10QSB 1 a2181144z10qsb.htm 10QSB
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

ý   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly report ended September 30, 2007

o

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT


For the transition period from                   to                   

Commission File Number:    000-24977

LINKWELL CORPORATION
(Exact name of small business issuer as specified in charter)

FLORIDA   65-1053546
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

No. 476 Hutai Branch Road, Baoshan District, Shanghai, China 200436
(Address of principal executive offices)

(86) 21-56689332
(Issuer's telephone number)

not applicable
(Former name, former address and former fiscal year, if changed since last report)

        Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý    No o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes o    No ý

APPLICABLE ONLY TO CORPORATE ISSUERS

        State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: At November 11, 2007, there were 73,531,675 shares of common stock issued and outstanding.

        Transitional Small Business Disclosure Format (Check one):    Yes o    No ý




LINKWELL CORPORATION AND SUBSIDIARIES
FORM 10-QSB
QUARTERLY PERIOD ENDED September 30, 2007

INDEX

 
   
  Page
PART I. FINANCIAL INFORMATION   4

Item 1.

 

Consolidated Financial Statements

 

4
    Consolidated Balance Sheet (Unaudited) As of September 30, 2007   5
    Consolidated Statements of Operations (Unaudited)
    For the Three and Nine Months Ended September 30, 2007 and 2006
  6
    Consolidated Statements of Cash Flows (Unaudited)
    For the Nine Months Ended September 30, 2007 and 2006
  7
    Notes to Unaudited Consolidated Financial Statements   8

Item 2.

 

Management's Discussion and Analysis or Plan of Operation

 

21

Item 3.

 

Controls and Procedures

 

30

PART II. OTHER INFORMATION

 

32

Item 1.

 

Legal Proceedings

 

32

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

32

Item 3.

 

Default Upon Senior Securities

 

32

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

32

Item 5.

 

Other Information

 

32

Item 6.

 

Exhibits

 

32

Signature

 

33

2


CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

        Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, the risk of doing business in the People's Republic of China ("PRC"), our ability to implement our strategic initiatives, our access to sufficient capital, the effective integration of our subsidiaries in the PRC into a U.S. public company structure, economic, political and market conditions and fluctuations, government and industry regulation, Chinese and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

When used in this quarterly report, the terms:

  "Linkwell", the "Company", "we" and "us" refers to Linkwell Corporation,
        a Florida corporation, our subsidiaries,

  "Linkwell Tech" refers to our subsidiary Linkwell Tech Group, Inc.,
        a Florida corporation,

  "LiKang Disinfectant" refers to Shanghai LiKang Disinfectant High-Tech Company, Limited,
        a 90% owned subsidiary of Linkwell Tech, and

  "LiKang International" refers to Shanghai LiKang International Trade Co., Ltd.,
        a wholly owned subsidiary of Linkwell.

We also use the following terms when referring to certain related parties:

  "Shanhai" refers to Shanghai Shanhai Group,
        a Chinese company which is the minority owner of LiKang Disinfectant,

  "Meirui" refers to Shanghai LiKang Meirui Pharmaceuticals High-Tech Co., Ltd.,
        a company of which Shanhai is a majority shareholder,

  "LiKang Pharmaceuticals" refers to Shanghai LiKang Pharmaceuticals Technology Co., Ltd.,
        a company owned by our officers and directors, and

  "Biological" refers to Shanghai LiKang Biological High-Tech Co., Ltd.,
        a company owned by our officers and directors.

The information which appears on our web site at www.linkwell.us is not part of this report.

3



PART I—FINANCIAL INFORMATION

ITEM 1. Linkwell Corporation and subsidiaries consolidated financial statements

        The Consolidated Statements of Earnings of Linkwell Corporation and subsidiaries (the "Company", "we" or "our") for the nine months ended September 30, 2007 and 2006, the Consolidated Balance Sheets as of September 30, 2007, and the Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006 follow. In the opinion of management, these unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods reported. However, such financial statements may not necessarily be indicative of annual results.

4



LINKWELL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2007

(Unaudited)

 
   
 
ASSETS        
Current Assets        
  Cash and cash equivalents   $ 990,223  
  Accounts receivable—net of allowance for doubtful accounts of $111,569     2,951,884  
  Accounts receivable—related party     2,361,397  
  Other receivable     546,783  
  Inventories, net     675,400  
  Prepaid expenses and other current assets     210,541  
   
 
    Total Current Assets     7,736,228  

Due From Related Parties

 

 

824,731

 
Property, plant and equipment,net     743,408  
Intangible Assets—Net     38,964  
   
 
      TOTAL ASSETS   $ 9,343,331  
   
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 
Current Liabilities        
  Loans payable   $ 678,408  
  Loan payable—related party     165,471  
  Accounts payable and accrued expenses     1,435,071  
  Due to related party     366,710  
  Advances from customers     222,440  
   
 
    Total Current Liabilities     2,868,100  

Minority Interest

 

 

535,324

 
   
 

Stockholders' Equity:

 

 

 

 
  Preferred stock (No Par Value; 10,000,000 Shares Authorized; No shares issued and outstanding)      
  Common Stock ($0.0005 Par Value; 150,000,000 Shares Authorized; 73,531,675 shares issued and outstanding)     36,766  
  Additional paid-in capital     5,696,886  
  Accumulated deficit     (105,630 )
  Deferred compensation     (88,047 )
  Other comprehensive gain—foreign currency     399,932  
   
 
    Total Stockholders' Equity     5,939,907  
   
 
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 9,343,331  
   
 

See accompanying notes to unaudited condensed consolidated financial statements

5



LINKWELL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 
  For the Three months Ended
September 30,

  For the Nine months Ended
September 30,

 
 
  2007
  2006
  2007
  2006
 
Net Revenues:                          
  Non-affiliated companies   $ 2,819,466   $ 1,235,172   $ 7,761,944   $ 2,637,634  
  Affiliated companies     553,283     667,900     1,588,857     2,597,215  
   
 
 
 
 
Total Net Revenues     3,372,749     1,903,072     9,350,801     5,234,849  
Cost of Sales     2,253,875     944,482     6,110,573     2,934,522  
   
 
 
 
 
Gross Profit     1,118,874     958,590     3,240,228     2,300,327  
Operating Expenses                          
  Selling expenses     220,481     145,382     824,207     350,589  
  General and administrative expenses     887,743     272,386     1,474,302     857,424  
   
 
 
 
 
Total Operating Expenses     1,108,224     417,768     2,298,509     1,208,013  

Income From Operations

 

 

10,650

 

 

540,822

 

 

941,719

 

 

1,092,314

 

Other Income (Expenses):

 

 

 

 

 

 

 

 

 

 

 

 

 
  Other income(Expenses)     (889 )   2,142     117,146     2,142  
  Registration rights penalty         (90,000 )       (120,000 )
  Interest income     2,994     1,059     4,804     3,482  
  Interest expense—related party     (4,411 )   (6,515 )   (13,051 )   (19,509 )
  Interest expense     (14,651 )   (10,996 )   (37,227 )   (30,777 )
   
 
 
 
 
Total Other Income (Expenses)     (16,957 )   (104,310 )   71,672     (164,662 )

Income before Discontinued Operations, Income Taxes And Minority Interest

 

 

(6,307

)

 

436,512

 

 

1,013,391

 

 

927,652

 
Gain from discontinued operations                 12,794  
  Income tax     (27,357 )   (48 )   (106,961 )   (62,430 )
  Minority interest     (48,667 )   (61,396 )   (141,004 )   (112,256 )
   
 
 
 
 
  Net Income     (82,331 )   375,068     765,426     765,760  

Cumulative Preferred Dividends

 

 


 

 

(42,548

)

 


 

 

(96,240

)
   
 
 
 
 
