UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 Form 10-KSB/A#2

(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                   For the fiscal year ended December 31, 2005

[ ] 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
                           ---------------------------
                 (Name of small business issuer in its charter)



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


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

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


           Securities registered under Section 12(b) of the Exchange Act:

 Title of each class                   Name of each exchange on which registered

       None                                            not applicable
 --------------------
 (Title of each class)


 Securities registered under Section 12(g) of the Exchange Act:


                    Common stock, par value $0.0005 per share
                  -------------------------------------------
                                (Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]




<PAGE>



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

         State issuer's revenues for its most recent fiscal year. $5,465,933 for
the fiscal year ended December 31, 2005.

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. The aggregate market
value of the common equity held by non-affiliates computed at the closing price
of the registrant's common stock on April 10, 2006 is approximately $2,009,187

         On March 15, 2006, 45,304,139 shares of common stock are issued and
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB/A-2 (e.g., Part I, Part
II, etc.) into which the document is incorporated: (1) any annual report to
security holders; (2) any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990). Not Applicable.

         Transitional Small Business Disclosure Form (check one):  Yes    No  X
                                                                       --    ---

EXPLANATORY PARAGRAPH


         We are amending our Form 10-KSB/A for the year ended December 31, 2005
as filed with the SEC on May 11, 2006 to restate our Consolidated Balance Sheet
at December 31, 2005, our Consolidated Statement of Operations for the year
ended December 31, 2005, our Consolidated Statement of Cash Flows for the year
ended December 31, 2005 and our Consolidated Statements of Stockholders' Equity
for the year ended December 31, 2005. These restatements include the following:

         o We have restated our Consolidated Balance Sheet at December 31, 2005,
our Consolidated Statement of Operations for the year ended December 31, 2005
and our Consolidated Statement of Stockholders' Equity for the year ended
December 31, 2005 to properly accrue undeclared and unpaid cumulative dividends
on our Series A Convertible Preferred Stock ("Series A") and our Series B 6%
Cumulative Preferred Stock ("Series B") and to include those dividends in our
calculation of loss or income available to our common stockholders. We have also
revised Note 7 of our Notes to Consolidated Financial Statements to disclose the
per share an aggregate amount of these dividends,

         o We have restated our Consolidated Statement of Cash Flows for the
year ended December 31, 2005 to properly reconcile net income to cash flows from
operating activities and to properly reflect cash flows from changes in loans
payable in financing activities,

<page>

         o We have revised Note 6 of our Notes to Consolidated Financial
Statements to correct the amount of a related party receivable,

         o We have restated our Consolidated Statement of Operations for the
year ended December 31, 2005 to reclassify the $9,375 annual fixed return we pay
Shanghai Shanhai Group, the minority shareholder of Likang, from rent expense to
interest expense, and we have revised Note 9 of the Notes to Consolidated
Financial Statements to reflect this reclassification, and

         o We have revised Note 1 - Income (loss) per Common Share of the Notes
to Consolidated Financial Statements to revise the disclosure regarding the
calculation method we use when computing earnings per share.

         Please see Note 1 Restatement contained in the Notes to Consolidated
Financial Statements appearing later in this Form 10-KSB/A-2 which further
describes the effect of these restatements.

         Finally, we are updating disclosure under Item 8A. Controls and
Procedures regarding the effectiveness of our internal controls.

         The Items of this Form 10-KSB/A#2 for the year ended December 31, 2005
which are amended and restated as a result of the restatement of our financial
statements are as follows:


         *        Part II, Item 6. Management's Discussion and Analysis or
                  Plan of Operations,

         *        Part II. Item 7. Financial Information, including:

                  *        Consolidated Balance Sheet at December 31, 2005,

                  *        Consolidated Statement of Stockholders' Equity for
                           the year ended December 31, 2005,

                  *        Consolidated Statement of Cash Flows for the year
                           ended December 31, 2005, and

                  *        Notes to Consolidated Financial Statements as of
                           December 31, 2005,

         *        Part II, Item 8A. Controls and Procedures.

         *        Part III, Item 12. Certain Relationships and Related
                  Transactions.

         In addition, Part III, Item 13. Exhibits of this Form 10-KSB/A#2
includes currently dated certificates from our Chief Executive Officer and
Principal Accounting and Financial Officer in Exhibits 31.1, 31.2 and 32.1.

         The remaining Items contained in this Form 10-KSB/A#2 consist of all
other Items originally contained in our Form 10-KSB/A for the year December 31,
2005 as filed on May 11, 2006. This Form 10-KSB/A#2 does not reflect events
occurring after the filing of the original Form 10-KSB as filed with the SEC on
April 14, 2006, except as specifically set forth in the Form 10-KSB/A as filed
on May 11, 2006, and supersedes in its entirety the previously filed Form 10-KSB
and Form 10-KSB/A for the year ended December 31, 2005.

                                      -3-

<page>


           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

         Certain statements in this annual 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. 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 annual. Readers are
cautioned not to place undue reliance on these forward-looking statements and
readers should carefully review this annual report in its entirety, including
the risks described in Item 1. Description of Business - 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 annual report, and you should not rely on these statements without also
considering the risks and uncertainties associated with these statements and our
business.


When used in this annual report, the terms "Linkwell" "we," and "us" refers to
Linkwell Corporation, a Florida corporation, our wholly-owned subsidiary
Linkwell Tech Group, Inc., a Florida corporation ("Linkwell Tech") and Linkwell
Tech's 90% owned subsidiary Shanghai Likang Disinfectant High-Tech Company,
Limited ("Likang"). The information which appears on our web site at
www.linkwell.us is not part of this annual report.

