UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to __________

Commission File Number: 000-24977

LINKWELL CORPORATION

(Exact name of registrant as specified in charter)

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

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

(86) 21-5566-6258

(Registrant's telephone number, including area code)

not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and "smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   o	Accelerated filer   o
Non-accelerated filer   o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o   No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

As of November 6, 2012, there were 119,605,475 shares of our common stock issued and outstanding.  

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	21
Item 4.	Controls and Procedures.	22
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	22
Item 1A.	Risk Factors.	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22
Item 3.	Defaults Upon Senior Securities.	22
Item 4.	Mine Safety Disclosures.	22
Item 5.	Other Information.	22
Item 6.	Exhibits.	23

i

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, our ability to increase our revenues, develop our brands, implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors detailed from time to time in the filings we make with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q, our Annual Reports on Form 10-K and our Current Reports on Form 8-K. 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 in this Quarterly Report. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this Quarterly Report in its entirety, including the risks described in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended, under Part I, Item 1A, “Risk Factors.” 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 Quarterly Report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

IMPACT OF THE ACCOUNTING TREATMENT OF THE

METAMINING NEVADA ACQUISITION ON OUR FINANCIAL STATEMENTS

As described elsewhere herein, on March 30, 2012 (the “Acquisition Date”), we acquired Metamining Nevada from Metamining Inc., an unrelated third party, in exchange for our Series C convertible preferred stock and Series C common stock purchase warrants.  Metamining Nevada is an exploration state company formed in March 2011. Following the acquisition, we continue to own and operate our historical operations which are the development, manufacture, sale and distribution of disinfectant health care products primarily to the medical industry in China. However, because of the proportional ownership interests after the transaction, our acquisition of Metamining Nevada was accounted for as a reverse merger and Metamining Nevada is considered the acquirer for accounting purposes.  The consolidated balance sheet as of September 30, 2012 reflects our consolidated financial positions which include the assets and liabilities of Metamining Nevada and our historical operations.  The consolidated balance sheet as of December 31, 2011 reflects the historical financial position of Metamining Nevada, the accounting acquirer. The consolidated statement of operations and comprehensive income (loss) for the three and nine months ended September 30, 2012, and consolidated statements of cash flows for the nine months ended September 30, 2012 reflect Linkwell's historical operations and Metamining Nevada since Acquisition Date.

ii

OTHER PERTINENT INFORMATION

As used herein, unless the context indicates otherwise, the terms:

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

• "Linkwell Tech” refers to our 90% owned subsidiary Linkwell Tech Group, Inc., a Florida corporation;

• "LiKang Disinfectant” refers to Shanghai LiKang Disinfectant High-Tech Company, Limited, a wholly-owned subsidiary of Linkwell Tech;

• "LiKang Biological” refers to Shanghai LiKang Biological High-Tech Co., Ltd., a wholly owned subsidiary of LiKang Disinfectant; and

• "LiKang International” refers to Shanghai LiKang International Trade Co., Ltd., formerly a wholly owned subsidiary of LiKang Disinfectant which was sold to Linkwell International Trading Co., Limited on May 31, 2008.

• "Metamining Nevada” refers to our wholly owned subsidiary Metamining Nevada, Inc., a Nevada corporation.

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

• "Shanhai” refers to Shanghai Shanhai Group, a Chinese company which previously was the minority owner of LiKang Disinfectant;

• "ZhongYou” refers to Shanghai ZhongYou Pharmaceutical High-Tech Co., Ltd., a company owned by Shanghai Jiuqing Pharmaceuticals Company, Ltd.

• "Shanghai Jiuqing” refers to Shanghai Jiuqing Pharmaceuticals Company, Ltd., a company whose 65% owner is Shanghai Ajiao Shiye Co. Ltd., a company of which our Chairman and Chief Executive Officer, Mr. Xuelian Bian, is a 60% shareholder.

• "Metamining, Inc.”, a California company, refers to the former sole shareholder of Metamining Nevada, from which we acquired 100% ownership of Metamining Nevada on March 30, 2012.

• The People's Republic of China is herein referred to as “China” or the “PRC”.

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

iii

LINKWELL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30, 2012 (Unaudited)			December 31, 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	978,247		$	-
Accounts receivable, net		3,245,771			-
Accounts receivable - related parties, net		12,201,611			-
Due from related party		957,821			-
Other receivables, net		5,250,009			-
Inventories, net		2,581,713			-
Prepaid expenses and other current assets		692,152			-
Total current assets		25,907,324			-
					-
NON-CURRENT ASSETS:					-
Deferred compensation		297,151			-
Investment		1,277,861			-
Property, plant and equipment, net		2,544,098			-
Real property and mineral rights		14,250,000			14,250,000
Prepaid for land use right		602,429			-
Intangible assets		231,141			-
Total non-current assets		19,202,680			14,250,000
TOTAL ASSETS	$	45,110,004		$	14,250,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Loans payable	$	1,577,038		$	-
Accounts payable and accrued expenses		3,854,911			5,000
Note payable – short term		5,625,000			5,625,000
Advances from customers		363,677			-
Taxes payable		487,802			-
Other payables		181,686			-
Due to related parties		2,504,329			-
Total current liabilities		14,594,443			5,630,000
LONG-TERM LIABILITIES:
Note payable – long term		5,325,000			5,625,000
Total liabilities		19,919,443			11,255,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred Stock, $.0005 par value; 10,000,000 shares authorized, 9,581,973 and 0 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively		4,791			4,791
Common Stock, $.0005 par value, 150,000,000 shares authorized, 119,605,475 and 0  shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively		59,803			-
Additional paid-in capital		22,771,296			3,108,154
Retained Earnings (deficit)		1,470,682			(117,945	)
Accumulated other comprehensive loss		(139,895	)
Total Linkwell Corporation shareholders' equity		24,166,677			2,995,000
NONCONTROLLING INTEREST		1,023,884			-
TOTAL EQUITY		25,190,561			2,995,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	45,110,004		$	14,250,000

See accompanying notes to the unaudited consolidated financial statements.

- 1 -

 LINKWELL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	For three months ended				For nine months ended		From inception  (March 30, 2011) to
	September 30, 2012		September 30, 2011		September 30, 2012			September 30, 2011
Revenues	$	2,334,187	$	-	$	3,445,279		$	-
Revenues-related parties		3,078,402		-		6,434,678			-
Total revenues		5,412,589		-		9,879,957
Cost of revenues		2,777,161		-		5,235,249			-
Gross profit		2,635,428		-		4,644,708			-
Operating expenses:
Selling expenses		438,116		-		731,309			-
General and administrative expenses		747,631		82,617		1,610,294			113,585
Total operating expenses		1,185,747		82,617		2,341,603			113,585
Income (loss) from operation		1,449,681		(82,617)		2,303,105			(113,585)
Other income (expenses):
Other income		1,245		-		34,503			-
Interest expense		(32,736)		-		(57,709)			-
Total other income (expense)		(31,491)		-		(23,206)			-
Income (loss) before income taxes		1,418,190		(82,617)		2,279,899			(113,585)
Income tax expense		(281,839)		-		(480,929)			-
Net income (loss)		1,136,351		(82,617)		1,798,970			(113,585)
Less: Net income to non-controlling interests		128,847		-		210,347			-
Net income (loss) to common stockholders	$	1,007,504	$	(82,617)	$	1,588,623		$	(113,585)
COMPREHENSIVE INCOME (LOSS):
Net income (loss)	$	1,136,351	$	(82,617)	$	1,798,970		$	(113,585)
Foreign currency translation adjustments		(50,447)		-		(139,895)			-
Comprehensive income (loss)	$	1,085,904	$	(82,617)	$	1,659,075		$	(113,585)
Basic and diluted income per common share:
Basic	$	0.01	$	-	$	0.01		$	-
Diluted	$	0.01	$	-	$	0.01		$	-
Basic weighted average common shares outstanding		119,605,475		-		119,605,475			-
Diluted weighted average common shares outstanding		119,605,475		-		119,605,475			-

See accompanying notes to the unaudited consolidated financial statements.