Net Income (Loss) Attributable To Common Shareholders   $ (82,331 ) $ 332,520   $ 765,426   $ 669,520  
   
 
 
 
 
Basic And Diluted Income (Loss) Per Common Share:                          
  Basic   $ 0.00   $ 0.01   $ 0.01   $ 0.01  
   
 
 
 
 
  Diluted   $ 0.00   $ 0.01   $ 0.01   $ 0.01  
   
 
 
 
 
Weighted Average Common Shares Outstanding:                          
  Basic     73,472,979     55,810,336     73,061,329     49,039,871  
   
 
 
 
 
  Diluted     75,858,340     57,687,061     75,442,390     52,687,018  
   
 
 
 
 

See accompanying notes to unaudited condensed consoldated financial statement

6



LINKWELL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 
  Nine months Ended
September 30,

 
 
  2007
  2006
 
Cash Flows from Operating Activities              
Net income   $ 765,426   $ 765,760  
Gain from discontinued operations         (12,794 )
   
 
 
Income from continuing operations     765,426     752,966  
Adjustments to reconcile net income from operations to net cash provided by (used in) operating activities:              
  Depreciation and amortization     50,724     69,473  
  Minority interest     141,004     119,770  
  Allowance for doubtful accounts     (33,070 )   73,316  
  Allowance for doubtful accounts—related party     (87,937 )    
  Stock-based compensation     645,025     109,236  
  Changes in assets and liabilities:              
    Accounts receivable     (1,235,937 )   (383,904 )
    Accounts receivable—related party     (867,035 )   (551,300 )
    Other receivable     (132,782 )   (239,370 )
    Inventories     (138,917 )   223,752  
    Prepaid and other current assets     157,100     (1,103,239 )
    Other assets         734  
    Accounts payable and accrued expenses     106,709     53,719  
    Accounts payable—related party         24,168  
    Tax payable     (358 )   (77,329 )
    Advances from customers     (31,994 )   1,195,340  
   
 
 
Net cash provided by (used in) operating activities   $ (662,042 ) $ 267,332  
   
 
 
Cash Flows from Investing Activities              
  Decrease in loan receivable     48,609      
  Increase in deposit in investment           (252,627 )
  Increase in loan receivable—related party     (824,731 )    
  Purchase of property, plant and equipment     (46,874 )   (136,660 )
  Purchase of Intangible Assets     (41,237 )    
   
 
 
  Net cash used in investing activities   $ (864,233 ) $ (389,287 )
   
 
 
Cash Flows from Financing Activities              
  Repayment of loans payable         (63,157 )
  Repayment of loan payable—related party     162,443     117,472  
  Proceeds from Warrants Exercised     321,332      
   
 
 
Net cash provided by financing activities   $ 483,775   $ 54,315  
   
 
 
Effect of exchange rate changes on cash and cash equivalents     319,000     26,140  
   
 
 
Net decrease in cash and cash equivalents     (723,500 )   (41,500 )
Cash and cash equivalents at beginning of year     1,713,723     1,460,078  
   
 
 
Cash and cash equivalents at end of period   $ 990,223   $ 1,418,578  
   
 
 
Supplemental Cash Flow Information:              
Cash paid during the period for:              
Interest   $ 50,278   $ 50,286  
   
 
 
Income taxes   $   $ 62,430  
   
 
 

See accompanying notes to unaudited condensed consolidated financial statement

7



LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2007

(UNAUDITED)

NOTE 1—ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

        Linkwell Corporation (formerly Kirshner Entertainment & Technologies, Inc.) (the "Company") was incorporated in the state of Colorado on December 11, 1996. On May 31, 2000, the Company acquired 100% of HBOA.Com, Inc. The Company focused on development of an Internet portal through which home based business owners, as well as commercial private label businesses, obtain the products, services, and information necessary to start, expand and profitably run their businesses. On December 28, 2000, the Company formed a new subsidiary, Aerisys Incorporated ("Aerisys"), a Florida corporation, to handle its commercial private business. In June 2003, the Company formed its entertainment division and changed its name to reflect this new division. Effective as of March 31, 2003, we discontinued our entertainment division and our technology division, except for the Aerisys operations that continue on a limited basis.

        On May 2, 2005, the Company entered into and consummated a share exchange with all of the shareholders of Linkwell Tech Group, Inc. ("Linkwell"). Pursuant to the share exchange, the Company acquired 100% of the issued and outstanding shares of Linkwell's common stock, in exchange for 36,273,470 shares of our common stock, which at closing represented approximately 87.5% of the issued and outstanding shares of our common stock. As a result of the transaction, Linkwell became our wholly owned subsidiary. For financial accounting purposes, the exchange of stock was treated as a recapitalization of Kirshner with the former shareholders of the Company retaining 7,030,669 or approximately 12.5% of the outstanding stock. The consolidated financial statements reflect the change in the capital structure of the Company due to the recapitalization and the consolidated financial statements reflect the operations of the Company and its subsidiaries for the periods presented.

        Linkwell was founded on June 22, 2004, as a Florida corporation. On June 30, 2004, Linkwell acquired 90% of Shanghai LiKang Disinfectant High-Tech Company, Ltd. ("LiKang Disinfectant") through a stock exchange. The transaction on which Linkwell acquired its 90% interest in LiKang Disinfectant resulted in the formation of a U.S. holding company by the shareholders of LiKang as it did not result in a change in the underlying ownership interest of LiKang Disinfectant. LiKang Disinfectant is a science and technology enterprise founded in 1988. LiKang Disinfectant is involved in the development, production, marketing and sale, and distribution of disinfectant health care products.

        LiKang Disinfectant's products are utilized by the hospital and medical industry in China. LiKang Disinfectant has developed a line of disinfectant product offerings. LiKang Disinfectant regards the hospital disinfecting products as the primary segment of its business. LiKang Disinfectant has developed and manufactured several series of products in the field of skin mucous disinfection, hand disinfection, surrounding articles disinfection, medical instruments disinfection and air disinfection.

        On June 30, 2005, the Company's Board of Directors approved an amendment of its Articles of Incorporation to change the name of the Company to Linkwell Corporation. The effective date of the name change was after close of business on August 16, 2005.

        In August 2006, LiKang incorporated a new subsidiary, Shanghai LiKang International Trade Co., Ltd ("LiKang International"). The primary business of LiKang International involves import and export activities relating to computer, computer components, instruments and meters, electromechanical devices, constructional materials, metallic material, hardware, handiwork, knitting textile, furniture, chemical raw materials, and business consulting service, investment consulting, graphics design, conference services, exhibition services, equipment lease and import and export of technology.

8



        LiKang International is 100% owned by Shanghai LiKang Disinfection High-Tech Co., Ltd. and conducts business in the same building with LiKang Disinfectant.

BASIS OF PRESENTATION

        Certain reclassifications have been made to the prior year to conform to current year presentation. The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The consolidated financial statements of the Company include the accounts of its wholly-owned subsidiary, Linkwell Tech Group, Inc., and its 90%-owned subsidiary, LiKang Disinfectant. All significant inter-company balances and transactions have been eliminated.

USE OF ESTIMATES

        The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates in the nine month period ended September 30, 2007 and 2006 include the allowance for doubtful accounts, stock-based compensation, the useful life of property and equipment and intangible assets, the inventory reserve, and the valuation of derivative liabilities.

FAIR VAULE OF FINANCIAL INSTRUMENTS

        The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, customer advances, loans and amounts due from related parties approximate their fair market value based on the short-term maturity of these instruments.

CASH AND CASH EQUIVALENTS

        For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

ACCOUNTS RECEIVABLE

        The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. At September 30, 2007, the Company has established, based on a review of its third party accounts receivable outstanding balances, an allowance for doubtful accounts in the amount of $111,569.

