-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HhX5GOKNisLtgmyjBBDHTlQCpPrAZGRrXbp43YGkX0qWx5xt29H5yWZdso7y6Pkp SiNVcMfoqeLyw0zP5azAXg== 0001144204-08-022493.txt : 20080415 0001144204-08-022493.hdr.sgml : 20080415 20080415161249 ACCESSION NUMBER: 0001144204-08-022493 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080415 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080415 DATE AS OF CHANGE: 20080415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Linkwell CORP CENTRAL INDEX KEY: 0001042463 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 651053546 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24977 FILM NUMBER: 08757325 BUSINESS ADDRESS: STREET 1: NO. 476 HUTAI BRANCH ROAD STREET 2: BAOSHAN DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200436 BUSINESS PHONE: (86) 21-56689332 MAIL ADDRESS: STREET 1: NO. 476 HUTAI BRANCH ROAD STREET 2: BAOSHAN DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200436 FORMER COMPANY: FORMER CONFORMED NAME: KIRSHNER ENTERTAINMENT & TECHNOLOGIES INC DATE OF NAME CHANGE: 20030818 FORMER COMPANY: FORMER CONFORMED NAME: HBOA HOLDINGS INC DATE OF NAME CHANGE: 20001116 FORMER COMPANY: FORMER CONFORMED NAME: MIZAR ENERGY CO DATE OF NAME CHANGE: 19980923 8-K 1 v110807_8k.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2008
 
 
LINKWELL CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Florida
000-24977
65-1053546
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

1104 Jiatang Road Jiading District, Shanghai China 
201807
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (86) 21- 5566-6258

Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 
Item 2.02 Results of Operations and Financial Condition.

On April 15, 2008, Linkwell Corporation (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2007. The Company's press release is furnished herewith as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 7.01  Regulation FD Disclosure.

On April 15, 2008, in its earnings release for the fiscal year 2007, the Company also provided earnings guidance for the first quarter of 2008 and for the full fiscal year of 2008. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
     
99.1
 
Press release, dated April 15, 2008, issued by the Company (furnished herewith pursuant to Items 2.02 and 7.01)
 
 

 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
LINKWELL CORPORATION
 
 
 
 
 
 
  By:   /s/ Xuelian Bian
 
Xuelian Bian
 
President and Chief Executive Officer
   
Date: April 15, 2008  

 

 
 
EX-99.1 2 v110807_ex99-1.htm
EXHIBIT 99.1
 
Linkwell Corporation Reports 2007 Fiscal Year-End Financial Results
 
Revenues Grow 85% in 2007; Anticipates 62% Growth in 2008
 
SHANGHAI, China, April 15 /Xinhua-PRNewswire-FirstCall/ -- Linkwell Corporation (Linkwell or the Company) (OTC Bulletin Board: LWLL - News), a leading developer, manufacturer and distributor of healthcare related disinfectants in China, announced today financial results for the fiscal year ended December 31, 2007 and provided guidance for 1st quarter 2008 and the entire year 2008.

Net revenues for the fiscal year ended December 31, 2007 increased $6,590,343, or approximately 85%, to $14,335,721, compared with $7,745,378 for the fiscal year ended December 31, 2006. Net revenues for the Company’s subsidiary LiKang Disinfectant were $8,127,717 and $6,208,004 for its subsidiary Shanghai LiKang International Trade Company Trade Co., Ltd (LiKang International).

The majority of the increase in net revenues was attributable to its subsidiary LiKang International, whose net revenues for the fiscal year ended 2007 increased approximately 761%, or $6,208,004 as compared to $720,996 for the fiscal year ended 2006, an increase of $5,487,008.
 
Net revenues for Linkwell’s subsidiary LiKang Disinfectant increased approximately 16%, or $1,103,335 to $8,127,717 or for year end 2007. The Company believes this increase in demand was due to an increase in its sales staff and customer recognition of the Company’s high-quality, competitively priced disinfectant products.

Total operating expenses for 2007 were $3,852,398, which was an increase of $1,548,905, or approximately 67%, from year end 2006 of $2,303,493. This increase is primarily attributable to an increase in general and administrative expenses, most of which was the result of a one-time write off of $564,000 due to terminating a contract with China Direct Investments, Inc., which were expensed for the year ended December 31, 2007. A second cause of increasing operating expenses was due to building out its sales and service division to improve future growth.