         All per share information contained in this annual report gives effect
to a one for 10 (1:10) reverse stock split effective March 24, 2005.


                                      -4-
<page>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         We operate under a holding company structure and currently have one
operating subsidiary, Linkwell Tech. Linkwell Tech owns 90% of Likang and we
regard Likang's business of hospital disinfectant products as our primary
business.

         Through our subsidiary we are involved in the development, manufacture,
sale and distribution of disinfectant health care products primarily to the
medical industry in China. Likang was founded by the Second Military Medical
University of the Chinese Army in 1988 and we believe that these ties provide us
with certain marketing advantages. Recently we have made efforts to penetrate
the civil disinfection, industrial disinfection, livestock and agricultural
disinfection markets of China. Currently we offer a variety of disinfectant
products for the following applications:

|X|      Skin and mucous membrane disinfection
|X|      Hand disinfectants (external)
|X|      Environment and surface disinfectants
|X|      Medical devices and equipment disinfectants
|X|      Machine disinfectants

         We have been granted 26 hygiene licenses by the Ministry of Public
Health of the central government of China. We have filed two additional product
applications, and are presently developing three additional products. We also
sell products which have been developed and manufactured by third parties. These
parties manufacture disinfectant products which generate approximately 5% of our
revenue. Products we manufacture account for approximately 95% of our total
revenues for the fiscal year ended December 31, 2005.

         We have a national marketing and sales presence throughout all 22
provinces as well as four autonomous regions and four municipalities of China.
We currently employ 19 full-time sales and marketing people based in Shanghai.
Shanghai Likang Pharmaceuticals Technology Company, an affiliate, also sells our
products using 72 independent sales representatives in other provinces in China.

Industry Background

         Likang is a member of the disinfectant industry in China. According to
a survey conducted by China Federation of Industrial Economics (CFIC), the
disinfectant market in China is approximately $6.25 billion (USD) in 2004(1).
The disinfectant industry in China is an emerging market. Currently we market
our products to the medical industry in China and we have recently made efforts
to diversify and expand our reach to the retail market.

         Recent Health Concerns in China

         China has witnessed a variety of public health crises in recent history
which demonstrated the need for increased health standards in China. In
response, the Chinese government has taken initiatives to improve public health
and living standards, including the establishment by The Ministry of Public
Health in China for the disinfectant industry in China.

         The heightened public concerns as well as these new public standards
have led to a surge in interest for disinfectant products in China with
consumers maintaining stockpiles of disinfectant products. This activity
represented a surge in sales for the industry. We believe that the stockpiles
will eventually deplete which may lead to an additional surge in demand. There
is no assurance as to the timing of this surge; however increased public
awareness and heightened national standards, a growing population, and a higher
standard of living, are just a few factors which we believe support the growth
of demand for disinfectant products.

---------------------------------------
(1)   http://cfie.org.cn/main000jsp


                                      -5-
<page>


         The table illustrates recent health care crises in China.
<table>


                    <c>                     <c>                    <c>
----------------------- ----------------------- --------------------- -----------------------------------------
    Outbreak time              Location               Disease                        Situation
----------------------- ----------------------- --------------------- -----------------------------------------
January, 1988           Shanghai                Hepatitis A           310,000 reported cases of Hepatitis A,
                                                                       47 deaths
----------------------- ----------------------- --------------------- -----------------------------------------
April - May, 1998       Shengzhen               Sub- Tuberculosis     Shenzhen Woman and Children Hospital
                                                bacillus disease      reports an airborne infection. 168
                                                M. chelonae           patients infected, 46 severe cases
----------------------- ----------------------- --------------------- -----------------------------------------
November 2002           Throughout China        SARS                  8,000 reported cases, 800 deaths
----------------------- ----------------------- --------------------- -----------------------------------------
June 24 - August 20     Sichuan Province        Swine Streptococcus   204 reported cases of humans infected
2005                                            suis                  with the Swine streptococci in Sichuan,
                                                                       38 deaths
----------------------- ----------------------- --------------------- -----------------------------------------
April 2005              Throughout China        Pulmonary             Pulmonary tuberculosis, Hepatitis B
                                                tuberculosis,         remain top 2 priorities on the
                                                Hepatitis B           infectious disease list in China
----------------------- ----------------------- --------------------- -----------------------------------------
June, 2005              Tibet                   Bubonic plague        5 infected cases reported,  2 deaths
----------------------- ----------------------- --------------------- -----------------------------------------
July-September 2005     Hunan, Fujian,          Cholera               638 cases reported, 2 deaths
                        Zhejiang provinces
----------------------- ----------------------- --------------------- -----------------------------------------
August, 2005            Guizhou, Ningxia,       Anthrax               140 cases reported, 1 death
                        Liaoning, Jilin
----------------------- ----------------------- --------------------- -----------------------------------------
October, 2005           Inner Mongolia, Hunan   Avian Flu             3 confirmed cases reported, 2 deaths
                        , Anhui , Liaoning ,
                        and Hubei provinces
----------------------- ----------------------- --------------------- -----------------------------------------
</table>

         SARS - Severe Acute Respiratory Syndrome

         In recent years the Severe Acute Respiratory Syndrome (SARS) has
threatened the public community. SARS, which is a viral respiratory illness
caused by a corona virus, called SARS-associated corona virus (SARS-CoV), was
first reported in Asia in November 2002. Over the next few months, the illness
spread to more than two dozen countries in North America, South America, Europe,
and Asia before the SARS global outbreak of 2003 was contained. In April 2004,
the Chinese Ministry of Health reported several new cases of possible SARS in
Beijing and the Anhui Province, which is located in east-central China.