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LINKWELL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30, 2012		From Inception (March 30, 2011) to September 30, 2011
OPERATING ACTIVITIES:
Net income (loss)	$	1,798,970	$	(113,585)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock based compensation		104,301		-
Depreciation and amortization		213,545		-
Changes in current assets and liabilities:				-
Accounts receivable		(678,991)		-
Accounts receivable – related party		(1,926,942)		-
Other receivables		(240,452)		-
Inventories		(28,576)		-
Accounts payable, other payables and accrued expenses		289,512		-
Tax payable		315,393		-
NET CASH USED IN OPERATING ACTIVITIES		(153,240)		(113,585)
INVESTING ACTIVITIES:
Payments for construction in progress		(117,751)		-
Purchase of fixed assets		(156,949)		-
Cash acquired from acquisition		653,589		-
Purchase of real property and mining rights		-		(3,000,000)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		378,889		(3,000,000)
FINANCING ACTIVITIES:
Increase in due to related parties		1,070,858		113,585
Investment from shareholders for real property and mineral rights		-		3,000,000
Payment of note payable extension for real property and mineral rights		(300,000)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		770,858		3,113,585
EFFECT OF EXCHANGE RATE ON CASH		(18,260)		-
NET INCREASE IN CASH AND CASH EQUIVALENTS		978,247		-
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		-		-
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	978,247	$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:
Cash paid for:
Interest	$	61,808	$	-
Income taxes	$	306,733	$	-

See accompanying notes to the unaudited consolidated financial statements.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 ORGANIZATION

The Company was incorporated in the State of Florida on October 11, 2000 under the name HBOA Holdings, Inc.

On May 2, 2005, the Company entered into and consummated a share exchange with all of the shareholders of Linkwell Tech. Pursuant to the share exchange, the Company acquired 100% of the issued and outstanding shares of Linkwell Tech’s common stock, in exchange for 36,273,470 shares of the Company’s common stock, which at closing represented approximately 87.5% of the issued and outstanding shares of the Company’s common stock. As a result of the transaction, Linkwell Tech became the Company’s wholly-owned subsidiary. For financial accounting purposes, the exchange of stock was treated as a recapitalization of the Company, 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 in the operations of the Company and its subsidiaries for the periods presented.

Linkwell Tech was founded on June 22, 2004, as a Florida corporation. On June 30, 2004, Linkwell Tech acquired 90% of LiKang Disinfectant through a stock exchange. This transaction resulted in the formation of a U.S. holding company by the shareholders of LiKang Disinfectant 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.

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.

On March 25, 2008, the Company’s subsidiary, Linkwell Tech acquired the remaining 10% of LiKang Disinfectant that it did not own. The purchase price for the remaining 10% interest in LiKang Disinfectant was $684,057, consisting of $399,057 in cash and 1,500,000 shares of the Company’s common stock valued at $285,000. The 10% interest in LiKang Disinfectant had a value of $577,779 prior to the Company’s purchase. The $126,278 difference between purchase price and its value was deemed a dividend and deducted from retained earnings upon closing of the acquisition.

LiKang Disinfectant has developed a line of disinfectant product offerings which are utilized by the hospital and medical industry in China. LiKang Disinfectant regards hospital disinfectant products as the primary segment of its business and 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 February 15, 2008, the Company entered into a stock purchase agreement with Ecolab Inc., a Delaware corporation (“Ecolab”), pursuant to which Ecolab agreed to purchase 888,889 of shares of Linkwell Tech, or 10% of the issued and outstanding capital stock of Linkwell Tech, for $2,000,000. On March 28, 2008 and June 4, 2008, Linkwell Tech received $200,000 and $1,388,559, respectively from Ecolab. Including a $400,000 loan that Linkwell Tech received from Ecolab and accrued interest thereon of $11,441, Linkwell Tech received a total investment of $2,000,000 from Ecolab. On May 31, 2008, the Company, Linkwell Tech and Ecolab entered into a Linkwell Tech Group Inc. Stockholders Agreement, whereby both the Company and Ecolab are subject to, and beneficiaries of, certain pre-emptive rights, transfer restrictions and take along rights relating to the shares of Linkwell Tech that the Company and Ecolab each hold. As of May 31, 2008, the principal and accrued interest of $11,441 on the short-term $400,000 loan became part of Ecolab’s investment and does not need to be repaid.

On March 5, 2009, the Company’s subsidiary, LiKang Disinfectant acquired 100% of LiKang Biological, a company owned by related parties. LiKang Biological is also engaged in the development, manufacture, sale and distribution of disinfectant health care products primarily in the medical industry in China.

On March 30, 2012, the Company acquired Metamining Nevada from Metamining, an unrelated third party. Pursuant to the terms of the Share Exchange Agreement between the parties, we acquired 100% of the capital stock of Metamining Nevada in exchange for 9,581,973 shares of our Series C convertible preferred stock and 3,000,000 Series C common stock purchase warrants. As a result of the acquisition, under reverse acquisition accounting rules pursuant to the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805-40, Linkwell who is the legal acquirer becomes the accounting acquiree owning 8.9%, and Metamining Nevada becomes the accounting acquirer owning 91.1% of the total outstanding shares of common stock on an as converted basis after giving effect to an expected 1:200 reverse stock split (“Reverse Stock Split”) in the acquisition transaction.

- 4 -

LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

Metamining Nevada is an exploration state company which was established in March 2011. In April 2011 Metamining entered into agreements with unrelated third parties to acquire rights to mining claims, together with certain real property rights, on approximately 4,500 acres in northern Nevada for an aggregate purchase price of $14,250,000.  

During the terms of the agreements, Metamining Nevada has the right to explore and mine the properties and the quit claim deeds for these properties are being held in escrow pending payment in full of the purchase price.  If any portion of the purchase price were not to be paid when due, subject to certain extensions as described in the agreements, all amounts paid are forfeited and the agreements are terminated. During the terms of the agreements, the seller designated Mr. Howard Fisher as a member of Metamining Nevada’s Board of Directors. Mr. Fisher’s responsibilities are to control the transfer of the properties or provide for the recovery of the properties, at the termination of the agreement, as the case may be.  He does not otherwise have any voting rights as a member of Metamining Nevada’s Board.

On March 30, 2012, the Company issued 9,581,973 shares of our Series C convertible preferred stock and 3,000,000 Series C common stock purchase warrants to Metamining Inc. as consideration for the purchase of Metamining Nevada. The Series C common stock purchase warrants are exercisable for five years at any time following the Reverse Stock Split into 3,000,000 shares of our post-split common stock at an exercise price of $5.00 per share. The warrant contains customary anti-dilution protection in the event of stock splits, recapitalizations and similar corporate events. The reverse stock split has not yet occurred.

BASIS OF PRESENTATION

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in US dollars.

Certain reclassifications have been made to the prior year to conform to current year’s presentation. The consolidated financial statements of the Company include the accounts of Metamining Nevada, the Company’s 90% owned subsidiary, Linkwell Tech, and Linkwell Tech’s 100% owned subsidiaries LiKang Disinfectant and LiKang Biological. All significant inter-company balances and transactions have been eliminated.

The consolidated balance sheets as of September 30, 2012 reflected consolidated financial positions of both Metamining Nevada and Linkwell. The consolidated balance sheet as of December 31, 2011 reflected the financial position of Metamining Nevada, the accounting acquirer. The consolidated statement of operations and comprehensive income (loss) and consolidated statements of cash flows for the three and nine months ended September 30, 2012 reflect the historical operations of Linkwell and Metamining Nevada from the Acquisition Date. The consolidated statement of operations and comprehensive income and consolidated statements of cash flows from inception (March 30, 2011) to September 30, 2011 reflect the historical operations of Metamining Nevada in accordance with ASC 805-40 Reverse Acquisitions.

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 for the years ended September 30, 2012 and December 31, 2011 include the allowance for doubtful accounts, useful life of property and equipment, and inventory reserve.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, advances from customers, short-term loans payable and amounts due from or to related parties, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 825.