Linkwell reported net income of $360,135 for the fiscal year ended December 31, 2007, as compared to net income of $568,120 for the fiscal year ended December 31, 2006. However, the net income for Linkwell’s subsidiary, LiKang Disinfectant, increased approximately 3%, with net income of $1,196,318 for 2007 compared to $1,161,828 for 2006.

The primary causes for the decrease in net income for the year ended 2007 were attributable to four key factors: (1) the increase in cost of sales; (2) the low net income of our subsidiary LiKang International; (3) the increase in doubtful accounts of $448,958; and (4) a one-time write off of $564,000 as a result of terminating our contract with China Direct Investments, Inc.


Financial Tables
 
LINKWELL CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
December 31,
 
ASSETS
 
   
2007
 
2006
 
CURRENT ASSETS:
         
Cash
 
$
1,222,128
 
$
1,713,723
 
Accounts receivable (net of allowance for doubtful accounts of $460,175 and $144,639 in 2007 and 2006 respectively)
   
2,999,191
   
1,682,878
 
Accounts receivable-related parties (net of allowance for doubtful accounts of $221,359 and $87,937 in 2007 and 2006 respectively)
   
1,992,233
   
1,406,425
 
Other receivable
   
261,231
   
414,000
 
Inventories (net of reserve for obsolete inventory of $136,287 and $127,160 in 2007 and 2006 respectively)
   
829,476
   
536,483
 
Prepaid expenses and other current assets
   
1,015,558
   
367,641
 
Due from related parties
   
946,591
   
-
 
Short term loan receivable
   
-
   
48,609
 
               
Total Current Assets
   
9,266,408
   
6,169,759
 
               
PROPERTY AND EQUIPMENT - net
   
749,073
   
774,733
 
               
Total Assets
 
$
10,015,481
 
$
6,944,492
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
               
CURRENT LIABILITIES:
             
Loans payable
 
$
699,210
 
$
652,382
 
Loan payable - related party
   
-
   
165,471
 
Accounts payable and accrued expenses
   
1,246,943
   
1,301,131
 
Tax payable
   
92,815
   
-
 
Other payable
   
189,421
   
27,589
 
Due to related party
   
760,457
   
204,267
 
Advances from customers
   
713,578
   
254,434
 
Total Current Liabilities
   
3,702,424
   
2,605,274
 
 
             
               
MINORITY INTEREST
   
527,244
   
394,320
 
               
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;
             
73,731,675 and 69,868,355 shares issued and outstanding in 2007 and 2006 respectively)
   
36,866
   
34,934
 
Common stock issuable
   
11
   
-
 
Additional paid-in capital
   
5,724,363
   
5,290,536
 
Accumulated deficit
   
(510,921
)
 
(871,056
)
Deferred compensation
   
(51,389
)
 
(646,222
)
Other comprehensive gain - foreign currency
   
586,883
   
136,706
 
               
Total Stockholders' Equity
   
5,785,813
   
3,944,898
 
               
Total Liabilities and Stockholders' Equity
 
$
10,015,481
 
$
6,944,492
 
 
See notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
For the Year
 
   
Ended December 31,
 
   
2007
 
2006
 
NET REVENUES
             
Non-affiliated companies
 
$
11,694,030
 
$
4,508,179
 
Affiliated companies
   
2,641,691
   
3,237,199
 
               
Total Net Revenues
   
14,335,721
   
7,745,378
 
               
COST OF SALES
   
10,071,991
   
4,609,557
 
               
GROSS PROFIT
   
4,263,730
   
3,135,821
 
               
OPERATING EXPENSES:
             
Selling expenses
   
1,099,266
   
573,315
 
General and administrative
   
2,753,132
   
1,730,178
 
               
Total Operating Expenses
   
3,852,398
   
2,303,493
 
               
INCOME FROM OPERATIONS
   
411,332
   
832,328
 
               
OTHER INCOME (EXPENSE):
             
Other income
   
146,945
   
(4,367
)
Registration rights penalty
   
-
   
(76,000
)
Interest income
   
3,649
   
5,441
 
Interest expense - related party
   
-
   
(26,132
)
Interest expense
   
(68,867
)
 
(41,589
)
               
Total Other Income (Expense)
   
81,727
   
(142,647
)
               
INCOME BEFORE DISCONTINUED OPERATIONS, INCOME TAXES
             
AND MINORITY INTEREST
   
493,059
   
689,681
 
               
DISCONTINUED OPERATIONS:
             