9



INVENTORIES

        Inventories, consisting of raw materials, work in process and finished goods related to the Company's products are stated at the lower of cost or market utilizing the weighted average method. The valuation of inventory requires the Company to estimate obsolete or excess inventory based on analysis of future demand for our products. Due to the nature of the Company's business and our target market, levels of inventory in the distribution channel, changes in demand due to price changes from competitors and introduction of new products are not significant factors when estimating the Company's excess or obsolete inventory. If inventory costs exceed expected market value due to obsolescence or lack of demand, inventory write-downs may be recorded as deemed necessary by management for the difference between the cost and the market value in the period that impairment is first recognized.

PROPERTY AND EQUIPMENT

        Property and equipment are carried at cost. Depreciation and amortization are provided using the straight-line method over the estimated economic lives of the assets, which are from five to 40 years. The cost of repairs and maintenance are expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

IMPAIRMENT OF LONG-LIVED ASSETS

        In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the nine months ended September 30, 2007.

ADVANCES FROM CUSTOMERS

        Advances from customers at September 30, 2007 of $222,440 consist of prepayments from third party customers to the Company for merchandise that had not yet been shipped by the company. The Company will recognize the deposits as revenue as customers take delivery of the goods, in compliance with its revenue recognition policy.

INCOME TAXES

        The Company files federal and state income tax returns in the United States for its domestic operations, and files separate foreign tax returns for the Company's Chinese subsidiaries. Income taxes are accounted for under Statement of Financial Accounting Standards No. 109, "Accounting for Income

10



Taxes," which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns.

INCOME (LOSS) PER COMMON SHARE

        The Company presents net income (loss) per share ("EPS") in accordance with SFAS No. 128, "Earnings per Share". Accordingly, basic income (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding, without consideration for common stock equivalents. Diluted net income per share is computed by dividing the net income by the weighted-average number of common shares outstanding as well as common share equivalents outstanding for the period determined using the treasury-stock method for stock options and warrants and the if-converted method for convertible notes. The Company has made an accounting policy election to use the if-converted method for convertible securities that are eligible to participate in common stock dividends, if declared. If the if-converted method was anti-dilutive (that is, the if-converted method resulted in a higher net income per common share amount than basic net income per share calculated under the two-class method), then the two-class method was used to compute diluted net income per common share, including the effect of common share equivalents. Diluted earnings per share reflects the potential dilution that could occur based on the exercise of stock options or warrants, unless such exercise would be anti-dilutive, with an exercise price of less than the average market price of the Company's common stock.

        The Company' common stock equivalents at September 30, 2007 and 2006 include the following:

 
  September 30
 
  2007
  2006
Convertible preferred stock     6,500,000
Warrants   33,921,545   37,134,865
   
 
    33,921,545   43,634,865
   
 

REVENUE RECOGNITION

        The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectibility is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company:

        The Company's revenues from the sale of products are recorded when the goods are shipped, title passes, and collectibility is reasonably assured.

        The Company's revenues from the sale of products to related parties are recorded when the goods are shipped which occurs simultaneously with the shipment being made by our related parties to their customers. Upon shipment, title passes, and collectibility is reasonably assured. The Company receives

11



purchase orders from our related parties on an as need basis from the related party customers. Generally, the related party does not hold the Company's inventory. If the related party has inventory on hand at the end of a reporting period, the sale is reversed and the inventory is included on the Company's balance sheet.

        Prior to October 1, 2006, LiKang International follows the guidance of EITF99-19 "Reporting Revenue Gross as a Principal versus Net as an agent." LiKang International records the net revenue when the supplier is the primary obligor in the arrangement. Since October 1, 2006, LiKang International has become the primarily obligor for providing products to its customers and takes ownership of its inventory. Accordingly, effective October 1, 2006, LiKang International records gross revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determined, and collectibility is reasonable assured.

CONCENTRATION OF CREDIT RISK

        Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company places its cash with high credit quality financial institutions in the U.S. and in China. Almost all of the Company's sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally wide distribution of our products and shorter payment terms than customary in PRC. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. For the nine months ended September 30, 2007 and 2006, sales to related parties accounted for 17% and 49.6% of net revenues, respectively.

COMPREHENSIVE INCOME

        The Company uses Statement of Financial Accounting Standards No.130 (SFAS 130) "Reporting Comprehensive Income". Comprehensive income is comprised of net income and all changes to the statements of stockholders' equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders.

SHIPPING COSTS

        Shipping costs are included in selling and marketing expenses and totaled $305,234 and $125,105 for the nine months ended September 30, 2007 and 2006, respectively.

ADVERTISING

        Advertising is expensed as incurred. For the nine months ended September 30, 2007 and 2006, advertising expenses amounted to $90,141 and $17,405, respectively.

12



STOCK-BASED COMPENSATION

        Effective October 1, 2005, the Company adopted Statement of Financial Accounting Standards No.123 (revised 2004), Share Based Payment ("SFAS No. 123R"). SFAS No.123R establishes the financial accounting and reporting standards for stock-based compensation plans. As required by SFAS No. 123R, the Company recognized the cost resulting from all stock-based payment transactions including shares issued under its stock option plans in the financial statements.

NON-EMPLOYEE STOCK BASED COMPENSATION

        The cost of stock-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Emerging Issues Task Force Issue ("EITF") 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services" ("EITF 96-18").

REGISTRATION RIGHTS AGREEMENTS

        The Company has adopted View C of EITF 05-4 "Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument Subject to EITF 00-19" ("EITF 05-4"). Accordingly, the Company classifies as liability instruments, the fair value of registration rights agreements when such agreements (i) require it to file, and cause to be declared effective under the Securities Act, a registration statement with the SEC within contractually fixed time periods, and (ii) provide for the payment of liquidating damages in the event of its failure to comply with such agreements. Under View C of EITF 05-4, (i) registration rights with these characteristics are accounted for as derivative financial instruments at fair value and (ii) contracts that are (a) indexed to and potentially settled in an issuer's own stock and (b) permit gross physical or net share settlement with no net cash settlement alternative are classified as equity instruments. At December 31, 2006, we reflected accrued registration rights penalty payable of $120,000 in connection with the Company's Series B Preferred Stock offering. During the nine months ended September 30, 2007, each of the investors from the Series B Preferred Stock offering elected to waive their right to penalties related to the Series B Preferred Stock offering. Accordingly, the full amount of the accrued penalty approximately $117,000, which has been waived, has been included as an element of other income in our consolidated statements of operations at September 30, 2007.

FOREIGN CURRENCY TRANSLATION

        Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Transactions and balances in other currencies are converted into U.S. dollars in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, "Foreign Currency Translation" and are included in determining net income or loss.

        The functional and reporting currency is the U.S. dollar. The functional currency of the Company's Chinese subsidiary is Renminbi, the local currency, or sometimes referred to as the Chinese Yuan

13


("RMB"). The financial statements of the subsidiary are translated into United States dollars using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations and were not material during the periods presented. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. The cumulative translation adjustment was $399,932 for nine months ended September 30, 2007 and effect of exchange rate changes on cash at September 30, 2007 was $319,000.

RESEARCH AND DEVELOPMENT

        Research and development costs are expensed as incurred. These costs primarily consist of cost of material used and salaries paid for the development of the Company's products and fees paid to third parties. Research and development costs for the nine months ended September 30, 2007 and 2006 were approximately $10,694 and $32,939, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

        In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of FAS 115" (Statement 159). Statement 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. Statement 159 is effective for fiscal years beginning after November 19, 2007. The Company is currently evaluating the timing of adoption and the impact that adoption might have on its financial position or results of operations.