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. As of September 30, 2012 and December 31, 2011, the Company established, based on a review of its third party accounts receivable outstanding balances, allowances for doubtful accounts in the amounts of $931,681 and $0, respectively. As of September 30, 2012 and December 31, 2011, the Company established, based on a review of its related party accounts receivable outstanding balances, allowances for doubtful accounts in the amounts of $784,089 and $0, respectively. The majority of the allowances for doubtful accounts is on accounts receivable from Shanghai Zhong You, a related party.

As is customary in the medical products industry in PRC, the Company extends relatively longer payment terms to our customers as compared with those customary in the United States. For the nine months ended September 30, 2012 and 2011, the average time of payment on accounts receivable from related parties was about nine months. Based upon the Company’s long-standing relationship with these related parties and their respective principals, the Company believes that related party receivables are collectible. To the best of the Company’s knowledge, there is no company-related issue with respect to any related party that might delay payment, nor are there any negative issues impacting our relationship with any related party.

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 is provided using the straight-line method over the estimated economic lives of the assets, which range from five to twenty years. The cost of repairs and maintenance are expensed as incurred and 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 the income statement in the year of disposition.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined by using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on our review, the Company believes that, during the nine months ended September 30, 2012 and 2011, there were no significant impairment of its long-lived assets.

ADVANCES FROM CUSTOMERS

As of September 30, 2012 and December 31, 2011, advances from customers were $363,677 and $0, respectively. These advances consisted 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 prepayments as revenue as customers take delivery of the goods, in compliance with its revenue recognition policy.

INCOME TAXES

The Company utilizes FASB ASC Topic 740, “Accounting for Income Taxes”, which requires recognition of deferred tax assets and liabilities for expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of “Accounting for Uncertainty in Income Taxes” (codified in FASB ASC Topic 740). When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expenses and penalties are classified in other expenses in the statements of income. At September 30, 2012 and December 31, 2011, the Company did not take any uncertain positions that would necessitate the recording of tax related liability.

BASIC AND DILUTED EARNINGS PER SHARE

The Company presents net income per share (“EPS”) in accordance with FASB ASC Topic 260 “Earnings per Share”. Accordingly, basic income per share is computed by dividing income 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. 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.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

On March 30, 2012 the Company acquired Metamining Nevada from Metamining, an unrelated third party. Pursuant to the terms of the Share Exchange Agreement between the parties, we acquired 100% of the capital stock of Metamining Nevada in exchange for 9,581,973 shares of our Series C convertible preferred stock and 3,000,000 Series C common stock purchase warrants.  As a result of the acquisition, under reverse acquisition accounting rules pursuant to ASC 805-40, Linkwell who is the legal acquirer becomes the accounting acquiree owning 8.9%, and Metamining Nevada is the accounting acquirer owning 91.1% of the total outstanding shares of common stock on an as converted basis after giving effect to the Reverse Stock Split in the transaction. For accounting purposes, there are no weighted average shares outstanding in the earnings per share computation before the Acquisition Date because the accounting acquirer, Metamining Nevada, had no common shares outstanding as of the Acquisition Date. As a result of the reverse acquisition, Linkwell’s weighted average common shares outstanding prior to the Acquisition Date are not included in the earnings per share calculation for the nine months ended September 30, 2012.

REVENUE RECOGNITION

The Company’s revenue recognition policies are in compliance with FASB ASC Topic 605. The Company records revenue when an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The Company’s revenues from the sale of products are recorded when the goods are shipped, title passes, and collectability is reasonably assured.

The Company’s revenues from the sale of products to related parties are recorded when the goods are shipped to the customers from our related parties. Upon shipment, title passes, and collectability is reasonably assured. The Company receives purchase orders from our related parties on an as-needed basis from the related party customers. Generally, the related party does not hold the Company’s inventory.

CONCENTRATION OF BUSINESS AND 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. The majority of the Company’s bank accounts in banks located in the PRC are not covered by any type of protection similar to that provided by the FDIC on funds held in U.S. banks. The Company has not experienced any losses in such accounts.

Certain other financial instruments, which subject the Company to concentration of credit risk, consist of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of its customers’ financial condition and customer payment practices to minimize collection risk on accounts receivable.

FOREIGN CURRENCY TRANSLATION

The Company primarily operates in the PRC. The financial position and results of operations of the subsidiaries are determined using the local currency (“Renminbi” or “RMB”) as the functional currency.

Translation from RMB into United States dollars (“USD” or “$”) for reporting purposes is performed by translating the results of operations denominated in foreign currency at the weighted average rates of exchange during the reporting periods. Assets and liabilities denominated in foreign currencies at the balance sheet dates are translated at the market rate of exchange in effect at that date. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into USD are reported as a component of accumulated other comprehensive income in shareholders’ equity. The exchange rates used in translation from RMB to USD amount were published by People’s Bank of the People’s Republic of China.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

	September  30, 2012	December 31, 2011
Balance sheet items, except for the registered and paid-up capital and retained earnings as of September 30, 2012 and December 31, 2011.	US$1=RMB 6.3190	US$1=RMB 6.3009

	Nine Months Ended September 30,
	2012	2011
Amounts included in the statements of operations and comprehensive income, and statements of cash flow for the nine months ended September 30, 2012 and 2011.	US$1=RMB 6.3085	US$1=RMB 6.4975

SHIPPING COSTS

Shipping costs are included in selling expenses and totaled $261,286 and $0, respectively, for the three months ended September 30, 2012 and 2011, and amounted to $533,215 and $0, respectively for the nine months ended September 30, 2012 and 2011, respectively.

ADVERTISING

Advertising is expensed as incurred and included in selling expenses. For the three and nine months ended September 30, 2012 and 2011, advertising expenses amounted to $17,097 and $0, respectively.

STOCK-BASED COMPENSATION

The Company accounts for its stock-based compensation in accordance with FASB ASC Topics 718 and 505. The Company recognizes in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expensed as incurred and included in general and administrative expenses. These costs primarily consist of cost of materials used and salaries paid for the development department of the Company and fees paid to third parties. Research and development costs for the three months ended September 30, 2012 and 2011 were $160,824 and $0, respectively, and amounted to $246,474 and $0 for the nine months ended September 30, 2012 and 2011, respectively..

SEGMENT REPORTING

FASB ASC Topic 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

RESULTS OF OPERATIONS FROM LINKWELL TECH's (DISINFECTANT BUSINESS)

In accordance with ASC 805-40 “Reverse Acquisition," our consolidated statement of operations reflected only the results of operations from Metamining Nevada for all reporting periods prior to the acquisition date (March 30, 2012). The statement of results of operations from our disinfectant business below presents Linkwell Tech's disinfectant business for the three and nine months ended September 30, 2012 on a comparative basis with the same periods in 2011. Please refer to our MD&A for discussion of variances and analysis on these operations.

	For three months ended				For nine months ended
	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
Revenues	$	2,334,187	$	1,998,740	$	4,876,492	$	5,452,839
Revenues-related parties		3,078,402		2,290,577		8,409,874		5,857,573
Total revenues		5,412,589		4,289,317		13,286,366		11,310,412
Cost of revenues		2,777,161		2,324,049		7,109,022		6,105,273
Gross profit		2,635,428		1,965,268		6,177,344		5,205,139
Operating expenses:
Selling expenses		438,116		325,774		1,044,132		846,833
General and administrative expenses		649,703		602,092		2,594,776		2,462,773
Total operating expenses		1,087,819		927,866		3,638,908		3,309,606
Income from operation		1,547,609		1,037,402		2,538,436		1,895,533
Other income (expense):
Other income		1,245		58,410		75,755		38,629
Interest expense		(32,736)		(26,537)		(83,725)		(60,444)
Total other (expense) income		(31,491)		31,873		(7,970)		(21,815)
Net income before income taxes		1,516,118		1,069,275		2,530,466		1,873,718
Income tax expense		(281,839)		(142,132)		(548,498)		(377,247)
Net income		1,234,279		927,143		1,981,968		1,496,471
Net income to non-controlling interests		(128,847)		(93,693)		(238,482)		(212,551)
Net income to common stockholders	$	1,105,432	$	833,450	$	1,743,486	$	1,283,920

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2012, FASB issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. ASU No. 2012-02 simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. ASU No. 2012-02 allows an entity the option of first performing a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of ASU No. 2012-02 is not expected to have a material impact on our consolidated financial statements.

