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 Linkwell Corp Common (PINK:LWLL)

Wednesday, November 27, 2013
Reverse Merger Activity
Item 1.01                      Entry into a Material Definitive Agreement.
Item 2.01                      Completion of Acquisition or Disposition of Assets.

On April 20, 2013 Metamining Nevada, Inc. (“Metamining Nevada”), a wholly-owned subsidiary of Linkwell Corporation (the “Company”), entered into a Cancellation Agreement (the “Cancellation Agreement”) with Metawise Group, Inc. (“Metawise”), a related party, terminating the Contract Agreement – Mobile Iron Ore Fines Project (the “Contract Agreement”) between the two parties dated January 13, 2013. Metawise, a minority shareholder in Metamining, Inc. which is the former parent of Metamining Nevada prior to our acquisition of the company in March 2012 is co-owned by Song Qiang Chen and Ling Li, members of our Board of Directors and officers of Metamining Nevada.

Under the terms of the original Contract Agreement, Metamining Nevada was granted the exclusive rights to manage, operate and facilitate the sale to Metawise’s customers of approximately 5 million tons of iron ore fines stockpiled at a facility near Mobile, Alabama for the four year period commencing on the date Metamining Nevada receives a notice to proceed from Metawise.  Metamining Nevada is entitled to receive $10.00 from the net profit per dry metric ton for the product sold by Metawise, and Metamining Nevada is obligated to pay certain additional costs, and assume certain additional responsibilities, as described in the Contract Agreement.

Due to the lack of cash flow and capital contribution, Metamining Nevada is unable to perform their obligation as according to the Contract Agreement, thus both parties agrees to terminate the Contract Agreement. Metamining Nevada will continue to work with Metawise as sales consultant till further agreement is reached.

This termination of the Contract Agreement will have no financial effects on the Company.

The terms of the Cancellation Agreement described above are qualified in their entirety by reference to the agreement which is filed as Exhibit 10.16 to this report.

               On November 14, 2013, Linkwell Corporation ("Linkwell") sold its 100% interest in Metamining Nevada, Inc., a Nevada company (“Metamining Nevada”) pursuant to the terms of an Equity Transfer Agreement between Linkwell and Metamining, Inc., a California company ("Metamining") from which we acquired 100% ownership of Metamining Nevada on March 20, 2012.

               Under the terms of the Equity Transfer Agreement, Metamining purchased 100% of the issued and outstanding Metamining Nevada Shares ("Metamining Nevada Shares") from Linkwell. In consideration of the transfer by Linkwell of the Metamining Nevada Shares to Metamining, Metamining cancelled 9,000,000 shares of Linkwell's common stock, par value $.001 per share ("LWLL Shares") and 3,000,000 Series C common stock purchase warrants ("LWLL Warrants") owned by Metamining.

Metamining Nevada is a development stage company which was established in March 2011. In April 2011 Metamining entered into agreements with unrelated third parties to acquire rights to mining claims, together with certain real property rights, on approximately 4,500 acres in northern Nevada for an aggregate purchase price of $14,250,000 (the "Loan Agreement"). During the terms of the Loan Agreement, Metamining Nevada has the right to explore and mine the properties and the quit claim deeds for these properties are being held in escrow pending payment in full of the purchase price.  If any portion of the purchase price were not to be paid when due, subject to certain extensions as described in the agreements, all amounts paid are forfeited and the agreements are terminated.  Due to the lack of cash flow and capital contribution, Metamining Nevada is unable to perform their obligation as according to the Loan Agreements, thus Linkwell desired to sell and Metamining agreed to purchase 100% of the issued and outstanding Metamining Nevada shares through an Equity Transfer Agreement. Furthermore, Linkwell desired to cancel an aggregate of 581,973 shares of Series C convertible preferred stock which were issued to China Direct Investments, Inc. ("CDI") on March 20, 2012 for services rendered in connection with our acquisition of Metamining Nevada.

               The terms of the Equity Transfer Agreement described above are qualified in their entirety by reference to the agreement which is filed as Exhibit 10.17 to this report.  We expect to write down the asset and liability on the disposition of this subsidiary of approximately $14 million during the fourth quarter of fiscal 2013.