         According to the Center for Disease Control of the central government
of China, the common manner in which SARS seems to spread is by close
person-to-person contact. The virus that causes SARS is thought to be
transmitted most readily by respiratory droplets ("droplet spread") when an
infected person coughs or sneezes. Droplet spread occurs as germs from the cough
or sneeze of an infected person are propelled a short distance (generally up to
three feet) through the air and deposited on the mucous membranes of the mouth,
nose, or eyes of nearby persons. The virus also can spread when a person touches
a surface or object contaminated with infectious droplets and then touches his
or her mouth, nose, or eye(s). Ultimately there is much the global community
does not know about SARS, and it is possible that the SARS virus might spread
more broadly through the air (airborne spread) or by other ways that are not yet
known.


                                      -6-
<page>


         Avian Influenza

         In 2005, the threat of a global pandemic as a result of the avian flu
has captured the attention of the global community. The avian flu is a type of
the A strain virus that infects birds. Typically, it is not common for humans to
be infected with the virus via contact with birds, however a few bird-to-human
outbreaks have been reported and most have been in Asia. Humans were infected
when they came into contact with sick birds or contaminated surfaces. In most
cases, infected persons reported flu-like symptoms, but some had more serious
complications, including pneumonia and acute respiratory distress. The avian flu
has led to increased concerns for improved health conditions.

         China Health Standards

         In July 2002, the Chinese Ministry of Public Health issued the 27th
order of Ministry of Health of the People's Republic of China establishing
national standards for the disinfection industry. The first criterion of the new
order stipulated that disinfectant manufacturers in China must obtain a license
to manufacture hygiene disinfectants. Secondly, prior to release, all
disinfectant instruments must obtain the official hygiene permit document of
both the local provincial hygiene administrative department and the Ministry of
Public Health.

         The process to obtain a manufacturing license, involves three stages:

         o Manufacturers file application materials to local public health
           administrative department;

         o Local administrative department perform an inspection of the
           manufacturing facilities according to "qualified disinfection product
           manufacturing enterprise requirements"; and

         o Upon satisfaction of "qualified disinfection product manufacturing
           enterprise requirements", the manufacturer will be issued a license

         The process to obtain the official hygiene permit for individual
disinfectant or instrument, the company must follow the steps listed as below:

        1.     File the application;
        2.     Explain disinfectant ingredient or instrument layout and
               function;

        3.     Hygiene administrative department will examine the sample, and
               perform independent tests to verify industry standards and
               benefits; and

        4.     If all the standards are met, the permit will be issued.

         The table below details the 26 licenses issued to Likang by the
Ministry of Public Health of the central government of China.

<table>

        <c>                                                                              <c>
----------- ------------------------------------------------------------------------------- ----------------
#           PRODUCTS                                                                        DATE
----------- ------------------------------------------------------------------------------- ----------------
1           An'erdian Skin Disinfectant                                                     2003.2.13
----------- ------------------------------------------------------------------------------- ----------------
2           An'erdian type 2nd skin disinfectant                                            2002.11.22
----------- ------------------------------------------------------------------------------- ----------------
3           An'erdian type 3rd skin and mucous membrane disinfectant                        2005.1.19
----------- ------------------------------------------------------------------------------- ----------------
4           Dian'erkang Aerosol Disinfectant                                                2004.3.22
----------- ------------------------------------------------------------------------------- ----------------
5           Dian'erkang 2% glutaraldehyde disinfectant                                      2002.11.22
----------- ------------------------------------------------------------------------------- ----------------
6           Aiershi disinfectant tablets                                                    2004.2.9
----------- ------------------------------------------------------------------------------- ----------------
7           Aiershi disinfectant                                                            2004.2.9
----------- ------------------------------------------------------------------------------- ----------------
8           Dian'erkang PVP-I disinfectant                                                  2005.3.30
----------- ------------------------------------------------------------------------------- ----------------

                                      -7-
<page>


9           Dian'erkang Iodophor disinfectant                                               2004.2.19
----------- ------------------------------------------------------------------------------- ----------------
10          Jifro disinfectant gel                                                          2005.1.19
----------- ------------------------------------------------------------------------------- ----------------
11          Dian'erkang alcohol disinfectant                                                2003.12.23
----------- ------------------------------------------------------------------------------- ----------------
12          Jifro disinfectant                                                              2003.2.13
----------- ------------------------------------------------------------------------------- ----------------
13          JifroTaixin disinfectant                                                        2003.2.13
----------- ------------------------------------------------------------------------------- ----------------
14          Dian'erkang compound iodine disinfectant                                        2004.4.28
----------- ------------------------------------------------------------------------------- ----------------
15          Lvshaxing disinfectant granule                                                  2004.2.19
----------- ------------------------------------------------------------------------------- ----------------
16          Lvshaxing disinfectant tablets                                                  2004.3.29
----------- ------------------------------------------------------------------------------- ----------------
17          Likang test paper of chlorine                                                   2004.1.16
----------- ------------------------------------------------------------------------------- ----------------
18          Lvshaxing LKQG-1000 air disinfection machine                                    2004.3.10
----------- ------------------------------------------------------------------------------- ----------------
19          Jifro 4% Chlorhexidine gluconate surgical hand scrub                            2004.9.7
----------- ------------------------------------------------------------------------------- ----------------
20          JifroSongning disinfectant                                                      2004.9.7
----------- ------------------------------------------------------------------------------- ----------------
21          Lineng glutaraldehyde disinfectant                                              2005.2.17
----------- ------------------------------------------------------------------------------- ----------------
22          Likang 121 steam pressure sterilization chemical indicator                      2005.3.30
----------- ------------------------------------------------------------------------------- ----------------
23          Likang 132 steam pressure sterilization chemical indicator                      2005.3.30
----------- ------------------------------------------------------------------------------- ----------------
24          Likang steam pressure sterilization chemical indicator                          2005.4.1
----------- ------------------------------------------------------------------------------- ----------------
25          Likang 84 disinfectant                                                          2005.6.27
----------- ------------------------------------------------------------------------------- ----------------
26          Likang Glutaraldehyde Monitors (Strip)                                          2005.12.14
----------- ------------------------------------------------------------------------------- ----------------

