscal 2005 nor its consolidated
statement of changes in stockholders' equity.
Mr. Xuelian Bian, the CEO of Linkwell Corporation, has discussed these
matters with Sherb & Co., LLP, the company's independent registered public
accounting firm.
Linkwell Corporation will file an amendment to its Annual Report on
Form 10-KSB for the year ended December 31, 2005 as soon as practicable
reflecting the restated financial statements.
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.
LINKWELL CORPORATION
By:/s/ Xuelian Bian
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Xuelian Bian, Chief Executive Officer
DATED: May 9, 2006