8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 2, 2010 (January 5, 2010)

Link Resources, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53401	98-0588402
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Yantai Bohai Pharmaceuticals Group Co. Ltd.

No. 9 Daxin Road, Zhifu District

Yantai, Shandong Province, China 264000

(Address of principal executive offices)

Registrant’s telephone number, including area code:  +86(535)-685-7928

392 Acadia Drive S.E.

Calgary, Alberta, Canada T2J 0A8

(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 to 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))

EXPLANATORY NOTE

On January 11, 2010, Link Resources, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report that it had completed the acquisition of Chance High International Limited.  This Current Report on Form 8-K/A is being filed solely to amend and supplement the Original Form 8-K to include the required Item 9.01(b) Pro Forma Financial Information.

Item 9.01  Financial Statements and Exhibits

b) Pro forma financial information

The unaudited pro forma consolidated financial statements of the Company for the six months ended November 30, 2009 are attached hereto as Exhibit 99.3 respectively and are incorporated herein by reference.

Exhibit 99.3–Unaudited pro forma consolidated financial statements for the six months ended November 30, 2009

Pro forma consolidated statement of income for the six months ended November 30, 2009 (Unaudited)

Pro forma consolidated balance sheets as of November 30, 2009 (Unaudited)

Notes to the unaudited pro forma consolidated financial statements for the six months ended November 30, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 2, 2010	LINK RESOURCES, INC.
	By:	/s/ Hongwei Qu
		Name:	Hongwei Qu
		Title:	President, Chief Executive Officer, Interim Chief Financial Officer, Treasurer and Secretary

EX-99.3

Exhibit 99.3

LINK RESOURCES INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2009

(Stated in US dollars)

Presentation Backgrounds and Basis of Presentation

Pursuant to a Share Exchange Agreement, dated January 5, 2010 (the “Share Exchange Agreement”), Link Resources Inc., a Nevada corporation (the “Company”) acquired Chance High International Limited, a British Virgin Islands company (the “Chance High”) and its indirect, controlled subsidiary Yantai Bohai Pharmaceuticals Group Co., Ltd. (the “Bohai”), a Chinese company engaged the production, manufacturing and distribution in China of herbal medicines, including capsules and other products, based on traditional Chinese medicine.  The transactions contemplated by the Share Exchange Agreement are referred to herein as the “Share Exchange.”  The closing of the Share Exchange (the “Closing”) took place on January 5, 2010 (the “Closing Date”).  

On the Closing Date, pursuant to the terms of the Share Exchange Agreement, the Company acquired all of the outstanding equity securities (the “Chance High Shares”) of Chance High from Change High’s shareholders (the “Chance High Shareholders”) and the Chance High Shareholders transferred and contributed all of their Chance High Shares to the Company.  In exchange, the Company issued to Chance High Shareholders an aggregate of 13,162,500 newly issued shares of common stock of the Company, par value $0.001 per share (the “Common Stock”).In addition, pursuant to the terms of the Share Exchange Agreement, Anthony Zaradic, the former President and Chief Executive Officer of the Company, cancelled a total of 1,500,000 shares of Common Stock.

Chance High owns 100% of the issued and outstanding capital stock of the Yantai Shencaojishi Pharmaceuticals Co., Ltd., a Chinese company (the “WFOE”).  On December 7, 2009, the WFOE entered into a series of variable interest entity contractual agreements (the “VIE Agreements”) with Bohai and its three shareholders, including Hongwei Qu, the Company’s current Chairman, President and Chief Executive Officer (“Qu”), in which WFOE  effectively assumed management of the business activities of Bohai and has the right to appoint all executives and senior management and the members of the board of directors (Chance High, WFOE  and Bohai is referred to herein collectively as the “Group”).  The VIE Agreements are comprised of a series of agreements, including a Consulting Services Agreement, Operating Agreement and Proxy Agreement, through which WFOE has the right to advise, consult, manage and operate Bohai for an annual fee in the amount of Bohai’s yearly net profits after tax.  Additionally, Bohai’s shareholders have pledged their rights, titles and equity interest in Bohai as security for WFOE to collect consulting and services fees provided to Bohai through an Equity Pledge Agreement.  In order to further reinforce WFOE’s rights to control and operate Bohai, Bohai’s shareholders have granted WFOE an exclusive right and option to acquire all of their equity interests in Bohai through an Option Agreement.  As all of the companies in the Group are under common control, this has been accounted for as a reorganization of entities and the financial statements have been prepared as if the reorganization had occurred retroactively.  The Company has consolidated Bohai’s operating results, assets and liabilities within its financial statements.

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LINK RESOURCES INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2009

(Stated in US dollars)

Presentation Backgrounds and Basis of Presentation (Continued)

The unaudited pro forma consolidated financial statements of the Company in the opinion of management include all material adjustments directly attributable to the Share Exchange.  The unaudited pro forma consolidated balance sheet reflects the financial position of the Company had the share exchange occurred on November 30, 2009.  The pro forma consolidated statements of operations were prepared as if the transactions were consummated on June 1, 2009.  These pro forma consolidated financial statements have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the transaction occurred on the date indicated and are not necessarily indicative of the results that may be expected in the future.