In September 2011, the FASB issued ASU 2011-08, "Testing Goodwill for Impairment." ASU 2011-08 will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. ASU 2011-08 will be effective for annual and interim goodwill impairment tests performed for annual reporting period beginning after December 15, 2011, with early adoption permitted. The adoption of this guidance did not have a material impact on our consolidated financial statements.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

In June 2011, the FASB issued ASU 2011-05, "Comprehensive Income: Presentation of Comprehensive Income." ASU 2011-05 will require companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. ASU 2011-05 does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. ASU 2011-05 will be effective for the first interim and annual periods beginning after December 15, 2011. Further, in December 2011, the FASB issued ASU 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." We have adopted this guidance.

NOTE 2 – INVENTORIES

A summary of inventories by major category as of September 30, 2012 and December 31, 2011 were as follows:

	September 30, 2012		December 31, 2011
			(Audited)
Raw materials	$	886,209	$	-
Work-in-process		37,305		-
Finished goods		1,658,199		-
Net inventories	$	2,581,713	$	-

NOTE 3 – PROPERTY AND EQUIPMENT

At September 30, 2012 and December 31, 2011, property and equipment consisted of the following:

	Estimated Useful Life (In years)		September 30, 2012		December 31, 2011
Office equipment and furniture		3-7	$	584,018	$	-
Autos and trucks		5		383,492		-
Manufacturing equipment		2-10		1,180,490		-
Building		5-20		1,895,553		-
Construction in progress				52,830		-
Property and equipment, gross				4,096,383		-
Less: Accumulated depreciation				(1,552,285)		-
Property and equipment, net			$	2,544,098	$	-

For the three months ended September 30, 2012 and 2011, depreciation expense amounted to approximately $81,200 and $0, respectively. For the nine months ended September 30, 2012 and 2011, depreciation expense amounted to $239,000 and $0, respectively.

As of September 30, 2012 and December 31, 2011, the Company had construction in progress of $52,830 and $0, respectively, for constructing a warehouse for storage of the finished products, a workshop, and research and development center. The estimated total cost for the construction in progress would be approximately $360,000, and the Company would be required to pay an additional $20,000 by December 31, 2012-see NOTE 13.

NOTE 4 - REAL PROPERTY AND MINERAL RIGHTS

Metamining Nevada, through its parent company, Metamining, acquired certain real property and mineral rights in the Buena Vista Hills area of the mineral district in Pershing and Churchill Counties of Nevada called “Iron Horse Project – Dodge Mine" from three separate sellers (the “Sellers”) for a total purchase considerations of $14,250,000 payable by way of three installments over a period of two years from April 15, 2011 as discussed under Note 11- Notes Payable.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

(1	)	Seller, Little Valley Group, LLC (LVC) under Agreement No. NV01 valued 77.1930%	$	11,000,000
(2	)	Seller, Greater Nevada Ranches, LLC (GNR) under Agreement No. NV02 valued 12.2807%		1,750,000
(3	)	Seller, Western Resources Group, LLC (WRG) under Agreement No. NV03 valued 10.5263%		1,500,000
		Total Purchase Considerations	$	14,250,000

Real Property and Mineral Rights:

From LVC:

Township 25 North, Range 34 East, M.D.M.

Section 6	BLM Serial Number
Iron Horse	754382
Iron Horse 1-9	754383-754391
Iron Colt	862856
Iron Colt 1-6, 10	862857-862863
Iron Horse 10, 11	862864-862865

Township 26 North, Range 34 East, M.D.M

Section 32
Beacon Hill 1,5-7,9	862839-862843
Beacon Hill 14-21	862846-862853
Beacon Hill 12	999120
Iron Castle 8-9	862854-862855
MG-1 thru MG-4	962977-962980

From GNR:

Pershing County APN #015-110-06

Township 25, Range 33, M.D.B.&M.

Section 1, consisting of 649.95 acres, more or less

Churchill County APN #005-211-09

Township 24, Range 34, M.D.B.&M.

Section 9: West Ѕ consisting of 278.61 acres, more or less

From WRG:

178 Unpatened Lode Mining Claims in the Pershing County:

BV-1-28, 29-35 (odd), 37-84, 91-102, 104, 106, 108-156, 163-179 (odd), 180-205

NOTE 5 - INTANGIBLE ASSETS

At September 30, 2012 and December 31, 2011, intangible assets consisted of customers’ lists arising from the acquisition of LiKang Biological, amortized over five years. Net intangible assets as of September 30, 2012 and December 31, 2011 totaled $231,141 and $0, respectively. Amortization expenses for the three months ended September 30, 2012 and 2011 were $25,683 and $0, respectively, and $77,047 and $0 for the nine months ended September 30, 2012 and 2011, respectively.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

NOTE 6 – INVESTMENT

At September 30, 2012, we had an investment totaling approximately $1.3 million, inclusive of foreign currency exchange, in Wuhai Likang. This investment consisted of $544,000, through the issuance of 4,000,000 shares (pre-Reverse Stock Split) of the Company’s’ stock at $0.136 per share, as an investment in the acquisition target, Inner Mongolia Wuhai Chengtian Chemical Technology Co., Ltd., (“Wuhai Chengtian”). However, the acquisition was cancelled in 2011, Wuhai Chengtian, then changed its name to Inner Mongolia Likang Biological Co., Ltd. (“Wuhai Likang”) in 2011. Accordingly, the initial investment of $544,000 together with an additional capital investment of $729,231 by the Company to Wuhai Chengtian which the Company initially treated as due from related party, has been reclassified as an investment accounted for under the cost method as a result of the Company’s 9.18% ownership interest in Wuhai Likang. There was no impairment of this investment at September 30, 2012.

NOTE 7 - OTHER RECEIVABLES

At September 30, 2012 and December 31, 2011, the Company had other receivables of $5,250,009 (including $4,170,699 from Wuhai Likang) and $0, respectively.

Wuhai Likang is a major supplier and strategic partner to the Company. The Company has a large demand for a raw material which is produced from Wuhai Likang’s waste recycling project. Due to the need for this raw material, the Company made advances to Wuhai Likang’s to support its waste recycling project which ultimately benefits the Company. As of December 31, 2010, the Company has made advances totaling $1,567,337 to provide operating funds to Wuhai Likang. The portion of such advances to provide operating funds to Wuhai Likang was classified as due from related party as of December 31, 2010 pending approval of the acquisition. Wuhai Likang orally agreed to pay back the advances received from us by offsetting our accounts payable to Wuhai Likang for future purchase of raw materials Wuhai Likang to provide to us. Also, Wuhai Likang agreed to pay back the advances without requiring us to purchase raw materials in the coming years when its cash position permits it to pay back its liabilities. Based on our review of the account, management believes the other receivables are collectible.

As of December 31, 2011, government approval for this acquisition was not completed. Due to the existing shareholders of Wuhai Likang increased capital contribution, the Company’s ownership in Wuhai Likang decreased to approximately 9.18% and influence over Wuhai Likang has been reduced, the Company’s management has determined that Wuhai Likang is not deemed a related party. Accordingly, the due from related party of $1,567,337 as of December 31, 2010 (of which, $729,231 has been reclassified into investment in 2011-see Note 6) and the additional approximately $2.84 million advances made during 2011, have been classified as other receivables as of December 31, 2011. In the nine months ended September 30, 2012, the Company advanced an additional $442,100 to Wuhai Likang. The advance to Wuhai Likang was guaranteed by Wuhai LiKang’s 52,249 square meters in land, 22,360 square meters in building and $751,474 in equipment.