        On May 2, 2007, the FASB issued FASB Staff Position FIN 48-1, or FSP FIN 48-1, "Definition of Settlement in FASB Interpretation No. 48". FSP FIN 48-1 provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The Company retroactively adopted the provisions of FSP FIN 48-1 effective January 1, 2007 and has determined that it had no impact on its consolidated financial statements.

        In June 2007, the EITF reached a consensus on EITF Issue No. 07-3 "Accounting for Advance Payments for Goods or Services to be Received for Use in Future Research and Development Activities" ("EITF 07-3"). EITF 07-3 provides clarification surrounding the accounting for non-refundable research and development advance payments, whereby such payments should be recorded as an asset when the advance payment is made and recognized as an expense when the research and development activities are performed. EITF 07-3 will be effective for the Company on a prospective basis beginning January 1, 2008.

        Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

14


NOTE 2—INVENTORIES

        A summary of inventories by major category at September 30, 2007 is as follows:

 
  September 30,
2007

 
Raw materials   $ 497,170  
Work-in-process     29,065  
Finished goods     281,398  
   
 
      807,633  
Less: Reserve for obsolescence     (132,233 )
   
 
Net inventories   $ 675,400  
   
 

NOTE 3—PROPERTY AND EQUIPMENT

        At September 30, 2007, property and equipment consist of the following:

 
  Estimated
Useful Life
(In years)

  September 30,
2007
(Unaudited)

 
Office equipment and furniture   5-7   $ 136,158  
Autos and trucks   5     143,990  
Manufacturing equipment   7     245,843  
Building and land   20     525,225  
       
 
          1,051,216  
Less: Accumulated depreciation         (307,808 )
       
 
Total property and equipment, net       $ 743,408  
       
 

        For the nine months ended September 30, 2007 and 2006, depreciation expense amounted to $48,498 and $69,473, respectively.

NOTE 4—INTANGIBLE ASSETS

        Intangible assets consist of the following components:

September 30, 2007
Amortized
Intangible Assets:

  Weighted
Average Life
(In years)

  Gross
Carrying
Amount

  Accumulated
Amortization

  Net
Carrying
Amount

Capitalized ERP System   3   $ 41,237   $ 2,273   $ 38,964
       
 
 
        $ 41,237   $ 2,273   $ 38,964
       
 
 

15


NOTE 5—LOANS PAYABLE

        Loans payable consisted of the following at September 30, 2007:

Note to De Chang Credit Union due on June 3, 2008 with interest at 7.88% per annum. Guaranteed by Shanghai Shanhai (RMB2,600,000)   $ 345,855

Note to De Chang Credit Union due on December 3, 2007 with interest 7.34% per annum. Guaranteed by Shanghai Shanhai and Chairman Bian (RMB2,500,000)

 

$

332,553
   
Total Loans Payable   $ 678,408
   

NOTE 6—RELATED PARTY TRANSACTIONS

        The Company's 90% owned subsidiary, LiKang Disinfectant, is engaged in business activities with four related parties; Shanghai LiKang Meirui Pharmaceuticals High-Tech Company, Ltd. ("Meirui"), Shanghai Shanhai Group ("Shanhai"), Shanghai LiKang Pharmaceuticals Technology Co., Ltd. ("LiKang Pharmaceuticals"), and Shanghai LiKang Biological High-Tech Co., Ltd. ("Biological").

        Shanghai LiKang Meirui Pharmaceuticals High-Tech Co., Ltd. ("Meirui"), a company of which Shanghai Shanhai Group, LiKang Disinfectant's minority shareholder, owns 68%, provides certain contract manufacturing of two products for LiKang Disinfectant. Specifically, Meirui provides LiKang Disinfectant with ozone producing equipment and ultraviolet radiation lamp lights. In addition, under the terms of a two year agreement entered into in January 2005, Meirui produces the Lvshaxing Air Disinfectant Machine and LiKang Surgery hand-washing table for LiKang Disinfectant. In January 2005, LiKang Disinfectant signed a two year agreement with Meirui to market its products to the retail consumer market using Meirui's proprietary sales network which caters to the retail consumer market in China. For the nine months ended September 30, 2007 and 2006, the Company recorded net revenues of $25,741 and $16,950 to Meirui, respectively. At September 30, 2007, Meirui owed LiKang Disinfectant $28,632. In general, accounts receivable due from Meirui are payable in cash and are due within 4 to 6 months, which approximate normal business terms with independent third parties.

        Shanghai LiKang Pharmaceuticals Technology Co., Ltd., ("LiKang Pharmaceuticals"), which is owned by Messrs. Xuelian Bian (90%) and Wei Guan (10%), the Company's officers and directors, sells the Company's products to third parties. For the nine months ended September 30, 2007 and 2006, the Company recorded net revenues of $1,562,274 and $2,576,509 to Shanghai LiKang Pharmaceuticals, respectively. At September 30, 2007, accounts receivable from sales due from LiKang Pharmaceuticals was $2,232,765. In general, accounts receivable due from LiKang Pharmaceuticals are payable in cash and are due within 4 to 6 months, which approximate normal business terms with independent third parties.

        Shanghai Shanhai Group, the minority shareholder of LiKang Disinfectant, is owned by Group Employee Share-holding Commission (16.25%) and Baoshan District Dachang Town South Village Economic Cooperation Club (83.75%). The Company leases its principal executive offices and warehouse space from Shanghai Shanhai Group for approximately $36,000 per year. Shanghai Shanhai Group also holds the land use permit for the principal executive office building. For the nine months ended September 30, 2007 and 2006, rent expense paid to this related party amounted to $31,707 and $24,607 respectively. Additionally, in January 2005, the Company borrowed $165,471 (RMB 1,310,000)

16



from Shanghai Shanhai Group for working capital purposes, which is reflected on the accompanying balance sheet as loans payable—related party. The loan bears interest at 10% per annum and is payable on demand. For the nine months ended September 30, 2007, interest expense related to this note amounted to $13,051.

        Shanghai LiKang Biological High-Tech Company, Ltd. ("Biological"), which is 60% owned by Messrs. Xuelian Bian, the Company's officer and director, and 40%-owned by Shanghai LiKang Pharmaceuticals Technology Company, Limited (owned by Messrs. Xue lian Bian (90%) and Wei Guan (10%), the Company's officers and directors) sells biological products, cosmetic products and develops technology for third parties. Additionally, the Company sells certain raw materials to Biological employed in the Biological production process. For the nine months ended September 30, 2007 and 2006, the Company recorded net revenues of $842 and $3,756 to Biological, respectively. The amount of $824,731 (RMB 6,200,000) was loaned to Biological for working capital purpose during the nine months of 2007, which is reflected on the accompanying balance sheet as due from related party. The loan interest is payable at 0.558% per month after loan mature on demand. At September 30, 2007, the remaining balance of accounts payable due to Biological of $36,304 recorded to LiKang Disinfectant. In general, accounts payable due to Biological are payable in cash and are due within 4 to 6 months, which approximate normal business terms with unrelated parties.

        The Company's two officers and directors, from time to time, provide short term advances to the Company for working capital purposes. These advances are short-term in nature and non-interest bearing. The amount due to the executive officers at September 30, 2007 was $229,459, which were made to the LiKang International and is included in due to related party on the accompanying balance sheet.

NOTE 7—SHAREHOLDER' EQUITY

STOCK OPTION

Common Stock

        On January 10, 2006 and effective January 1, 2006, the Company entered into a three year agreement with China Direct Investments, Inc. to provide business development and management services. In connection with this agreement, the Company issued 4,700,000 shares of the Company's common stock. The Company valued the service using the fair value of common shares on grant date at $0.18 per share and recorded deferred consulting expense of $846,000 to be amortized over the service period. In July 2007, the Company terminated the service contact with China Direct Investments, Inc, and the remaining deferred consulting expenses associated with this agreement amount to $564,000 have been expensed for the nine months ended September 30, 2007.