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LINK RESOURCES INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2009

(Stated in US dollars)

	Yantai Bohai Pharmaceuticals Group Co., Ltd.			Yantai Shencaojishi Pharmaceuticals Co., Ltd. (WFOE)			Chance High International Ltd. (BVI)			Link Resources Inc.			Adjustment		Pro forma
	$			$			$			$			$		$
	(Three months ended September 30, 2009)			For the period from November 25, 2009 to November 30, 2009			For the period from July 02, 2009 to November 30, 2009			(Six months ended November 30, 2009)
Net Sales		13,954,604			-			-			-			-		13,954,604
Cost of Sales		(2,217,604	)		-			-			-			-		(2,217,604	)
Gross profit		11,737,000			-			-			-			-		11,737,000
Selling, general and administrative expenses		(9,174,693	)		(2,000	)		(2,000	)		(379,889	)		-		(9,558,582	)
Interest expenses		(148,395	)		-			-			(3,683	)		-		(152,078	)
Operating income		2,413,912			(2,000	)		(2,000	)		(383,572	)		-		2,026,340
Non-operating income		69,072			-			-			-			-		69,072
Non-operating costs		(5,269	)		-			-			-			-		(5,269	)
Income/(loss) before taxation		2,477,715			(2,000	)		(2,000	)		(383,572	)		-		2,090,143
Income tax		(555,474	)		-			-			-			-		(555,474	)
Net income/(loss)		1,922,241			(2,000	)		(2,000	)		(383,572	)		-		1,534,669

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LINK RESOURCES INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

AS OF NOVEMBER 30, 2009

(Stated in US dollars)

	Yantai Bohai Pharmaceuticals Group Co., Ltd.		Yantai Shencaojishi Pharmaceuticals Co., Ltd. (WFOE)		Chance High International Ltd. (BVI)		Link Resources Inc.		Pro forma Adjustment			Pro forma
	$		$		$		$		$			$
	(As of		(As of		(As of		(As of
	September 30, 2009)		November 30, 2009		November 30, 2009		November 30, 2009
ASSETS
Current assets
Cash and cash equivalents		5,132,388		-		-		1,784		-			5,134,172
Trust funds		-		-		-		26,737					26,737
Accounts receivables		10,938,361		-		-		-		-			10,938,361
Other receivable and prepayments		4,448,416		9,500,000		50,000		-		-			13,998,416
Inventories		438,628		-		-		-		-			438,628
Total current assets		20,957,793		9,500,000		50,000		28,521		-			30,536,314
Property, plant and equipment, net		8,083,461		-		-		-		-			8,083,461
Intangible assets		17,322,336		-		-		-		-			17,322,336
Investment in a subsidiary		-		-		9,500,000		50,000		(9,550,000	)		-
TOTAL ASSETS		46,363,590		9,500,000		9,550,000		78,521		(9,550,000	)		55,942,111
LIABILITIES AND STOCKHOLDER’S EQUITY
LIABILITIES
Current liabilities
Short-term borrowings		5,860,665		-		-		-		-			5,860,665
Accounts payable		847,565		-		-		-		-			847,565
Accrued liabilities		3,197,779		2,000		9,502,000		53,683		-			12,755,462
Tax payable		555,815		-		-		-		-			555,815
Total current liabilities		10,461,824		2,000		9,502,000		53,683		-			20,019,507
Note Payable		-		-		-		400,000		-			400,000
TOTAL LIABILITIES		10,461,824		2,000		9,502,000		453,683		-			20,419,507

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LINK RESOURCES INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

AS OF NOVEMBER 30, 2009 (CONTINUED)

(Stated in US dollars)

	Yantai Bohai Pharmaceuticals Group Co., Ltd.		Yantai Shencaojishi Pharmaceuticals Co., Ltd. (WFOE)			Chance High International Ltd. (BVI)			Link Resources Inc.			Pro forma Adjustment			Pro forma
	$		$			$			$			$			$
	(As of		(As of			(As of			(As of
	September 30, 2009)		November 30, 2009			November 30, 2009			November 30, 2009
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 75,000,000 shares authorized, 3,450,000 shares issued and outstanding.		-		-			-			3,450			-			3,450
Registered and paid-in capital		2,918,000		9,500,000			50,000			-			(9,550,000	)		2,918,000
Additional paid-in capital		-		-			-			56,520			-			56,520
Capital reserve		5,836,000		-			-			-			-			5,836,000
Accumulated other comprehensive income		538,514		-			-			-			-			538,514
Statutory reserves		2,394,036		-			-			-			-			2,394,036
Retained earnings		24,215,216		(2,000	)		(2,000	)		(435,132	)		-			23,776,084
		35,901,766		9,498,000			48,000			(375,162	)		(9,550,000	)		35,522,604
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		46,363,590		9,500,000			9,550,000			78,521			(9,550,000	)		55,942,111

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LINK RESOURCES INC.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2009

(Stated in US dollars)

The following adjustment to the unaudited pro forma balance sheet is based on the assumption that the share exchange was consummated on June 1, 2009.

(a)	Adjustment to reflect the capital amounts had the share exchange occurred on November 30, 2009.
(b)	Assumption was made that the management account’s of Chance High and WFOE are only contain the amount of capital and current account with the investment holding.
(c)	Assumption was made that WFOE has been incorporated at the day on November 30, 2009.
(d)	Assumption was made that the VIE between WFOE and Bohai has been signed and effective on November 30, 2009.

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