</table>

Product Lines

         We offer a diverse range of product offerings. We manufacture 38
disinfectant products and our product offerings come in three primary forms:

        o        Liquids-gel
        o        Tablets-powder
        o        Aerosol

         Our disinfectant products range from air disinfection machines to hot
press bags, disinfection swabs, and disinfection indicators. We believe that
this wide product line has served as an advantage for our company in our efforts
to create a national audience for our products and services.

         Approximately 95% of our sales are derived from products we have
internally developed and produced and the remaining 5% of sales are produced by
outside companies. The tables below offer a summary of our current product
offerings:

         Skin and Mucous Membrane Disinfectants

         Skin and mucous membrane disinfectants target both exterior and
internal applications. Prior to operations, incisions, or injections; the
products can clean the skin surface. Mucous membrane disinfectants target
internal germs located in the mouth, eye, perineum and other internal sources.
This product group accounted for approximately 50% of our 2004 sales and
approximately 57% of our 2005 sales.

                                      -8-
<page>


<table>

                                          <c>                   <c>                      <c>
--------------------------------------------- --------------------- ----------------------- -------------------------
PRODUCT NAMES                                 INGREDIENTS           APPLICATION             INDUSTRY STANDARD
--------------------------------------------- --------------------- ----------------------- -------------------------
An'erdian Skin Disinfectant                   iodine, alcohol       Skin Disinfectant       Q/SUVE 20-2003
--------------------------------------------- --------------------- ----------------------- -------------------------
An'erdian type 3rd skin and mucous membrane   iodine,               skin &mucous           Q/SUVE 22-2003
disinfectant                                  chlorhexidine         membrane disinfectant
--------------------------------------------- --------------------- ----------------------- -------------------------
Dian'erkang PVP-I disinfectant                Povidone-iodine       skin &mucous           Q/SUVE 28-2004
                                                                    membrane disinfectant
--------------------------------------------- --------------------- ----------------------- -------------------------
Dian'erkang alcohol disinfectant              alcohol               Skin disinfectant       Q/SUVE 08-2004
--------------------------------------------- --------------------- ----------------------- -------------------------
</table>

         Hand Disinfectants

         Theses disinfectants target the skin surface. Products are applied to
the skin prior to medial procedures. This product group accounted for
approximately 6% of our 2004 sales and approximately 10% of our 2005 sales.

<table>

                                          <c>                   <c>                      <c>
-------------------------------------------- ------------------ --------------------------- -------------------------
PRODUCT NAMES                                INGREDIENTS        APPLICATION                 INDUSTRY STANDARD
-------------------------------------------- ------------------ --------------------------- -------------------------
Jifro antimicrobial hand washing             Chlorhexidine      Hand washing                Q/SUVE 04-2003
-------------------------------------------- ------------------ --------------------------- -------------------------
Jifro disinfectant gel                       DP300 (Triclosan)  Hand disinfectant           Q/SUVE 02-2003
-------------------------------------------- ------------------ --------------------------- -------------------------
Jifro 4% Chlorhexidine gluconate surgical    Chlorhexidine      surgical hand disinfectant  Q/SUVE 09-2004
hand scrub                                   gluconate
-------------------------------------------- ------------------ --------------------------- -------------------------
</table>

         Environment and Surface Disinfectants

         These disinfectants target a variety of surfaces, such as floors,
walls, tables, and medical devices. Additionally the products can be applied to
cloth materials including furniture and bedding. This product group accounted
for approximately 17.5% of our 2004 sales and approximately 15% of our 2005
sales.

<table>

                          <c>                              <c>                      <c>
---------------------------- --------------------------------- ---------------------------- -------------------------
PRODUCT NAMES                INGREDIENTS                       APPLICATION                  INDUSTRY STANDARD
---------------------------- --------------------------------- ---------------------------- -------------------------
Aiershi disinfectant         Trichloroisocyanuric acid         Circumstance and surface     Q/SUVE 34-2004
tablets                                                        disinfection
---------------------------- --------------------------------- ---------------------------- -------------------------
Lvshaxing disinfectant       Dichloro dimethylhydantoin        Circumstance and surface     Q/SUVE 33-2003
tablets                                                        disinfection
---------------------------- --------------------------------- ---------------------------- -------------------------
Dian'erkang Aerosol          Benzethonium Chloride             Circumstance and surface     Q/SUVE 07-2004
Disinfectant                                                   disinfection, preventing
                                                               the spread of
                                                               airborne viruses
                                                               such as human
                                                               influenza virus,
                                                               SARS and the Bird
                                                               flu virus.
---------------------------- --------------------------------- ---------------------------- -------------------------
Lvshaxing disinfectant       Dichloro dimethylhydantoin        Circumstance and surface     Q/SUVE 32-2003
granule                                                        disinfection
---------------------------- --------------------------------- ---------------------------- -------------------------

</table>

                                      -9-

<page>

         Medical Devices and Equipment Disinfectants

         This line of disinfectants target medical equipment including the
sterilization of thermo sensitive instruments and endoscope equipment. This
product group accounted for approximately 16% of our 2004 and approximately 12%
of our 2005 sales.