NOTE 8 - LOANS PAYABLE

Loans payable consisted of the following at September 30, 2012 and December 31, 2011:

	2012		2011
Loan from Shanghai Rural Commercial Bank, Dachang Branch due on May 14, 2013 with interest rate at 30% higher than one-year base borrowing rate issued by People’s Bank of China (currently 6.56%). The loan is guaranteed by Shanghai Shanhai Group (a strategic partner of the Company), and Mr. Bian, Chairman of the Company.		1,577,038		-
	$	1,577,038	$	-

NOTE 9 – RELATED PARTY TRANSACTIONS

Linkwell Tech’s wholly-owned subsidiary, LiKang Disinfectant, is engaged in business activities with three related parties: ZhongYou, Shanghai Jiuqing and Linkwell International Trading Co., Ltd. (“Linkwell Trading”).

The Company’s Chairman and Chief Executive Officer, Xuelian Bian, and Vice President and Director, Wei Guan, own 90% and 10% respectively, of the capital stock of ZhongYou. In March 2007, Wei Guan sold his 10% ownership to Bing Chen, the President of LiKang Disinfectant. In August 2007, Xuelian Bian sold his remaining 90% ownership in ZhongYou to his mother, Xiuyue Xing. In October 2007, Bing Chen (10%) and Xiuyue Xing (90%) sold all of their shares in ZhongYou to Shanghai Jiuqing, whose 100% owner is Shanghai Ajiao Shiye Co. Ltd. Mr. Bian is currently a 60% shareholder of Shanghai Ajiao Shiye Co. Ltd.

- 13 -

LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

For the three and nine months ended September 30, 2012, the Company recorded sales of $3,078,402 and $6,434,678, respectively, to related parties, primarily to Zhong You. At September 30, 2012, accounts receivables from sales to ZhongYou (net of allowance for doubtful accounts of $784,089) were $11,103,977.

During the three months ended September 30, 2012, the Company made $0 sales to Shanghai Jiuqing. At September 30, 2012, accounts receivable from sales to Shanghai Jiuqing were $86,619.

As of September 30, 2012, $957,821 was due from related parties  LiKang Trading Co. Ltd (Hong Kong) (“LiKang Trading HK”), Shanghai Zhongyou Delivery Co., Ltd (“ZhongYou Delivery”), Shanghai LiKang Pharmaceutical Co., Ltd (“LiKang Pharmaceutical”), and Shanghai Lingkai International Trading Co., Ltd (“Lingkai Trading”), respectively, representing short-term advances and other receivables not including the receivables from sales for working capital purpose and receivable on demand.

As of September 30, 2012, $2,504,329 was due to related parties including the Company’s management and officer, and shareholders. As of September 30, 2012, the Company owed its management $54,000, ZhongYou $1,681,499, Metamining Inc. $490,780 and other related parties $278,050.

NOTE 10 – TAXES PAYABLE

Taxes payable consisted of the following at September 30, 2012 and December 31, 2011, respectively:

	2012		2011
Income tax payable (receivable)	$	317,340	$	-
Value added tax payable		162,518		-
Other taxes payable		7,944		-
	$	487,802	$	-

NOTE 11 - NOTES PAYABLE

Pursuant to the respective purchase and sale agreements dated April 15, 2011 No. NV01, NV02 and NV03, the Sellers financed the purchase of the mineral and real property rights by carrying two notes payable $5,625,000 due April 15, 2012 and $5,625,000 due April 15, 2013 free of interest. In March 2012, we entered into an extension agreement with the Sellers pursuant to which upon the payment of $300,000, of which $150,000 was due by April 15, 2012 and the balance was due by April 30, 2012, the due date of April 15, 2012 payment of $5,625,000 was extended to June 15, 2012. The $300,000 payment was to be applied to the $5,625,000 installment balance due on April 15, 2013. Metamining paid, on behalf of Metamining Nevada, $150,000 on April 10, 2012 and another $150,000 payment on May 10, 2012 to the Sellers of the real property and mineral rights. The Sellers provided written confirmation to Metamining Nevada on May 8, 2012 stating that Metamining Nevada’s ownership of the real property and mineral rights was in good standing.

On July 26, 2012, our subsidiary Metamining Nevada executed a Second Extension Agreement (the “Second Extension Agreement”) related to the purchase and sale agreements dated April 15, 2011 No. NV01, NV02 and NV03, on which the Sellers financed the purchase of the mineral and real property rights by carrying two notes payable $5,625,000 due April 15, 2012 and $5,625,000 due April 15, 2013 free of interest. In order to obtain the Second Extension Agreement, we agreed to pay, within 7 business days from the execution of the Second Extension Agreement (July 26, 2012), the late fee of $2,000 to each seller, the $32,816 claim filing fees required for the next assessment year and the $141 due to Greater Nevada Ranches, LLC for property taxes. We have paid those amounts.

On July 26, 2012, we entered into the Second Extension Agreement that provides for extended payment of the second installment due, as follows:

1. The Company shall pay sellers bi-monthly an amount equal to the greater of: (i) 40% of net profits from the trading of iron ore off-take which Metamining Inc. will realize from its Mobile, Alabama project, or (ii) a fixed minimum payment of $400,000;

- 14 -

LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

2. When the Company has completed its private placement fund raising, the Company shall pay 15% of the proceeds from private placement for mineral rights payments to Sellers immediately after the receipt of the raised funds. This payment is fully creditable to the fixed minimum payments required under (1) above.

3. The Commencing Date is the date the bi-monthly payments will start. The Company will determine the exact Commencing Date no later than August 25, 2012. The Commencing Date for payments shall start no later than November 25, 2012. If the Mobile, Alabama project is not operational by November 25, 2012, this date may be extended again by mutual agreement under the following conditions:

a. Sellers are satisfied that significant progress is being made toward an operational status, or

b. Other financing, e.g. the private placement, becomes available to fund the minimum payments specified in paragraph 1. above

The parties further agree to extend the Second Installment of $5,625,000.00 to a period of 15 months starting on the November 25, 2012 with the remainder of the Second Installment, if any, due no later than at the end of the of the 15 month period.

4. The bi-monthly payment of the third installment of $5,325,000.00 shall start in the next month after the completion of the second installment. The Company shall have the option to extend the payment period to 15 months with the same minimum payment as specified in Paragraph(1) above. The Company shall pay off the balance of the installments in 30 months from the Commencing Date by paying the remainder of the third installment, if any, no later than the due date of the last payment in the 15 month period.

As of the filing of this report, Metamining Nevada has not generated funds to make any payments in accordance with the above terms of the Second Extension Agreement, and the notes payable remain unpaid until the parties agree to renegotiate the terms of an extension on November 25, 2012.

The table below shows short term and long term Notes Payable:

(1	)	Little Valley Group, LLC	Short term	$	4,342,107
			Long term		4,110,526
				$	8,452,633
(2	)	Greater Nevada Ranches, LLC	Short term	$	690,789
			Long term		653,948
					1,344,737
(3	)	Western Resource Group, LLC	Short term	$	592,104
			Long term		560,526
					1,152,630
			Grand Total:	$	10,950,000

NOTE 12– STOCKHOLDERS’ EQUITY

Common Stock

On January 4, 2012, the Company, pursuant to a Legal Services Agreement, dated January 1, 2012, by and between the Company and the Shanghai Hai Mai Law Firm (“Shanghai Hai Mai”), agreed to issue to Shanghai Hai Mai the aggregate amount of 6,000,000 restricted shares (pre-Reverse Stock Split) of the Company’s common stock, $0.0005 par value per share. The shares were issued as compensation for legal services to be provided by Shanghai Hai Mai during the two-year term of the Agreement. The value of 6,000,000 restricted shares is $180,000 based on the stock price at January 4, 2012. The Company recorded deferred stock compensation of $113,178 at September 30, 2012, which was net of stock compensation expense of $66,822 for the nine months ending September 30, 2012.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

On February 13, 2012, the Company’s Board of Directors adopted and approved an amendment (the “Charter Amendment”) to the Company’s Articles of Incorporation, as amended, to effect a reverse split of the Company’s common stock, par value $0.0005 per share (the “Common Stock”) of one share for every thirty outstanding shares (the “Reverse Stock Split”), so that every thirty outstanding shares of Common Stock before the Reverse Stock Split shall represent one share of Common Stock after the Reverse Stock Split. The Reverse Stock Split was retroactively reflected in the Company’s consolidated financial statements for the years presented. However, due to the reverse acquisition of Metamining Nevada, as described below, the Board of Directors determined not to proceed with the 1:30 reverse stock split.