Gain from discontinued operations
   
-
   
12,794
 
               
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST
   
493,059
   
702,475
 
               
INCOME TAXES
   
-
   
(1,318
)
 
             
INCOME BEFORE MINORITY INTEREST
   
493,059
   
701,157
 
               
MINORITY INTEREST
   
(132,924
)
 
(133,037
)
               
NET INCOME
 
$
360,135
 
$
568,120
 
               
CUMULATIVE PREFERRED DIVIDENDS
   
-
   
(96,240
)
               
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
 
$
360,135
 
$
471,880
 
               
BASIC AND DILUTED INCOME PER COMMON SHARE:
             
Basic earnings per share from continued operation
 
$
0.00
 
$
0.01
 
Basic earnings per share including discontinued operation
 
$
0.00
 
$
0.01
 
Diluted earnings per share from continued operation
 
$
0.00
 
$
0.01
 
Diluted earnings per share including discontinued operation
 
$
0.00
 
$
0.01
 
               
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
             
Basic
   
73,195,593
   
53,098,047
 
Diluted
   
73,455,345
   
57,539,614
 

LINKWELL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
 For the Years
 
   
 Ended December 31,
 
   
 2007
 
2006
 
CASH FLOWS FROM OPERATING ACTIVITIES:
          
Net income
 
$
360,135
 
$
568,120
 
(Gain)Loss from discontinued operations
   
-
   
(12,794
)
Income from continuing operations
   
360,135
   
555,326
 
               
Adjustments to reconcile net income from operations to net cash
             
provided by (used in) operating activities:
           
Depreciation and amortization
   
126,295
   
91,657
 
Minority interest
   
132,924
   
145,150
 
Allowance for doubtful accounts
   
315,536
   
131,296
 
Allowance for doubtful accounts-related party
   
133,422
   
87,937
 
Stock-based compensation
   
709,271
   
398,945
 
Changes in assets and liabilities:
             
Accounts receivable
   
(1,631,849
)
 
(361,386
)
Accounts receivable - related party
   
(719,230
)
 
(621,992
)
Other receivable
   
152,769
   
(414,000
)
Inventories
   
(292,993
)
 
431,741
 
Prepaid and other current assets
   
(647,917
)
 
(285,891
)
Other assets
   
-
   
734
 
Accounts payable and accrued expenses
   
107,644
   
(71,984
)
Tax payable
   
92,815
   
(75,489
)
Advances from customers
   
459,144
   
123,516
 
               
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
   
(702,034
)
 
135,560
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Decrease in loan receivable
   
48,609
   
(48,609
)
Increase in loan receivable - related party
   
(946,591
)
 
-
 
Increase in deposit on investment
   
-
   
100,000
 
Purchase of property, plant and equipment
   
(99,349
)
 
(149,339
)
               
NET CASH USED IN INVESTING ACTIVITIES
   
(997,331
)
 
(97,948
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Proceeds from loans payable
   
699,210
   
63,157
 
Proceeds from loans payable-related party
   
556,190
   
204,267
 
Repayment of loan payable
   
(699,210
)
     
Repayment of loan payable - related party
   
(165,471
)
 
(63,157
)
Proceeds from Warrants Exercised
   
321,332
   
-
 
               
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
712,051
   
204,267
 
               
EFFECT OF EXCHANGE RATE ON CASH
   
495,719
   
11,766
 
 
             
NET (DECREASE) INCREASE IN CASH
   
(491,595
)
 
253,645
 
               
CASH - beginning of year
   
1,713,723
   
1,460,078
 
               
CASH - end of year
 
$
1,222,128
 
$
1,713,723
 
               
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     
Cash paid for:
             
Interest
 
$
68,867
 
$
67,721
 
Income taxes
 
$
-
 
$
1,318
 
 
See notes to consolidated financial statements

 
Financial Projections for the first quarter 2008 (in 000s) 

   
1st Qtr 2008 Estimate
 
1st Qtr 2007
 
Change
 
Total Revenues
 
$
3,814
 
$
2,846
   
+ 34
%
Gross Profit
 
$
1,489
 
$
993
   
+ 50
%
Net Income
 
$
400
 
$
497
   
- 19.5
%

Guidance for the first quarter 2008

“We believe our anticipated increase in revenues and gross profit for 1st quarter 2008 compared to 2007 validates our recently implemented growth strategy,” commented Linkwell Chairman and CEO, Mr. Xuelian Bian, “Our projected total revenue growth of 34% in 1st quarter continues at a strong pace in our what is historically our weakest quarter, plus this year we had to deal with a horrible winter storm.” Management estimates that while LiKang Disinfectant’s revenues and net income increased slightly, LiKang International’s revenues rose substantially, but its profits decreased.
 