<table>

                                       <c>                   <c>                      <c>
------------------------------------------ ---------------------- ------------------------- -------------------------
PRODUCT NAMES                              INGREDIENTS            APPLICATION               INDUSTRY STANDARD
------------------------------------------ ---------------------- ------------------------- -------------------------
Dian'erkang 2% glutaraldehyde              Glutaraldehyde         Disinfection and          Q/SUVE 10-2003
disinfectant                                                      sterilization of device
------------------------------------------ ---------------------- ------------------------- -------------------------
Dian'erkang 2% glutaraldehyde              Glutaraldehyde         Disinfection and          Q/SUVE 10-2003
disinfectant (for the                                             sterilization of
                                                                      endoscopes
------------------------------------------ ---------------------- ------------------------- -------------------------
Dian'erkang multi-enzyme rapid detergents  Multi-Enzyme           Rinsing and               Q/SUVE 14-2004
                                                                  decontamination of
                                                                          device
------------------------------------------ ---------------------- ------------------------- -------------------------
</table>

         Machine Series

         This line of disinfectants targets air quality. The devices will
monitor and disinfect air quality. This product group accounted for
approximately 1% of our 2004 sales and approximately 3% of our 2005 sales.

<table>

                                          <c>                   <c>                      <c>
--------------------------------------------- ------------------ -------------------------- -------------------------
PRODUCT NAMES                                 INGREDIENTS        APPLICATION                INDUSTRY STANDARD
--------------------------------------------- ------------------ -------------------------- -------------------------
Lvshaxing LKQG-1000 air disinfection machine  Ozone,             Air disinfection           Q/SUPE 09-2003
                                              ultraviolet
                                              radiation,
                                              electrostatic
--------------------------------------------- ------------------ -------------------------- -------------------------
An'erdian disinfection swab                   An'erdian          Skin &disinfection        Q/NYMN07-2003
--------------------------------------------- ------------------ -------------------------- -------------------------
Dian'erkang hot press bag                     Iron powder,       Drive the "feng" Stop      Q/NYMN01-2001
                                              active carbon      the pain  Dispel the
                                                                           "han"
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang test paper of chlorine                 reaction regent    Indicator of               Q/SUVE 40-2003
                                                                    disinfectant
                                                                   concentration
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang 121 steam pressure sterilization       Indication oil     Indication of              Q/SUVE 16-2005
chemical indicator (card and adhesive tape)                      sterilization effect
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang 132 steam pressure sterilization       Indication oil     Indication of              Q/SUVE 17-2005
chemical indicator (label)                                       sterilization effect
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang stream pressure sterilization          Indication oil     Indication of              Q/SUVE 18-2005
chemical indicator                                               sterilization effect
--------------------------------------------- ------------------ -------------------------- -------------------------
</table>


                                      -10-
<page>


         Retail products

         Recently we have made efforts to expand our distribution reach to the
retail market. As a result our products have gained access to hotels, schools,
supermarkets, and drugstores. We have repackaged commercial disinfectant
products for sale to the consumer market. Since October 1999, we redeveloped
four separate products for distribution to the retail market. Likang redeveloped
the following products:

        -        Jin Zhongda collutory (mouth wash)          October 1999
        -        antibacterial lubricant                     October 1999
        -        Likang 84 disinfectant                      August 2005
        -        Dian'erkang aerosol disinfectant            October 2005

Customers

         We sell our products on a wholesale and retail basis to the medical
community in China. We have approximately 5,000 active and recurring customers
including hospitals, medical suppliers and distribution companies throughout
China. We maintain over 20 distribution contracts with wholesale dealers and
agents. We generally offer payment terms of four to six months before payment
for the products is due. For fiscal years ended December 31, 2005 and 2004 two
affiliated entities which are our customers, Shanghai Likang Pharmaceutical
Technology Company, Limited and Shanghai Likang Meirui Pharmaceuticals High-Tech
Co. Ltd., represented approximately 36% and approximately 40% of our total net
revenues. See Item 12. Certain Relationships and Related Transactions appearing
later in this annual report. We have contracts with all our dealer and agent
customers.

Manufacturing

         We operate two factory facilities in Shanghai, one located in the
Shanghai Jiading district and one located in the Shanghai Jinshan district.
Products are manufactured primarily in liquid, tablet, and powder form.
Approximately 95% of Likang revenues are derived from products manufactured in
these two factories.

         The Shanghai Jiading district factory is approximately 21,500 square
feet, all of which is used for production. This factory meets the good
manufacturing practice ("GMP") standards established by the central government
for the production of medical and chemical products. The main products produced
here are liquid and index disinfectant devices. The manufacturing facility has
the capacity to produce approximately 9 million liters of liquid disinfectant
annually. The manufacturing cycle for the liquids, from formulation to finished
product, is one day.

         The Shanghai Jinshan district factory is approximately 4,300 square
feet and is used in the manufacture of the tablet and powder forms of
disinfectants. The manufacturing capacity is 300 metric tons of tablet and 180
metric tons of powder disinfectant annually. The average manufacturing cycle for
the tablets and powder, from formulation to finish product, is one day.