On March 12, 2012 and March 29, 2012, the Company issued 5 million restricted shares (pre-Reverse Stock Split) each to a professional business consulting company for advising the Company on strategic growth, merger and acquisition, and investor relationship. The term of the service is two years. The value of 10,000,000 restricted shares is $250,000 based on the stock price at March 12 and March 29, 2012, respectively. The Company recorded deferred stock compensation of $183,973 at September 30, 2012, which was net of stock compensation expense of $66,027 for the nine months ending September 30, 2012.

On March 29, 2012, the Company issued 7,000,000 (pre-Reverse Stock Split) and 2,000,000 shares (pre-Reverse Stock Split) of common stock to one senior officer and one employee, respectively, under the Company’s 2005 Equity Compensation Plan, as amended, for services they provided to the Company. The stock was valued at stock issuance date at $0.03 per share, and $270,000 was recorded as stock based compensation.

In conjunction with the reverse acquisition of Metamining Nevada, the Company issued 9,000,000 shares of Series C convertible preferred stock and 3,000,000 Series C common stock purchase warrants to the shareholder of Metamining Nevada, Metamining, as part of consideration offered and 581,973 shares of Series C convertible preferred stock to China Direct Investments, Inc. for acquisition services. The shares of Series C convertible preferred stock, with a par value of $0.0005, are convertible to our common shares on a 1 to 1 basis after the completion of the planned Reverse Stock Split, and are being charged to additional paid in capital in accordance with ASC 805-40 Reverse Acquisitions. In addition, we issued  Series C common stock purchase warrants to Metamining as part of consideration offered. The Series C common stock warrants become exercisable for five years at any time, following the Reverse Stock Split of our common stock, into 3,000,000 shares of our post-split common stock at an exercise price of $5.00 per share.  The warrants contains customary anti-dilution protection in the event of stock splits, recapitalizations and similar corporate events. The warrants are accounted for as additional paid in capital.

On May 24, 2012, our Board of Directors consented to effect a reverse stock split of our issued and outstanding common stock at the ratio of 1:200 (the “Reverse Split”). On July 17, 2012, our Board of Directors further approved the Articles of Amendment to our Articles of Incorporation, as amended, to effect the Reverse Stock Split. The majority shareholders approved the reverse-stock split on October 10, 2012. The reverse stock split will be effective on November 16, 2012.

Series C convertible stock and related Series C common stock purchase warrant.

The stated value of the Series C convertible preferred stock is $0.0005 per share and each share of Series C preferred stock entitles the holder to one vote for every share of common stock into which such Series C preferred stock is convertible.  The Series C common stock purchase warrants entitle the holder, Metamining, Inc., the right to purchase 3,000,000 shares of the Company’s common stock (after giving effect to the planned 1:200 reverse stock split) at the exercise price of $5.00 per share.

The 3,000,000 Series C common stock purchase warrants are separate from the Series C convertible preferred stock. In accordance with ASC 815 Derivatives and Hedging, Series C convertible preferred stock and purchase warrants are accounted for as equity separately and are not re-measured every reporting period as re-measurement requirement applies only to securities accounted for as liability. As a result, there is no other value contained in the Series C convertible preferred stock that requires bifurcation. The Company valued the warrant under Black-Scholes model based on historical data, as follows:

Asset Price on grant date (March 30, 2012) *	$	9.00
Exercise Price	$	5.00
Years until expiration		5.00
Volatility **		157	%
Risk Free Rate		1.04	%
Dividend Yield		0	%

*           Asset price was after giving effect to the planned 1:200 reverse stock split.

**         Volatility was based on the prices of the Company’s common stock in the past five years.

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LINKWELL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

NOTE 13 - COMMITMENTS

On July 16, 2008, the Company entered a two-year lease agreement for its administrative office with expiration date on July 15, 2010, for monthly rent of $4,400 until April 2009, the monthly rent increased to $9,470 after April 2009. The Company renewed this lease after the expiration and monthly rent increased to $11,000. The lease expired on December 31, 2011 and renewed to December 31, 2012 with adjusted monthly rent of $12,400.

On November 1, 2008, the Company entered another two-year lease agreement for its branch office with expiration date on October 31, 2010, for monthly rent of $3,500. The Company renewed this lease with the same amount of rent after the expiration. The lease expired on October 31, 2011 and was renewed to October 31, 2012 with adjusted monthly rent of $4,200.

The Company had rental expense of $90,980 for the three months ended September 30, 2012. Future minimum rental payments required under these operating leases are as follows:

Year 2012 $ 41,400

The Company has a construction in progress project and is required to pay an additional $20,000 by December 31, 2012.-see NOTE 3.

NOTE 14 – SUBSEQUENT EVENTS

On October 25, 2012, we filed a information statement (DEF 14C) with the SEC to amend our Articles of Incorporation, as amended, to effect a reverse stock split of all of the outstanding shares of our common stock at a ratio of one for two hundred (1:200).

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the preceding unaudited consolidated financial statements and our Form 10-K for the year ended December 31, 2011, as amended.

OVERVIEW

As described elsewhere herein, on March 30, 2012, we acquired Metamining Nevada in exchange for 9,581,973 shares of our Series C convertible preferred stock and 3,000,000 Series C common stock purchase warrants.  As a result of the acquisition, under reverse acquisition accounting rules pursuant to ASC 805-40, Linkwell who is the legal acquirer became the accounting acquiree owning 8.9%, and Metamining Nevada became the accounting acquirer owning 91.1% of the total outstanding shares of common stock on an as converted basis after giving effect to the transaction.

Metamining Nevada is an exploration state company which was established in March 2011.  In April 2011, Metamining, its former parent company, entered into agreements with unrelated third parties to acquire rights to mining claims, together with certain real property rights, on approximately 4,500 acres in northern Nevada for an aggregate purchase price of $14,250,000. During the terms of the agreements, Metamining Nevada has the right to explore and mine the properties and the quit claim deeds for these properties are being held in escrow pending payment in full of the purchase price.  If any portion of the purchase price should not be paid when due, subject to certain extensions as described in the agreements, all amounts theretofore paid are forfeited and the agreements are terminated. During the terms of the agreements, the seller designated Mr. Howard Fisher as a member of Metamining Nevada’s Board of Directors.  Mr. Fisher’s responsibilities are to control the transfer of the properties or provide for the recovery of the properties, at the termination of the agreement, as the case may be.  He does not otherwise have any voting rights as a member of Metamining Nevada’s board.

The Company entered into the transaction with Metamining Nevada to expand its operations into the mining and trading business, which management believes represents undervalued mining assets with an opportunity for strong market diversification and revenue growth. Historically, Metamining, Metamining Nevada’s prior parent, provided significant capital in connection with the acquisition of the Metamining Nevada’s mining rights.  During the discussions leading up to the acquisition, it was generally agreed between the Company’s management and Metamining that the Company could utilize its status as a public company to raise capital through equity offerings.  Metamining is now a principal shareholder of the Company and Song Qiang Chen, the control person of Metamining, has subsequently joined the Company’s board of directors.  By virtue of the foregoing, the Company’s management expects that Metamining and its principals will continue to assist the Company in accessing capital to fund the payments on the mining rights until such time as the Company is able to undertake a sale of equity to provide the balance of these funds, together with the additional capital necessary to develop the assets. Once the Company has completed the reverse stock split, it expects to begin discussions with current shareholders in an effort to raise the first phase of the necessary capital which we expect that will be followed by a larger private placement.  However, at this time, the Company has no firm commitments for this additional capital. The Company is currently evaluating its business strategy as to whether to continue the historical Company business while diversifying its operations in the mining business in order to create shareholder value through the potential growth expected in the mining and trading business.

In June, 2012 we were unable to pay the note payable of $5.3 million due to the sellers of the Metamining Nevada real property and mining rights described under Note 11. On July 26, 2012, we entered into the Second Extension Agreement with the Sellers, which is discussed in Note 11.