        In September, 2006, the Company entered into a three-year agreement with a consultant to provide business development and management services. In connection with this agreement, the Company issued 500,000 shares of the Company's common stock. The Company valued these services using the fair value of common shares on grant date at $0.185 per share and recorded deferred consulting expense of $92,500 to be amortized over the service period. For the nine months ended September 30, 2007, amortization of consulting compensation amounted to $23,125.

17



        On June 6, 2007, the Company entered into a six months agreement with First Trust Group Inc. to provide business development and management services. In connection with this agreement, on July 12, 2007, the Company issued 450,000 shares of its restricted common stock. The Company valued the service using the fair value of common shares on grant date at $0.193 per share and recorded deferred consulting expense of $86,850 to be amortized over the service period. Associated with this agreement, for the nine months ended September 30, 2007, amortization of deferred consulting expenses amounted to $57,900.

COMMON STOCK WARRANTS

        In January 2007, warrants representing 3,213,320 shares of common stock were exercised at $0.10 per share.

        Stock warrant activity for the nine months ended September 30, 2007 is summarized as follows:

 
  Number of
Shares

  Weighted-Average
Exercise Price

Outstanding at December 31, 2006   37,134,865   $ 0.25
Grants      
Exercises   (3,213,320 ) $ 0.10
   
     
Outstanding at September 30, 2007   33,921,545   $ 0.26
   
     
Weighted-average fair value of warrants Granted during the year       $ 0.00

        The following table summarizes the Company's stock warrants outstanding at September 30, 2007:

 
   
  Warrants Outstanding and Exercisable
Range of
Exercise Price

  Number Of
Warrants

  Weighted Average
Remaining
Exercise Life

  Weighted Average
Exercise Price

$       0.10   540,130   2.75   $ 0.10
$       0.20   17,155,000   3.00   $ 0.20
$       0.30   15,866,665   3.25   $ 0.30
$ 0.75-2.5   359,750   0.80   $ 2.02
     
         
      33,921,545          
     
         

NOTE 8—FOREIGN OPERATIONS

        For the nine months ended September 30, 2007 and 2006, the Company derived all of its revenue from its subsidiaries located in the People's Republic of China. Identifiable assets by geographic areas as of September 30, 2007 and December 31, 2006 are as follows:

 
  Identifiable Assets
September 30, 2007

United States   $ 12,805
People's Republic of China     9,330,526
   
Total   $ 9,343,331
   

18


NOTE 9—SEGMENT INFORMATION

        The following information is presented in accordance with SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information. For the nine months ended September 30, 2007 and 2006, the Company operated in two reportable business segments (1) the sale of commercial disinfectant products; and (2) import and export activities. The Company's reportable segments are strategic business units that offer different products. They are managed separately based on the fundamental differences in their operations. Condensed information with respect to these reportable business segments for the nine months ended September 30, 2007 and 2006 is as follows:

Nine months ended September 30, 2007:

 
  Disinfectant
Products

  Import And
Export
Business

  Corporate
And
Other

  Consolidated
Net revenue—Non-affiliated companies   $ 4,149,434   $ 3,612,510   $   $ 7,761,944
Net revenue—Affiliated companies     1,588,857             1,588,857
Interest income (expenses)     2,505     2,146     153     4,804
Depreciation and Amortization     50,651     72           50,724
Net income (loss)     1,269,032     213,415     (717,021 )   765,426
Long-lived asset expenditures     45,011     1,863         46,874
Segment Assets   $ 8,173,243   $ 1,157,283   $ 12,805   $ 9,343,331

        Net revenues for the nine months ended September 30, 2007 were $9,350,801. Included in our net revenues for the nine months ended September 30, 2007 are $1,588,857 in related party sales and $7,761,944 in sales to independent third parties. Included in our net revenues for the nine months ended September 30, 2007, is $5,738,291 of revenues attributable to LiKang Disinfectant and $3,612,510 of revenues attributable to LiKang International.

        The Segment Assets related to the import and export business are comprised of cash of $740,707, accounts receivables of $208,376 other receivables $170,489, prepaid expenses and others of $28,953, inventory of $6,967, and property and equipment of $1,791.

Nine months ended September 30, 2006:

 
  Disinfectant
Products

  Import And
Export
Business

  Corporate
And
Other

  Consolidated
Net revenue   $ 5,161,550   $ 73,299   $   $ 5,234,849
Net revenue—related party     2,597,215             2,597,215
Interest income (expenses)     47,006     (202 )       46,804
Depreciation and Amortization     69,473             69,473
Net income (loss)     1,010,309     (16,303 )   (228,224 )   765,760
Long-lived asset expenditures     136,660             136,660
Segment Assets   $ 5,932,568   $ 1,802,126   $ 134,627   $ 7,869,321

        The Segment Assets related to the Import and Export Business are comprised of cash of $340,487, other receivables $239,370, advances on purchases of $940,060 and inventory of $282,209.

19



NOTE 10—OPERATING RISK

(a) Country risk

        Currently, the Company's revenues are primarily derived from the sale of line of disinfectant product offerings to customers in the PRC. The Company hopes to expand its operations to countries outside the PRC, however, such expansion has not been commenced and there are no assurances that the Company will be able to achieve such an expansion successfully. Therefore, a downturn or stagnation in the economic environment of the PRC could have a material adverse effect on the Company's financial condition.

(b) Products risk

        In addition to competing with other manufacturers of disinfectant product offerings, the Company competes with larger U.S. companies who have greater funds available for expansion, marketing, research and development and the ability to attract more qualified personnel. These U.S. companies may be able to offer products at a lower price. There can be no assurance that the Company will remain competitive should this occur.

(c) Exchange risk

        The Company can not guarantee that the current exchange rate will remain steady, therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of a fluctuating exchange rate actually post higher or lower profit depending on exchange rate of Renminbi converted to US dollars on that date. The exchange rate could fluctuate depending on changes in the political and economic environments without notice.

(d) Political risk

        Currently, PRC is in a period of growth and is openly promoting business development in order to bring more business into PRC. There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. In addition, there is the possibility that current PRC laws and regulations could change and have an adverse affect on our business operations. Accordingly, we cannot assure you that the PRC regulatory authorities will not ultimately take a view that is contrary to our PRC legal counsel.

NOTE 11—SUBSEQUENT EVENTS

        On July 4, 2007, our wholly-owned subsidiary Linkwell Tech Group, Inc., a Florida corporation ("Linkwell Tech") entered into a material stock purchase agreement. In the agreement, Linkwell Tech, which already owned a 90% equity interest in LiKang Disinfectant, agreed to purchase the remaining 10% equity interest of LiKang Disinfectant from Shanhai. Pursuant to the terms of the agreement, Shanhai will receive RMB2,831,221.27. Based on the best estimation of the management, the transaction is due to close on or before December 30, 2007 after approved by authorized government department of PR China. Following the transaction, our wholly-owned subsidiary Linkwell Tech will own 100% ownership equity interest of LiKang Disinfectant.

20



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

        The following discussion contains forward-looking statements. Forward looking statements are identified by words and phrases such as "anticipate", "intend", "expect" and words and phrases of similar import. We caution investors that forward-looking statements are only predictions based on our current expectations about future events and are not guarantees of future performance. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements due to risks, uncertainties and assumptions that are difficult to predict, including those set forth in our 10-KSB for the year ended December 31, 2006. We encourage you to read those risk factors carefully along with the other information provided in this Report and in our other filings with the SEC before deciding to invest in our stock or to maintain or change your investment. We undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law.

        You should read this MD&A in conjunction with the Consolidated Financial Statements and Related Notes in Item 1.