                                      -11-
<page>

         Products which represent the remaining approximate 5% of our revenues
are manufactured by third parties as set forth below:

<table>

                            <c>                                                          <c>
------------------------------- ----------------------------------------------------------- ---------------------------
PRODUCT                         MANUFACTURER                                                     % OF REVENUE
------------------------------- ----------------------------------------------------------- ---------------------------
Lvshaxing Air Disinfectant      Shanghai Likang Meirui Pharmaceutical High-Tech Co., Ltd.               2%
Machine
------------------------------- ----------------------------------------------------------- ---------------------------
Likang Surgery hand-washing     Shanghai Likang Meirui Pharmaceutical High-Tech Co., Ltd.
Table
------------------------------- ----------------------------------------------------------- ---------------------------
Junle disinfectant              Shanghai JunLe Daily Chemicals Co., Ltd.                                3%
------------------------------- ----------------------------------------------------------- ---------------------------
Jiewang disinfectant            Hangzhou JieWang Disinfectant Co., Ltd
------------------------------- ----------------------------------------------------------- ---------------------------
Shenle disinfectant             Shanghai ShenLe Daily Chemicals Co., Ltd.
------------------------------- ----------------------------------------------------------- ---------------------------
Sterilized Q-tip (very small    Shanghai DiCheng Health Products Manufacturing Co., Ltd
quantity)
------------------------------- ----------------------------------------------------------- ---------------------------

</table>

         We package our products in various packages to meet different needs
from the market.

Liquid and gel disinfectants

-        40 ml            -        750ml
-        50 ml            -        1L
-        60 ml            -        1.5L
-        80 ml            -        2.5L
-        500ml            -        5L

Tablets disinfectants

-        50 tablets/bottle           each tablet is 1g which contains 500ml
                                     active chlorine
-        100 tablets/bottle
-        200 tablets/bottle

Powder disinfectants

-        250g
-        500g.

         We maintain an inventory of finished products equal to approximately
2.5 months average sales. Currently, we are manufacturing at about 50% of full
capacity based upon our current product demand, and we have the ability to
produce at full capacity if demand continues to increase.

         We have an in-house fulfillment and distribution operation, which is
used to manage the supply chain, beginning with the placement of the order,
continuing through order processing, and then fulfilling and shipping of the
product to the customer. We maintain inventory and fill customer orders from
both Jiading factory and Jinshan factory.

                                      -12-
<page>


Raw Materials

         We purchase raw materials from six primary suppliers, including a
related party, and we have signed purchase contracts with these suppliers in an
effort to ensure a steady supply of raw materials. We have maintained stable
business relations with these suppliers for over 10 years, and we believe that
our relationships with these primary suppliers will remain stable. In the event
the relationships falter, there are many suppliers with the capability to supply
our company. We purchase raw materials on payment terms of 30 days to three
months. Some of the suppliers import from foreign countries (listed below) and
we purchase directly from these suppliers.

         The table below details the supply relationships for raw materials

<table>

                               <c>                                                            <c>
---------------------------------- --------------------------------------------------------------- -----------------
RAW MATERIALS                      SUPPLIERS                                                       ORIGIN
---------------------------------- --------------------------------------------------------------- -----------------
Iodine                             Shanghai Wenshui Chemical Co., Ltd                              USA
---------------------------------- --------------------------------------------------------------- -----------------
Potassium iodide                   Shanghai Wenshui Chemical Co., Ltd                              Holland
---------------------------------- --------------------------------------------------------------- -----------------
Glutaraldehyde                     Shanghai Jin an tang Hygienical Product Factory                 Germany
---------------------------------- --------------------------------------------------------------- -----------------
Triclosan                          Ciba Specialty Chemicals (China)LTD                             Domestic
---------------------------------- --------------------------------------------------------------- -----------------
Alcohol                            Shanghai Jangbo Chemical Co., L td                              Domestic
---------------------------------- --------------------------------------------------------------- -----------------
Trichloroisocyanuric acid          Xuzhou Keweisi Disinfectant Co., Ltd                            Domestic
---------------------------------- --------------------------------------------------------------- -----------------
Ozone producing device equipment   Shanghai Likang Meirui Pharmaceutical High-Tech Co., Ltd.       Domestic
---------------------------------- --------------------------------------------------------------- -----------------
Ultraviolet radiation lamp light   Shanghai Likang Meirui Pharmaceutical High-Tech Co., Ltd.       Domestic
---------------------------------- --------------------------------------------------------------- -----------------

</table>

Customer Service and Support

         We believe that a high level of customer service and support is
critical in retaining and expanding our customer base. Customer care
representatives participate in ongoing training programs under the supervision
of our training managers. These training sessions include a variety of topics
such as product knowledge and customer service tips. Our customer care
representatives respond to customers' e-mails and calls that are related to
order status, prices and shipping. If our customer care representatives are
unable to respond to a customer's inquiry at the time of the call, we strive to
provide an answer within 24 hours. We believe our customer care representatives
are a valuable source of feedback regarding customer satisfaction. Our customer
returns and credits average approximately 1% of total sales.

                                      -13-
<page>


New Product Development

         We are committed to research and development. Likang was created as a
research and development organization by the Second Military Medical University
of the Chinese Army in 1988. We develop our products internally and own all
rights associated with those products.

         We have recently developed two new disinfectant products. Our An'erdian
Type 3 Skin and Mucous Membrane Disinfectant, a skin disinfectant, was recently
honored as a 2005 National Key New Product by the Chinese Ministry of Science &
Technology. This product has numerous uses in gynecology, skin disease treatment
as well as daily hygiene. We are currently in the patent application process for
this product. We believe that another key new product will be Likang #84
Disinfectant, which was recently approved by the Chinese Public Health
Department. This product is a liquid chemical disinfectant that contains the
sodium hypochlorite and can be used in households on almost all surfaces. This
new formula carries a shelf life of two years versus the competitors similar
products which have a limited shelf life of 90 days.

         In addition, we are conducting research on additional products,
including the Lvshaxing Air Disinfectant Machine Type 1, Lvshaxing Air
Disinfectant Machine Type 2 and Likang 5% (chloride content) Disinfectant
Liquid. We are unable to predict at this time if our research will result in the
introduction of new products.