We also own a 90% interest in our operating subsidiary, Linkwell Tech. Through Linkwell Tech’s wholly-owned subsidiaries, LiKang Disinfectant and LiKang Biological, we are engaged in the development, manufacture, sale and distribution of disinfectant health care products primarily to the medical industry in China.

RESULTS OF OPERATIONS

Metamining Nevada, as the accounting acquirer in the transaction entered on March 30, 2012, had no operations during the three and nine months ended September 30, 2012.

The results of operations discussed below represent operations in our Linkwell Tech's disinfectant business for the three and nine months ended September 30, 2012, compared with the same periods in 2011. See Statement of Results of Operations from Linkwell Tech's Disinfectant Business in Note 1.

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REVENUES

We generate revenues through the sales of products by our Linkwell Tech subsidiary. Our Metamining Nevada subsidiary does not presently generate any revenues and we do not expect that it will begin generating revenues during 2012.  Net revenues for the three months ended September 30, 2012 increased approximately 26% from the comparable period in 2011, and our net revenues for the nine months ended September 30, 2012 increased approximately 17% from the nine months ended September 30, 2011. This increase in net revenues in both of the 2012 periods was due to our efforts in developing a new customer base, which includes hospitals, community medical centers and medical organizations, as well as the increased demand from our existing customers. Our sales to unrelated parties are in Shanghai, Jiangsu, Zhejiang and Anhui provinces. The sales in other provinces in China are through our largest related party customer, Shanghai Zhong You. Zhong You is a large medical supply and distribution company. While we were able to increase our sales by utilizing Zhong You’s marketing and sales resources we remain materially dependent on sales to these related parties. Approximately 57% and approximately 63% of our total net revenues for the three and nine months ended September 30, 2012, respectively, were attributable to sales to related parties as compared to net revenues of approximately 53% and approximately 52% in the comparable periods in 2011.

COST OF REVENUES

Cost of revenues includes raw materials and manufacturing costs, which include labor, rent and an allocated portion of overhead expenses, such as utilities, which are directly related to product production. For the three months ended September 30, 2012, cost of revenues was approximately 51% of net revenues as compared to approximately 54% of net revenues for the same period in 2011. For the nine months ended September 30, 2012, cost of revenues was approximately 53% of net revenues, as compared to approximately 54% for the same period in 2011. The decrease in cost of revenues as a percentage of revenues was mainly due to higher sale pricing more than offset the increase in the price of raw materials, worker's salary and other manufacturing overhead.

OPERATING EXPENSES

Total operating expenses consisted of selling expenses and general and administrative expenses. Selling expense was approximately 8% of net revenues for the three months ended September 30, 2012 from approximately 7.6% for the comparable period in 2011 and approximately 8% for the nine months ended September 30, 2012 from approximately 7% for the comparable period in 2011. The increase in selling expenses as a percentage of revenues was due to increase in salaries paid to selling personnel. For the three months ended September 30, 2012, general and administrative expenses increased by approximately 8% from the same period in 2011 and approximately 5% for the nine months ended September 30, 2012 from the nine months ended September 30, 2011.  The increases in both periods were due to increased employees salary in our China subsidiaries, stock based compensation expense to our senior executives , and stock based compensation expense to business advisors and lawyers for consulting and legal services.

NET INCOME 

Our net income for the three months ended September 30, 2012 was $1.2 million compared to $0.9 million for the same period in 2011, for an increase of 33%. This increase in net income was primarily due to an increase in sales revenues.

Our net income for the nine months ended September 30, 2012 was $2.0 million as compared to $1.5 million for the same period in 2011, for an increase of 32%. This increase in net income was primarily due to an increase in sales revenues.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of September 30, 2012, we had cash on hand of $1.0 million, and our working capital was $11.3 million, compared with cash on hand of $0 and working capital deficit of $5.6 million at December 31, 2011. As described elsewhere herein, as a result of the accounting treatment of the transaction with Metamining Nevada, the historical financial information for our Linkwell Tech subsidiary does not appear on our balance sheet at December 31, 2011. However, other than the real property and mineral rights totaling $14,250,000 and associated liabilities totaling $10,950,000, all of the assets and liabilities appearing on our balance sheet at September 30, 2012 are those of our Linkwell Tech subsidiary. Our Linkwell Tech subsidiary does not have any commitments for capital expenditures and it has sufficient working capital to fund its operations for at least the next 12 months.

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With the diversification and expansion of our business through the transaction with Metamining Nevada, however, we will need to raise significant additional capital in the near future. As described elsewhere herein, Metamining Nevada owes $11.0 million for the purchase of the mineral and real property rights, of which $5.6 million is due in various dates in 2013 to be determined by the sellers and us on November 25, 2012, and the balance of $5.3 million is due one year after the $5.6 million is fully paid-see Note 11. As of the filing of this report, Metaming Nevada had not generated funds to make any payments in accordance with the terms of the Second Extension Agreement, and the notes payable remain unpaid until the parties agree to renegotiate the terms of payments under an extension on November 25, 2012. While we believe that we will be able to obtain renegotiated terms which permit Metamining Nevada additional time to pay these amounts, there are no assurances our expectations are correct. As the deeds for these property and mining rights are held in escrow pending the payment in full of the notes, in the event Metamining Nevada should be unable to either secure the funds necessary to make these payments or otherwise negotiate an extension of the due dates, we will lose all rights to explore these properties and forfeit any funds paid to date. Even if we are successful in raising the funds necessary to pay the purchase price for the assets, we will need to raise an additional $15 million and $20 million of capital to explore these properties and, if the exploration results are favorable, to develop the properties. We do not, however, have any firm commitments for these funds and there are no assurances they will become available to us. If we are not able to raise these funds, either though the sale of equity or debt, or a combination thereof, we will be unable to diversify our company through the exploration of the Metamining Nevada assets.

Cash Flows Analysis

CASH FLOW FROM OPERATING ACTIVITIES:

Net cash used in operating activities was $0.2 million for the nine months ended September 30, 2012, as compared to $0.1 for the same period of 2011. The increase in cash outflow from operating activities for the nine months ended September 30, 2012 was primarily due to $1.9 million increase in accounts receivable – related party due to increased sales to related parties and an increase of $0.7 million in accounts receivable as a result of increase in sales to third parties, partially offset by an increase of $0.6 million in accounts payable, tax payable and other payable, as well as net income of $1.8 million for the nine months ended September 30, 2012.

CASH FLOW FROM INVESTING ACTIVITIES:

Net cash provided by investing activities amounted to $0.4 million for the nine months ended September 30, 2012 as a result of $0.7 million cash acquired from the reverse acquisition, partially offset by $0.1 million cash paid for construction in progress and $0.2 million cash paid to purchase fixed assets, as compared with cash used in investing activities of $3.0 million for acquisition of real property and mineral rights in the same period of 2011.

CASH FLOW FROM FINANCING ACTIVITIES:

Net cash provided by financing activities was $0.8 million for the nine months ended September 30, 2012, due to an increase of $1.1 million advances from related parties for working capital purposes, partially offset by an payment of $0.3 million in notes payable related to the purchase of real property and mineral rights. In the nine months ended September 30, 2011, net cash provided by investing activities amounted to $3.1 million, primarily due to cash investments from our shareholders, Metamining Inc.

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements in conformity with U.S. GAAP 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 experiences 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; asset impairment and option value.

While our significant accounting policies are more fully described in Note 1 to our consolidated financial statements, we believe the following accounting policies are the most critical to help develop a full understanding and evaluation of our management’s discussion and analysis.

ACCOUNTS RECEIVABLE

As is customary in the PRC, we extend relatively long payment terms to our customers as compared with those customary in the United States, with sales to both third parties and related parties generally requiring payment within four to six months.  For the year ended December 31, 2011 and for the nine months ended September 30, 2012, the average time of payment on accounts receivable from related parties was about nine months. Based upon our long-standing relationship with these related parties and their respective principals, we believe that related party receivables are collectible.  To the best of our knowledge, there is no company-related issue with respect to any related party that might be delaying payment, nor are there any negative issues impacting our relationship with any related party.

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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 receivable, 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 past experiences, and we 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, among other factors: (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.