Financial Projections for the full year 2008 (in 000s)
 
   
12/31/2008 Estimate
 
12/31/ 2007
 
Change
 
Total Revenues
 
$
23,180
 
$
14,335
   
+62
%
Gross Profit
 
$
7,000
 
$
4,767
   
+ 47
%
Net Income
 
$
2,000
 
$
360 + 455
%
     

Projected Net Revenues for the full year 2008

Linkwell’s management believes that financial projections for 2008 are conservative, based on reasonable direct growth and cost estimates. However, the Company has set higher goals for itself than projected, which are based on anticipated indirect benefits from potential developments based on support to the Beijing Olympics; introduction of new products to the market; management’s increasing prestige and influence in the disinfectant industry; and strategic ventures or agreements.

For the full year 2008, Linkwell projects total revenue to grow approximately 62% to $23.2 million from $14.3 million in 2007. Specifically, estimated revenue from LiKang Disinfectant is expected to rise approximately $3.95 million or 49%, to $12.05 million in 2008, compared to $8.1 million in 2007. Also, management estimates that revenue from LiKang International will increase approximately 15%, to $7.13 million in 2008, compared to $6.2 million in 2007.

Of the estimated $3.95 million increase in total revenue from LiKang Disinfectant in 2008, the Company estimates $10.25 million will come from sales of current and new products; $0.5 million from training disinfection and pest control professionals and sales of An’erdian at the 2008 Beijing Olympic Games; $0.3 million from implementing China's new disinfection vocational training and licensing program; and $1.0 million from Ecolab related agreements.

In addition, Linkwell anticipates revenues of $4.0 million in 2008 from strategic acquisitions as part of the disinfectant industry’s consolidation in China.



Chairman and CEO’s Comments on Guidance for the full year 2008

“In general for 2008, we expect stronger demand for our products due to increased marketing and branding and from our associations with the Beijing Olympic Games and Ecolab. We are making good progress on our 10 new products in various stages of development and are on track to launch 3 new products this year. We also believe that government administered health facilities and the general public will increase consumption of our products due to increased health education of the importance of disinfection and continued awareness of health dangers, such as highly pathogenic bird flu, hepatitis, sexually transmitted diseases and other potentially epidemic and pandemic outbreaks.”

Our vision for Linkwell is to be the consolidation leader of the estimated $6.25 billion disinfectant industry in China. We believe China is on the leading edge of a massive consolidation from over 1000 small disinfectant manufacturing companies now, to less than 200 in the next five years. Regarding our continued market penetration and the condition of our competition, we believe the factors previously described, increases barriers to entry and puts us in a very good position to lead consolidation of the disinfectant industry.”

“Last, but certainly not least, we believe good corporate governance measures and practices are very important to Linkwell and our investors. I am dedicated to implementing and maintaining these measures as described in appropriate SEC and stock exchange rules and regulations, including the establishment of an independent board of directors, hiring a qualified CFO, and reliable disclosure and internal control procedures.”
 
About Linkwell Corporation
Linkwell develops, manufactures and distributes disinfectant healthcare products in China through its subsidiary LiKang Disinfectant. Linkwell's disinfectant healthcare products are a nationally recognized domestic Chinese brand in this market segment. Linkwell products include disinfectants in liquid, tablet, powder and aerosol form. Through LiKang, Linkwell has a national marketing and sales presence throughout all 22 provinces, 5 autonomous regions, and 4 special municipalities of China. For more information, please visit http://www.linkwell.us.

Safe Harbor Statement
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning the Company's operations, financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. The Company cautions that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, but not limited to, the impact of competitive products; pricing and new technology; changes in consumer preferences and tastes; effectiveness of marketing; changes in laws and regulations; fluctuations in costs of production; and other factors as those discussed in the Company's reports filed with the Securities and Exchange Commission from time to time. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

For more information, please contact:

Investor Relations
Craig Bird
Segue Ventures LLC
Tel:       +1-215-885-4981
Email:   chbird@segue.biz

 

Source: Linkwell Corporation


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