         We also recently announced we had begun the initial development of a
new series of disinfectants employing Hypericin, a major compound found in St.
Johns Wort. The new series of disinfectants will target the H5N1 and H9N2
strains of avian flu. Hypericin is a primary compound of St. Johns Wort, a
Chinese herb. In recent laboratory tests, Hypericin has proven effective as a
treatment for poultry infected with strands of the avian flu. Based upon the
current stage of product development, we anticipate that we will introduce this
product to market in fiscal 2007 We intend to follow the guidelines of the
Shanghai Municipal Center for Disease Control & Prevention in developing this
new disinfectant series, however, we have yet to produce a product to treat
avian flu and there is no assurance that we will ever produce such a product.

         For the fiscal years ended December 31, 2005 and 2004, we spent
approximately $36,000 and $76,000, respectively, on research and development
which was included in cost of sales.

Marketing and Sales

         We were formed in 1988 as a research and development organization by
the Second Military Medical University of the Chinese Army. Our CEO, Mr. Xue
Lian Bian, was a member of the staff of the university. We believe that these
ties provide us with certain marketing advantages. The university is a well
recognized, prestigious institution in China and many of its graduates work at
hospitals, medical suppliers and distribution companies throughout China in
senior positions which place them in the decision making process when it comes
to purchasing products such as ours. In addition, the students and faculty at
the university provide a pool of talent from which we draw, both as potential
employees or summer interns who go on to work at other companies, many of whom
are customers or potential customers for our products. In marketing our
products, we seek to leverage these relationships.

         We have a national marketing and sales presence throughout all 22
provinces, as well as four autonomous regions, and four municipalities of China.
We currently employ 19 full-time sales and marketing people based in Shanghai.
Shanghai Likang Pharmaceuticals Technology Company, an affiliate, also sells our
products using 72 independent sales representatives in other provinces of China.
Approximately 30% of our sales are achieved by our proprietary sales force while
the remaining approximately 70% are outsourced to independent dealers and
agents. We compensate our proprietary salesman with a base salary and
commission. The sales representatives are located in provinces other than
Shanghai. The external sales network currently covers hospitals in 20 provinces
including: Beijing, Guangdong, Tianjin, Fujian, Yunnan, Hainan, Jiangsu,
Zhejiang, Anhui, Shandong, Henan, Hebei, Liaoning, Heilongjiang, Shanxi, Gansu,
Ningxia, Guizhou, Hunan, Sichuan, Xinjiang, Neimenggu. The independent sales
representatives sell directly to the end-users.

                                      -14-
<page>


         We also have relationships with 23 independent distribution agents who
purchase products from us in larger quantities and then resell in smaller
quantities to smaller health care facilities. In January 2005 we signed a two
year agreement with Shanghai Likang Meirui Pharmaceutical High-Tech Co., Ltd. to
market our products to the retail/consumer market. Shanghai Likang Meirui
Pharmaceutical High-Tech Co., Ltd., a company of which Shanghai Shanhai Group,
Likang's minority shareholder, owns a 68% interest, has a sales network which
covers certain sectors of the retail/consumer market in China.

         During fiscal 2006 we will seek to expand our distribution capability
in the PRC through the possible purchase of independent sales networks. While we
have allocated a portion of the proceeds from our recent private offering for
such use, we have not identified any potential targets and we may inevitably
choose not to pursue this strategy.

Intellectual Property

         We have received six patents and have four pending patent applications
with National Property Right Administration of the PRC. The patent approval
process can take up to 36 months The following is a list of Likang's patents and
pending patent applications:

<table>

                      <c>                                     <c>                          <c>
------------------------- -------------------------------------- ------------------------------ -------------------
PATENT CATEGORY           PATENT NAME                            PATENT NO                      NOTES
------------------------- -------------------------------------- ------------------------------ -------------------
Product Improvement       Improved bottle                        ZL  03  2  29616.9             Approved, expires
                                                                                                March 2013
------------------------- -------------------------------------- ------------------------------ -------------------
Appearance design         Bottle (with the wing stretch)         ZL  00  3  14391.0             Approved, expires
                                                                                                April 2010
------------------------- -------------------------------------- ------------------------------ -------------------
Appearance design         Packaging bottle                       ZL  2003 3 0108274.5           Approved, expires
                                                                                                November 2013
------------------------- -------------------------------------- ------------------------------ -------------------
Appearance design         Test paper box of chlorine             ZL  2004 3 0022740.2           Approved, expires
                                                                                                May 2014
------------------------- -------------------------------------- ------------------------------ -------------------
Product Improvement       High strength water sterilizer with    ZL  03 2 10513.4               Approved, expires
                          Model H ultraviolet lamp                                              September 2013
------------------------- -------------------------------------- ------------------------------ -------------------
Product Improvement       Sewage application                     ZL  2004 2 0037013.8           Approved, expires
                                                                                                June 2014
------------------------- -------------------------------------- ------------------------------ -------------------
Product Improvement       Container with the vacuum pump         Application #                  Pending. Applied
                                                                 200420090682.1                 on 2004-9-29
------------------------- -------------------------------------- ------------------------------ -------------------
New invention             Anti HP Gel                            Application #                  Pending. Applied
                                                                 200410099002-7                 on 2004-12-24
------------------------- -------------------------------------- ------------------------------ -------------------
New invention             Low smell and stimulus contain         Application # 200410068135.8   Pending. Applied
                          chlorine disinfectant tablet, powder                                  on 2004-11-12
                          etc
------------------------- -------------------------------------- ------------------------------ -------------------
New invention             A new skin membrane            Application # 200410025305.4   Pending. Applied
                          disinfectant including preparation                                    on 2004-6-21
                          methods
------------------------- -------------------------------------- ------------------------------ -------------------

</table>


                                      -15-
<page>

         We have four registered trademarks with the China State Administration
for industry and commerce trademark office for An'erdian, Jifro, Dian'erkang and
Lvshaxing.