REVENUE RECOGNITION

Our revenue recognition policies are in compliance with FASB ASC Topic 605 . We record 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 collectability is reasonably assured. The following policies reflect specific criteria for our various revenue streams.

Our revenue from the sale of products to related parties are recorded when the goods are shipped to the customers from our related parties. Upon shipment, title passes, and collectability is reasonably assured. We receive purchase orders from our related parties on an as needed basis from the related party customers. Generally, the related party does not hold our 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 in our balance sheet.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined by using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, during the nine months ended

September 30, 2012 and 2011, there were no significant impairment of its long-lived assets.

FOREIGN CURRENCY TRANSLATION

Our functional currency is the RMB. For financial reporting purposes, RMB is translated into United States dollars as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenue and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of shareholders' equity as “Accumulated other comprehensive income.” Gains and losses resulting from foreign currency transactions are included in income. There has been no significant fluctuation in exchange rate for the conversion of RMB to United States dollars after the balance sheet date.

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties.  We have not entered into any derivative contracts that are indexed to our stocks and classified as shareholder’s equity or that are not reflected in our consolidated financial statements.  Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.  We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting company. 

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ITEM 4.                      CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer, conducted an evaluation of the design and operation of our disclosure controls and procedures, as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of as September 30, 2012.  Our disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed,  summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer who also serves as our principal financial officer and principal accounting officer, to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of September 30, 2012, our Chief Executive officer concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that (i) information required to be disclosed by our Company in reports that we file or submit under the Exchange Act is accumulated and communicated to our Company’s management, including the Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure by our Company; and (ii) information required to be disclosed by our Company in reports that we file or submit under the Exchange Act is record, processed, summarized and reported within the time period specific in the SEC’s rules and forms as a result of continuing material weaknesses in our internal control over financial reporting as described in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) that occurred during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.                      LEGAL PROCEEDINGS.

None.

ITEM 1A.                   RISK FACTORS. 

     Risk factors describing the major risks to our business can be found under Item 1A, "Risk Factors," in our fiscal 2011 Annual Report on Form 10-K, as supplemented and modified in our Form 10-Q filing for the quarter ended June 30, 2012.

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

     None.

ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.                      MINE SAFETY DISCLOSURE.

None.

ITEM 5.                      OTHER INFORMATION.

From time to time we have lent Inner Mongolia Likang Biological Co., Ltd. (“Wuhai Likang”), a major supplier and strategic partner to the Company, amounts to support its waste recycling project which ultimately benefits the Company. In the nine months ended September 30, 2012, the Company advanced additional $442,100 to Wuhai Likang. The advance to Wuhai Likang was guaranteed by Wuhai LiKang’s 52,249 square meters land, 22,360 square meters building and $751,474 equipment.

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ITEM 6.                      EXHIBITS.

The following documents are filed as a part of this report or are incorporated by reference to previous filings:

Exhibit No.			Description
	3.1		Articles of Incorporation (1)
	3.2		Articles of Amendment to the Articles of Incorporation (2)
	3.3		Articles of Amendment to the Articles of Incorporation (3)
	3.4		Articles of Amendment to the Articles of Incorporation (4)
	3.5		Articles of Amendment to the Articles of Incorporation (5)
	3.6		Articles of Amendment to the Articles of Incorporation (6)
	3.7		Articles of Amendment to the Articles of Incorporation (7)
	3.8		Articles of Amendment to the Articles of Incorporation (8)
	3.9		Bylaws (1)
	10.1		Linkwell Corporation 2005 Equity Compensation Plan (9)
	10.2		Linkwell Corporation 2005 Equity Compensation Plan, as amended (10)
	10.3		Stock Purchase Agreement, dated April 6, 2007, by and among the Company, Linkwell Tech, Xuelian Bian and LiKang Pharmaceutical (11)
	10.3	(a)	Amendment to Stock Purchase Agreement, dated March 25, 2008 by and among the Company, Linkwell Tech, Xuelian Bian and LiKang Pharmaceutical (12)
	10.4		Stock Purchase Agreement, dated April 6, 2007, by and among the Company, Linkwell Tech, Xuelian Bian and LiKang Pharmaceutical (11)
	10.4	(a)	Amendment to Stock Purchase Agreement, dated March 25, 2008, by and among the Company, Linkwell Tech and Shanghai Shanhai (12)
	10.5		Stock Purchase Agreement dated May 29, 2008, by and between Shanghai Likang Disinfectant Hi-Tech Co., Ltd, and Hong Kong Linkwell International Trading Company (13)
	10.6		Amended and Restated Stock Purchase Agreement, dated March 5, 2009, by and among the Linkwell Corp., Linkwell Tech Group, Inc., Shanghai Likang Biological High-Tech Co., Ltd., Shanghai Likang Disinfectant Hi-Tech Co., Ltd., Xuelian Bian and Shanghai Likang Pharmaceutical Technology Co., Ltd. (14)
	10.7		Stock Purchase Agreement, dated December 21, 2009, by and among Linkwell Corp., Linkwell Tech Group Inc., Shanghai Likang Disinfectant Hi-Tech Co., Ltd., Inner Mongolia Wuhai Chengtian Chemical Co., Ltd. and Honglin Li. (15)
	10.8		Amendment No. 1 to the Stock Purchase Agreement, dated February 26, 2010, by and among Linkwell Corp., Linkwell Tech Group Inc., Shanghai Likang Disinfectant Hi-Tech Co., Ltd., Inner Mongolia Wuhai Chengtian Chemical Co., Ltd. and Honglin Li. (16)
	10.9		Second Extension Agreement dated July 16, 2012 (19)
	14.1		Code of Business Conduct and Ethics (17)
	21.1		Subsidiaries of the Registrant (18)
	31.1		Certification of President and Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
	31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002*
	32.1		Certification of President and Chief Executive Officer (Principal Executive Officer) and Principal Financial Officer Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS			XBRL Instance Document**
101.SCH			XBRL Taxonomy Extension Schema Document**
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB			XBRL Taxonomy Extension Labels Linkbase Document**
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document**

*	filed herewith.
**	XBRL (Extensive Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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(1	)	Incorporated by reference to the Definitive Proxy Statement as filed on October 24, 2000.
(2	)	Incorporated by reference to the Report on Form 8-K as filed on November 15, 2000.
(3	)	Incorporated by reference to the Definitive Information Statement as filed on June 23, 2003.
(4	)	Incorporated by reference to the Quarter Report on Form 10-QSB as filed on August 15, 2003.
(5	)	Incorporated by reference to the Definitive Information Statement as filed on March 3, 2005.
(6	)	Incorporated by reference to the Report on Form 8-K as filed on May 13, 2005.
(7	)	Incorporated by reference to the Report on Form 8-K as filed on August 16, 2005.
(8	)	Incorporated by reference to the Report on Form 8-K as filed on January 3, 2006.
(9	)	Incorporated by reference to the Report on Form 8-K as filed on August 4, 2005.
(10	)	Incorporated by reference to the Definitive Proxy Statement as on March 9, 2012.
(11	)	Incorporated by reference to the Report on Form 8-K as filed on April 13, 2007.
(12	)	Incorporated by reference to the Report on Form 8-K/A as filed on March 28, 2008
(13	)	Incorporated by reference to the by reference to the quarterly report on Form 10-QSB for the quarter ended August 26, 2008.
(14	)	Incorporated by reference to the Report on Form 8-K as filed on March 10, 2009.
(15	)	Incorporated by reference to the Report on Form 8-K as filed on December 28, 2009.
(16	)	Incorporated by reference to the Report on Form 8-K/A as filed on March 4, 2010.
(17	)	Incorporated by reference to the registration statement on Form SB-2, SEC File No. 333-131666, as amended, as initially filed on February 8, 2006.
(18	)	Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2011, as amended.
(19	)	Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended June 30, 2012.

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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 thereunto duly authorized.

	Linkwell Corporation
Date: November 15 , 2012	By:	/s/ Xuelian Bian
		Xuelian Bian,
		Chief Executive Officer, President Principal executive officer Principal financial and accounting officer

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