        In August 2006, the Company incorporated a new subsidiary, Shanghai LiKang International Trade Co., Ltd. ("LiKang International"). Since its inception, LiKang International has primarily served as an agent for third parties who desire to export goods from China, including computers, computer components, small medical equipment and instruments, meters, scales and electromechanical devices. In October, 2006, LiKang International expanded its business to include light weight construction materials, textile crafts, furniture, and chemical raw materials.

        Following the consolidation of LiKang International during third quarter of fiscal 2006, we now report our operations in two segments, LiKang Disinfectant and LiKang International for the nine months period ended September 30, 2007.

OVERVIEW

        Since 1988 we have developed, manufactured and distributed disinfectant health care products primarily to the medical industry in China. In the last few years, China has witnessed a variety of public health crises, such as the outbreak of SARS, which demonstrated the need for increased health standards in China. In response, beginning in 2002 the Chinese government has undertaken various initiatives to improve public health and living standards, including continuing efforts to educate the public about the need for proper sanitation procedures and the establishment of production standards for the disinfectant industry in China. As a result of this heightened license and permit system, all disinfectant manufacturers must comply with "qualified disinfection product manufacturing enterprise requirements" established by the Ministry of Public Health. The requirements include standards for hardware such as facilities and machinery, and software, including the technology to monitor the facilities, as well as the heightened knowledge and capability of the production staff regarding quality control procedures. Following the adoption of the industry standards in 2002, we have been granted 26 hygiene licenses by the Ministry of Public Health.

        We believe that the government standards adopted in July 2002 have increased the barriers to entry for competitors in the disinfectant industry in China. The implementation of these improved production standards and license requirements has effectively decreased the competitive landscape as it pertains to small to medium size manufacturers since the new standards are especially difficult for companies with limited product offerings and inferior technical capabilities. In addition, prior to the adoption of industry standards, disinfectant products were generally marketed and sold based on price as opposed to quality. We believe that as a result of the adoption of industry standards, the marketplace is evolving with a more stringent focus on product quality, which we believe will enable us to increase our base of commercial customers thereby increasing our revenues.

21



        Historically our focus has been on the commercial distribution of our products. Our customers include hospitals, medical suppliers and distribution companies throughout China. We have made efforts to expand our distribution reach to the retail market. We have repackaged certain of our commercial disinfectant products for sale to the consumer market and have begun expanding our customer base to include hotels, schools, supermarkets, and pharmacies. By virtue of the Chinese government's continuing focus on educating the Chinese population about the benefits of proper sanitation procedures, we believe that this is another key to increasing our revenues is the continued expansion of the retail distribution of our products.

        The disinfectant industry in China is an emerging industry which is populated by small, regional companies. We estimate that there are in excess of 1,000 manufacturers and distributors of disinfectant products in China; however, most domestic competitors offer a limited line of products and there are only a few domestic companies with a nationwide presence. We believe that our national marketing and sales presence throughout all 22 provinces, as well as four autonomous regions, and four municipalities in China, gives us a competitive advantage over many other disinfectant companies in China, and will enable us to leverage the brand awareness for our products with commercial customers to the retail marketplace.

        Our present manufacturing facilities and production capacities are sufficient for the foreseeable future, and we believe that we otherwise have the assets and capital available to us necessary to enable us to increase our revenues in future periods as the market for disinfectant products in China continues to increase. During the final three months of 2007, we will continue to focus our efforts on the retail market for our products, as well as expanding our traditional base of commercial customers. In addition, we may also consider the possible acquisition of independent sales networks, which could be used to increase our product distribution capacity and align our company with small, regional companies in the industry.

22



RESULTS OF OPERATIONS

        The table below sets forth the results of operations for the nine months ended September 30, 2007 as compared to the same period ended September 30, 2006 accompanied by the change amount and percentage of changes.

 
  For the Nine months
ended September 30,

   
   
 
 
  Change
2007 v
2006

  Variance
%

 
 
  2007
  2006
 
Sales—unaffiliated   $ 7,761,944   $ 2,637,634   $ 5,124,310   194.3 %
Sales—related parties     1,588,857     2,597,215     (1,008,358 ) -38.8 %
   
 
           
Total net sales     9,350,801     5,234,849     4,115,952   78.6 %
Cost of sales     6,110,573     2,934,522     3,176,051   108.2 %
   
 
           
Gross Profit     3,240,228     2,300,327     939,901   40.9 %

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 
Selling expenses     824,207     350,589     473,618   135.1 %
General and administrative expenses     1,474,302     857,424     616,878   71.9 %
   
 
           
Total Operating Expenses     2,298,509     1,208,013     1,090,496   90.3 %
   
 
           

Income From Operations

 

 

941,719

 

 

1,092,314

 

 

(150,595

)

-13.8

%
   
 
           
Other Income (Expenses):                        
Registration rights penalty         (120,000 )   120,000   -100.0 %
Interest income     4,804     3,482     1,322   38.0 %
Interest expense—related party     (13,051 )   (19,509 )   6,458   -33.1 %
Interest expense     (37,227 )   (30,777 )   (6,450 ) 21.0 %
Other non-operating income     117,146     2,142     115,004   5369.0 %
   
 
           
Net Other Income (Expense)     71,672     (164,662 )   236,334   143.5 %

Income before gain from discontinued operations, income taxes and Minority interest

 

 

1,013,391

 

 

927,652

 

 

85,739

 

9.2

%
   
 
           
Gain (Loss) from discontinued operations         12,794     (12,794 ) -100.0 %
Income taxes     (106,961 )   (62,430 )   (44,531 ) 71.3 %
Minority interest     (141,004 )   (112,256 )   (28,748 ) 25.6 %
   
 
           
Net income   $ 765,426   $ 765,760   $ (334 ) -0.0004 %
   
 
           

Other Key Indicators:

 
  Nine months ended
September 30,

   
 
(Percent of Net Sales)

  2007
  2006
  Change
 
Cost Of Sales   65.3 % 56.1 % 9.2 %
Selling Expenses   8.8 % 6.7 % 2.1 %
General and Administrative Expenses   12.0 % 16.4 % -4.4 %
Operating Income   10.1 % 20.9 % -10.8 %

NET REVENUES

        Net revenues for the nine months ended September 30, 2007 were $9,350,801 as compared to net revenues of $5,234,849 for the nine months ended September 30, 2006, an increase of $4,115,952 or approximately 78.6%. Included in our net revenues for the first nine months of 2007 are revenues of

23



$5,738,291 attributable to LiKang Disinfectant and revenues of $3,612,510 attributable to LiKang International. Of our total net revenues for the nine months ended September 30, 2007, $1,588,857 or approximately 17.0% were attributable to related parties as compared to net revenues of $2,597,215, or approximately 49.6%, of our total net revenues for the comparable period in fiscal 2006.

        Revenues associated with LiKang Disinfectant increased $576,741, or approximately 11.2%, during the nine months ended September 30, 2007 compared to the same period of fiscal 2006. We believe our increase in our net revenues from LiKang Disinfectant for the nine months ended September 30, 2007 was attributable to a recent surge in demand for disinfectant products. Recent health scares such as the avian flu have increased the public awareness of health standards in China. In response the Chinese government has implemented a series of initiatives to establish minimum health standards. As a result, public demand for disinfectant products has increased.

        LiKang Disinfectant's revenues associated with third parties increased $1,585,099, or approximately 61.8%, while revenues associated with related parties decreased $1,008,358, or approximately 38.8%. LiKang Disinfectant generated revenues to third parties of $4,149,434 for the nine months ended September 30, 2007 as compared to $2,564,335 for the same period of fiscal 2006; LiKang International generated revenues from third parties of $3,612,510 for the nine months in fiscal 2007 as compared to $73,299 for the comparable period in fiscal 2006.