Wednesday, August 22, 2012
Comments & Business Outlook
 LINKWELL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 
   
For three months ended
   
For six months ended
From inception
 (March 30,2011) to
 
   
June 30, 2012
   
June 30, 2011
   
June 30, 2012
   
June 30, 2011
 
                         
Revenues
 
$
1,111,092
   
$
-
   
$
1,111,092
   
$
-
 
Revenues-related parties
   
3,356,276
     
-
     
3,356,276
     
-
 
     Total revenues
   
4,467,368
     
-
     
4,467,368
         
Cost of revenues
   
2,458,088
     
-
     
2,458,088
     
-
 
     Gross profit
   
2,009,280
     
-
     
2,009,280
     
-
 
Operating (expenses) income:
                               
   Selling expenses
   
293,193
     
-
     
293,193
     
-
 
   General and administrative expenses
   
840,642
     
5,305
     
862,662
     
30,968
 
       Total operating expenses
   
1,133,835
     
5,305
     
1,155,855
     
30,968
 
     Income (loss) from operation
   
875,445
     
(5,305)
     
853,425
     
(30,968)
 
Other (expenses) income:
                               
   Other income
   
33,258
     
-
     
33,258
     
-
 
   Interest income
   
389
     
-
     
389
     
-
 
   Interest expense
   
(25,362)
     
-
     
(25,362)
     
-
 
       Total other income (expense)
   
8,285
     
-
     
8,285
     
-
 
  Net income (loss) before income taxes
   
883,730
     
(5,305)
     
861,710
     
(30,968)
 
   Income tax expense
   
(199,090)
     
-
     
(199,090)
     
-
 
    Net income (loss)
   
684,640
     
(5,305)
     
662,620
     
(30,968)
 
Less: Net income to non-controlling interests
   
81,500
     
-
     
81,500
     
-
 
      Net income (loss) to common stockholders
 
$
603,140
   
$
(5,305)
   
$
581,120
   
$
(30,968)
 
                                 
COMPREHENSIVE INCOME (LOSS):
                               
  Net income (loss)
   
684,640
     
(5,305)
     
662,620
     
(30,968)
 
   Foreign currency translation adjustments
   
(89,448)
     
-
     
(89,448)
     
-
 
Comprehensive income (loss)
 
$
595,192
   
$
(5,305)
   
$
573,172
   
$
(30,968)
 
                                 
Basic and diluted income per common share:
                               
   Basic
 
$
0.01
   
$
-
   
$
0.00
   
$
-
 
   Diluted
 
$
0.01
   
$
-
   
$
0.00
   
$
-
 
                                 
   Basic weighted average common shares outstanding
   
119,605,475
     
-
     
119,605,475
     
-
 
   Diluted weighted average common shares outstanding
   
119,605,475
     
-
     
119,605,475
     
-
 

Monday, April 2, 2012
Acquisition Activity
SHANGHAI, April 2, 2012 /PRNewswire/ -- Linkwell Corporation "Linkwell"(OTC:LWLL), a developer, manufacturer and distributer of disinfectant healthcare products in China, announced today it has entered into a definitive share exchange agreement with Metamining Inc. ("Metamining") to acquire  Metamining Nevada, Inc., ("Metamining Nevada") as a wholly owned subsidiary, in exchange for nine million shares of its newly issued Series C convertible preferred stock and three million warrants to purchase common stock.  After giving effect to a planned 1 for 200 reverse stock split, the Series C preferred is convertible into nine million shares of common stock, and the three million common stock purchase warrants are exercisable for a period of five years from the date of issuance at $5.00 per share.

Wednesday, February 22, 2012
Share Structure

On January 4, 2012, Linkwell Corporation (the “Company”), pursuant to a Legal Services Agreement, dated January 1, 2012 (the “Agreement”), by and between the Company and the Shanghai Hai Mai Law Firm (“Shanghai Hai Mai”), agreed to issue to Shanghai Hai Mai the aggregate amount of 6,000,000 shares of the Company’s common stock, $0.0005 par value per share (the “Shares”). The Shares were issued as compensation for legal services to be provided by Shanghai Hai Mai during the two year term of the Agreement.