        Of the $1,588,857 of revenues derived from related parties during the nine months ended September 30, 2007, $1,562,274, or approximately 98.3%, was from LiKang Pharmaceuticals, compared to $2,576,509 for the same period of fiscal 2006, a decrease of $1,014,235, or approximately 39.3%, from the same period in fiscal 2006.

        The revenue associated with third parties increased $5,124,110, or approximately 194.3% for the nine months ended September 30, 2007 from the comparable period in fiscal 2006, which included an increase of $3,539,211 attributed to LiKang international and an increase of $1,585,099 attributed to LiKang Disinfectant.

COST OF SALES

        Cost of sales includes raw materials and manufacturing costs, which includes labor, rent and an allocated portion of overhead expenses such as utilities directly related to product production. For the nine months ended September 30, 2007, cost of sales amounted to $6,110,573 or approximately 65.3% of net revenues as compared to cost of sales of $2,934,522 or approximately 56.1% of net revenues for the same period in fiscal 2006. The increase of the percentage is mainly due to the higher costs of sales from LiKang International.

        For the nine months ended September 30, 2007, cost of sales for LiKang Disinfectant was $3,044,409, or approximately 53.1% of net revenues generated from LiKang Disinfectant, as compared to $2,934,522 or approximately 56.9% of net revenues for the nine months ended September 30, 2006. Historically, LiKang Disinfectant's cost of sales is comprised of approximately 65% for raw material costs and approximately 35% for manufacturing costs. We purchase raw materials from six primary suppliers and we have purchase contracts with these suppliers in an effort to ensure a steady supply of raw materials. We also purchase raw materials and finished product from Meirui, a related party. We have not historically experienced a fluctuation in raw material prices and do not anticipate that the prices will vary much for the remainder of fiscal 2007. Included in LiKang Disinfectant's manufacturing costs are rent on our manufacturing facilities which are reflected in our overhead expenses for the nine months period ending September 30, 2007.

        For the nine months ended September 30, 2007, LiKang Disinfectant increased unit selling prices on its products sold outside of the rather competitive markets such as markets in Shanghai and Beijing. LiKang Disinfectant continues to promote and market its disinfectant products in less competitive

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markets where it can get a higher per unit selling price as opposed to more competitive markets. We expect raw material costs to remain stable, and anticipate that the per unit selling prices and our market share will continue to rise in the less competitive markets, which in turn will further reduce the cost of sales as a percentage of revenues.

        For the nine months ended September 30, 2007, cost of sales related to LiKang International was $3,066,164, or approximately 84.9% of revenues. LiKang International expects cost of sales will be in the range of 80% to 85% for the remainder of 2007.

GROSS PROFIT

        Gross profit for the nine months ended September 30, 2007 was $3,240,228 or approximately 34.7% of net revenues, as compared to $2,300,327 or approximately 43.9% of revenues for the nine months ended September 30, 2006.

OPERATING EXPENSES

        We have made a conscious effort to market our disinfectant products in less competitive markets in China. We believe that the higher margins, which our products can generate in these markets, will more than offset the increase of the shipping and other expenses. As we continue to promote and market our products into new markets, it is expected that our revenues generated from related parties will continue to decrease. Conversely, we expect a steady increase in sales revenues from independent third parties. Total operating expenses for the nine months ended September 30, 2007 were $2,298,509, an increase of $1,090,496 or approximately 90.3%, from total operating expenses for the nine months ended September 30, 2006 of $1,208,013. This increase included the following:

Selling Expenses

        For the nine months ended September 30, 2007, selling expenses were $824,207 as compared to $350,589 for the same period in 2006, an increase of $473,618, or approximately 135.1%.

        For the nine months ended September 30, 2007, the increase in selling expenses for LiKang Disinfectant is primarily attributable to increases in advertising and conference expenses of $91,358, office expenses which includes telephone expenses of $4,693 directly tied to sales efforts, salaries, wages and staff benefits directly related to the sales efforts of $85,974, shipping and freight of $88,721 and travel expenses of $33,232 which were offset by decreases in consulting fees of $45,616, insurance of $1,685 repair & maintenance expenses of $12,442 and low consumables and customer service costs of $3,362.

General and Administrative Expenses

        We incurred non-cash consulting fees during the nine months ended September 30, 2007 of $645,025 as compared to $109,236 for the nine months ended September 30, 2006, an increase of $535,789 or approximately 490.5%. Non-cash consulting fees represent the amortization of fees to consultants under agreements entered into during fiscal 2006 which we pay in shares of our common stock.

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OTHER INCOME (EXPENSE)

 
  Nine months ended
September 30

   
   
 
 
  2007
  2006
  Change
  Variance
 
Interest Expense   $ (50,278 ) $ (50,286 ) $ 8   0.02 %
Interest Income     4,804     3,482     1,322   38 %
Registration Rights penalty         (120,000 )   120,000   -100 %
Other Non-Operating Income (Expenses)     117,146     2,142     115,004   5,369 %
   
 
 
     
Total Other Incomes (Expense)   $ 71,672   $ (164,662 ) $ 236,334   -143 %
   
 
 
     

        For the nine months ended September 30, 2007 total other income amounted to $71,672 as compared to other expenses $164,662 for the nine months ended September 30, 2006. This other income is primarily the result of an increase of $118,035 in other non-operating income which is primarily attributable to the forgiveness of $120,000 in accrued registration rights penalties associated with our Series B 6% cumulative convertible preferred stock offering.

        We also recorded an interest expense—related party of $50,278. This interest expense-related party reflects interest due to Shanghai Shanhai Group, LiKang Disinfectant's minority shareholder, on a demand loan in the principal amount of $165,471 made to LiKang Disinfectant for working capital purposes.

MINORITY INTEREST

        For the nine months ended September 30, 2007, we reported a minority interest expense of $141,004 as compared to $112,256 for the nine months ended September 30, 2006. The minority interest is attributable to LiKang Disinfectant's minority shareholder, and had the effect of reducing our net income.

LIQUIDITY AND CAPITAL RESOURCES

        As shown in the accompanying financial statements, our working capital increased $1,303,643, or approximately 36.6% from $3,564,485 on December 31, 2006 to $4,868,128 on September 30 2007. With the expansion of our businesses, we anticipate a strong demand on our capital resources in the near future. In addition to our working capital on hand, we intend to obtain required capital through a combination of bank loans and the sale of our equity securities. Although there are no commitments or agreements on the part of anyone at this time to provide us with additional bank financing or purchase of securities, we are optimistic of obtaining additional capital resources to fund our business expansions.

        We currently have no material commitments for capital expenditures. At September 30, 2007, we had approximately $678,408 in short term loans which will mature in December 2007. We plan to renew these loan agreements at the current market terms. Other than our working capital and loans, we presently have no other alternative capital resources available to us. We plan to build an additional product lines and upgrade our manufacturing facilities, in order to expand our producing capacity and improve quality of our products. Based on our preliminary estimates, it will require additional capital of approximately $1 million.

        We need to raise additional capital resources to meet the demands described above. We may seek to raise additional capital through the sale of equity securities. There can be no assurances that any additional debt or equity financing will be available to us on acceptable terms, if at all. The inability to obtain debt or equity financing could have a material adverse effect on our operating results, and as a

26



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.

NET CASH FROM OPERATING ACTIVITES

 
  Nine months ended
September 30

 
 
  2007
  2006
 
Net income   $ 765,426   $ 765,760  
Gain from discontinued operations         (12,794 )
   
 
 
Income from continuing operations     765,426     752,966  
Depreciation and amortization     50,724     69,473  
Allowance for doubtful accounts     (33,070 )   73,316  
Allowance for doubtful accounts—related party     (87,937 )    
Minority interest     141,004     119,770  
Stock-based compensation expense     645,025     109,236  
Accounts receivable     (1,235,937 )   (383,904 )
Accounts receivable—related party     (867,035 )   (551,300 )
Inventories     (138,917 )   223,752  
Other assets         734  
Accounts payable, accrued expenses and other payables     106,709     53,719  
Accounts payable—related party         24,168  
Advances from customers     (31,994 )   1,195,340  
Prepaid and other current assets     157,100     (1,103,239 )
Tax payable     (358 )   (77,329 )
Other Receivables     (132,782 )   (239,370 )
   
 
 
Net cash provided (used in) by operating activities   $ (662,042 ) $ 267,332  
   
 
 

        Net cash used in operating activities for the nine months ended September 30, 2007 was $662,042 as compared to net cash provided by operating activities of $267,332 for the same period ended September 30, 2006. For the nine months ended September 30, 2007, we used cash to fund a net increase in accounts receivable of $2,102,972, including an increase of $867,035 in accounts receivable from related parties, an increase of $138,917 in inventories, a decrease in advance from customers of $31,994 and an increase of $132,782 in other receivables. These increases were offset by our net income, a decrease of $157,100 in prepaid and other current assets and an increase of $106,709 in accounts payable, accrued expenses and other payables.

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NET CASH FROM INVESTING ACTIVITIES

 
  Nine months ended
September 30,

 
 
  2007
  2006
 
Decrease in loan receivable   $ 48,609   $  
Increase in loan receivable—related party     (824,731 )    
Increase in deposit on investment         (252,627 )
Purchase of property, plant and equipment     (46,874 )   (136,660 )
Purchase of Intangible Assets     (41,237 )    
   
 
 
Net cash used in investing activities   $ (864,233 ) $ (389,287 )
   
 
 

        Net cash used in investing activities for the nine months ended September 30, 2007 was $864,233 as compared to net cash used in investing activities of $389,287 for the same period in 2006, an increase of $474,946. This change is attributable to an increase of $824,731 due from related parties and an increase of $41,237 in purchase of intangible assets, by netting a decrease of $48,609 in loan receivable from third parties and a decrease of $89,786 in purchase of property, plant and equipment.

NET CASH FROM FINANCING ACTIVITIES:

 
  Nine months ended
September 30,

 
 
  2007
  2006
 
Repayment of loans payable   $   $ (63,157 )
Repayment of loan payable—related party     162,443     117,472  
Proceeds from Warrants Exercised     321,332      
   
 
 
Net cash provided by financing activities   $ 483,775   $ 54,315  
   
 
 

        Net cash provided by financing activities was $483,775 for the nine months ended September 30, 2007, as compared to net cash provided by financing activities of $54,315 for the nine months ended September 30, 2006, an increase of $429,460. The increased cash flow from financing activities is chiefly a result of an increase in repayment of loans of $44,971 and an increase of proceeds from warrants exercised of $321,332 in January 2007.

CRITICAL ACCOUNTING POLICIES

        The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities.

        We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments: allowance for doubtful accounts; income taxes; stock-based compensation; and asset impairment.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

        We maintain an allowance for doubtful accounts to reduce amounts to their estimated realizable value. A considerable amount of judgment is required when we assess the realization of accounts

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receivables, including assessing the probability of collection and the current credit-worthiness of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional provision for doubtful accounts could be required. We initially record a provision for doubtful accounts based on our historical experience, and then adjust this provision at the end of each reporting period based on a detailed assessment of our accounts receivable and allowance for doubtful accounts. In estimating the provision for doubtful accounts, we consider: (i) the aging of the accounts receivable; (ii) trends within and ratios involving the age of the accounts receivable; (iii) the customer mix in each of the aging categories and the nature of the receivable; (iv) our historical provision for doubtful accounts; (v) the credit worthiness of the customer; and (vi) the economic conditions of the customer's industry as well as general economic conditions, among other factors.

INCOME TAXES

        We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. SFAS 109 prescribes the use of the liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we establish a valuation allowance. To the extent we establish a valuation allowance, or increase or decrease this allowance in a period, we increase or decrease our income tax provision in our statement of operations. If any of our estimates of our prior period taxable income or loss prove to be incorrect, material differences could impact the amount and timing of income tax benefits or payments for any period. In addition, as a result of the significant change in the Company's ownership, the Company's future use of its existing net operating losses may be limited.

        The Company currently operates in the PRC, however, our operations could change in the near future and we could be subject to tax liability involving a consideration of uncertainties in the application and interpretation of complex tax regulations in a multitude of jurisdictions across operations in other countries.

        We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. The tax liabilities are reflected net of realized tax loss carry forwards. We adjust these reserves upon specific events; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when the contingency has been resolved and the liabilities are no longer necessary.

        Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year.

STOCK-BASED COMPENSATION

        We account for share-based payments in accordance with SFAS No. 123(R), Share-Based Payment. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment,

29



including estimating expected volatility. In addition, judgment is also required in estimating the amount of share-based awards that are expected to be forfeited. If actual results differ significantly from these estimates, stock-based compensation expense and our results of operations could be materially impacted.

ASSET IMPAIRMENT

        We periodically evaluate the carrying value of other long-lived assets, including, but not limited to, property and equipment and intangible assets, when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flows from such asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Significant estimates are utilized to calculate expected future cash flows utilized in impairment analyses. We also utilize judgment to determine other factors within fair value analyses, including the applicable discount rate

OFF-BALANCE SHEET ARRANGEMENTS

        There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to investors.


ITEM 3.    CONTROLS AND PROCEDURES

        As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of September 30, 2007, the end of the period covered by this quarterly report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this quarterly report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer who also serves as our principal financial and accounting officer, to allow timely decisions regarding required disclosure.

        Our management, including our Chief Executive Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

        During fiscal 2006, we were required to restate our fiscal 2005 financial statements as well as certain financial statements for fiscal 2006 periods to correct accounting errors related to the recognition of interest expense, accounting for dividends on our preferred stock and corrections in our calculation of minority interest. All of our employees and accounting staff are located in the PRC and we do not presently have a chief financial officer, comptroller or similarly titled senior financial officer

30



who is bilingual and experienced in the application of U.S. GAAP. During fiscal 2006, we began a search for an appropriate candidate who can fill such a position; however, we are unable to predict when such a person will be hired. During fiscal 2006 we also began providing additional training to our accounting staff in the application of U.S. GAAP. As a result of these matters, our management believes that a deficiency in our internal controls continues to exist. Based upon these historic accounting errors and lack of a chief financial officer and sufficient trained accounting staff, our management has determined that there is a deficiency in our internal controls over financial reporting and that our disclosure controls and procedures were ineffective at September 30, 2007. Until we expand our staff to include a bilingual senior financial officer who has the requisite experience necessary, as well as supplement the accounting knowledge of our staff, it is likely that we will continue to have material weaknesses in our disclosure controls.

        There have been no changes in our internal controls over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        None


ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        None


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

        None


ITEM 4.    SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None


ITEM 5.    OTHER INFORMATION

        None


ITEM 6.    EXHIBITS

31.1
Rule 13a-14(a)/15d-14(a) certification of principal executive officer

31.2
Rule 13a-14(a)/15d-14(a) certification of principal accounting officer

32.1
Section 1350 certification of principal executive officer and principal accounting officer

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LINKWELL CORPORATION

SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Linkwell Corporation

Date: November 19, 2007   By: /s/ Xuelian Bian
Xuelian Bian,
Chief Executive Officer,
President and Principal
Executive Officer

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QuickLinks

PART I—FINANCIAL INFORMATION
LINKWELL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2007 (Unaudited)
LINKWELL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
LINKWELL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
LINKWELL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2007 (UNAUDITED)
PART II—OTHER INFORMATION
LINKWELL CORPORATION
SIGNATURES