The Shares were issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Rule 903 of Regulation S promulgated thereunder (“Regulation S”), as an offshore offer and sale to a non-“U.S. person” (as defined in Regulation S), and/or Section 4(2) of the Securities Act of 1933.


Tuesday, November 15, 2011
Comments & Business Outlook
LINKWELL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)

   
NINE MONTHS ENDED
SEPTEMBER 30,
   
THREE MONTHS ENDED SEPTEMBER 30,
 
   
2011
   
2010
   
2011
   
2010
 
NET SALES
                       
     Non-related companies
  $ 5,452,839     $ 4,776,102     $ 1,998,740     $ 1,734,770  
     Related companies
    5,857,573       4,659,090       2,290,577       1,835,574  
        Total Net Sales
    11,310,412       9,435,192       4,289,317       3,570,344  
                                 
COST OF SALES
    6,105,273       4,861,480       2,324,049       1,867,584  
                                 
GROSS PROFIT
    5,205,139       4,573,712       1,965,268       1,702,760  
                                 
OPERATING EXPENSES
                               
     Selling
    846,833       977,336       325,774       286,453  
     General and administrative
    2,462,773       2,306,356       602,092       724,230  
         Total Operating Expenses
    3,309,606       3,283,692       927,867       1,010,683  
                                 
INCOME FROM OPERATIONS
    1,895,533       1,290,020       1,037,401       692,077  
                                 
OTHER INCOME (EXPENSES)
                               
     Other income
    38,629       47,715       58,410       20,962  
     Interest expense
    (60,444 )     (61,777 )     (26,537 )     (24,910 )
        Total Other Expenses, net
    (21,815 )     (14,062 )     31,873       (3,948 )
                                 
INCOME BEFORE INCOME TAX
    1,873,718       1,275,958       1,069,274       688,129  
                                 
INCOME TAX EXPENSE
    (377,247 )     (241,376 )     (142,132 )     (98,491 )
 
                               
NET INCOME INCLUDING NONCONTROLLING INTEREST
    1,496,471       1,034,582       927,142       589,638  
                                 
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
    (212,551 )     (119,596 )     (93,693 )     (59,418 )
                                 
NET INCOME ATTRIBUTABLE TO LINKWELL CORP
    1,283,920       914,986       833,449       530,220  
                                 
OTHER COMPREHENSIVE INCOME
                               
     Foreign currency translation
    671,693       249,634       300,082       178,336  
                                 
COMPREHENSIVE INCOME
  $ 1,955,613     $ 1,164,620     $ 1,133,531     $ 708,556  
                                 
BASIC AND DILUTED INCOME PER COMMON SHARE:
                               
    Basic earnings per shares
  $ 0.01     $ 0.01     $ 0.01     $ 0.01  
    Diluted earnings per shares
  $ 0.01     $ 0.01     $ 0.01     $ 0.01  
                                 
WEIGHTED AVERAGE SHARES OUTSTANDING:
                               
    Basic
    90,385,695       86,605,475       94,605,475       86,605,475  
    Diluted
    90,385,695       86,605,475       94,605,475       86,605,475  
 

Friday, September 2, 2011
Investor Alert
The inability to obtain debt or equity financing could have a material adverse effect on our operating results, and as a result, we could be required to cease or significantly reduce our operations, seek a merger partner or sell additional securities on terms that may be disadvantageous to shareholders.

Sunday, April 3, 2011
Liquidity Requirements
We currently have no material commitments for capital expenditures. As of December 31, 2010, we had a total of $1,132,469 in outstanding short term loans, which will mature in 2011. Other than our working capital and loans, we presently have no other alternative capital resources available to us. We plan to build additional product lines and upgrade our manufacturing facilities in order to expand our production capacity and improve the quality of our products. Based on our preliminary estimates, upgrades and expansion will require additional capital of approximately $1 million.