         We are not a party to any confidentiality or similar agreements with
any of our employees or any third parties regarding our intellectual property.
It is possible a third party could, without authorization, utilize our propriety
technologies without our consent We can give no assurance that our proprietary
technologies will not otherwise become known or independently developed by
competitors.

Competition

         We operate in a highly fragmented, competitive national market for
healthcare disinfectant products The disinfectant industry in China is an
emerging industry and the industry is populated with small regional players. We
estimate there are over 1,000 manufacturers and distributors of disinfectant
products in China; however, most domestic competitors offer a limited line of
products and there are few domestic companies with a nationwide presence. We
believe that our national marketing and sales presence throughout all 22
provinces, as well as four autonomous regions, and four municipalities of China
gives us a competitive advantage over many other disinfectant companies in
China. In addition, prior to the adoption of industry standards in July 2002 by
the central government of China, disinfectant products were generally marketed
and sold based on pricing factors. We believe the recent standards implemented
by the government will shift the customer demand from price to quality.

         Furthermore we estimate the new government standards adopted in July
2002 have increased the barriers to entry and increased the bar for competitors
in the disinfectant industry. We believe that the new standards may lead to
fewer competitors as companies falter in their efforts to adhere to the new
standards. The implementation of these improved production standards and
licenses has effectively decreased the competitiveness of small to mid size
manufacturers. The new standards are especially difficult for companies with
limited product offerings and inferior technical content. As a result of this
heightened license and permit system, all disinfectant manufacturers must comply
with "qualified disinfection product manufacturing enterprise requirements"
established by the Ministry of Public Health. The requirements include standards
for both hardware and software. Hardware would include facilities and machinery.
Software would include the technology to monitor the facilities. Furthermore the
requirements will encompass the knowledge and capability of both the production
staff and quality control procedures.

         We believe that the following are the principal competitive strengths
that differentiate our company from the majority of our competition:

        o     Product selection and availability. A number of our competitors
              are smaller, regional companies with a limited number of product
              offerings. We offer our customers a wide variety of disinfectant
              products and ability to ship products to our customers on a timely
              basis throughout the PRC.

        o     Research and development. Our efforts to respond to market demand
              for new products have resulted in the issuance to us of 26 hygiene
              licenses by the Ministry of Public Health of the central
              government of China. Based upon our knowledge of our competitors,
              we do not believe the majority of our competitors have received as
              many license since the enactment of the licensing standards in
              July 2002.

                                      -16-
<page>

        o     Manufacturing capacity. Our Shanghai Jiading district factory,
              which is devoted to liquid and index disinfectant devices, has the
              capacity to produce 9 million liters of disinfectant annually. Our
              Shanghai Jinshan district factory, which is devoted to tablet and
              powder form disinfectants, has the capacity to manufacture 300
              metric tons of tablet and 180 metric tons of powder annually. Both
              of our factories have production cycles from formulation to
              finished product of one day.

        o     Trained service personnel. We believe our sales personnel are
              thoroughly educated in our product lines which enable them to
              better meet the needs of our customers.

        o     Reliability and speed of delivery. We believe our products have
              developed a reputation of good quality and effectiveness and our
              manufacturing capabilities enable us to product and ship products
              to our customers promptly thus allowing our customers the ability
              to better manage their purchasing dollars.

        o     Customer service. Our customer service representatives participate
              in ongoing product training programs and we strive to respond to
              all customer inquiries within 24 hours.

        o     Price. We have developed relationships with a number of raw
              material suppliers which enables us to keep our costs low and
              thereby offer prices to our customers which are very competitive.

         Our primary  competitors in the sale of chemical  disinfectants are 3M
and Ace Disinfection Factory Co., Ltd. The primary competitors for instrument
disinfectants are Chengdu Kangaking Instrument Co., Ltd. and Hangzhou Yangchi
Medicine Article Co., Ltd. and the primary competitors for chemical indicators
are 3M and Shandong Xinhua Medical Instrument Co., Ltd. Domestic competition
comes from regional companies which tend to offer products in small geographic
areas and do not distribute their product lines throughout China.

         Our primary domestic competitors include:

         Competitor                    Products

         3M:                    Hand disinfectant, skin and mucous disinfectant
         Ace:                   Skin and mucous disinfectant
         Chengdu Kangaking:     medical equipment and devices
         Hangzhou Yangchi:      sterilized Q-tip
         Shandong Xinhua:       chemical indicators

         Our primary foreign competitor is 3M Company which has had a presence
in China for more than 20 years. 3M Company entered the hand disinfection market
at the end of 2004 and primarily offers products in the areas of index and
control devices and disinfectant machines. At present, 3M Company has five
products for use in operating rooms and its products are found in provincial
capital cities of China such as Shanghai, Beijing, Guangzhou, Hangzhou, Nanjin,
Chengdu and Xi'an. 3M Company's product line in China is very narrow with few
overlapping products between 3M Company and our company.

                                      -17-
<page>

         Another foreign competitor is Johnson & Johnson, which established
operations in China in 1994. In China, Johnson & Johnson offers a variety of
skin, hand, and medical equipment disinfectants. Prior to the recent initiatives
by the government, disinfectant products were marketed based on pricing and
despite the brand awareness of Johnson & Johnson; its products did not have
widespread reception amongst the community. Furthermore, Johnson & Johnson does
not offer a wide variety of disinfectant products in China. Due to the
difficulties in attaining a critical mass Johnson & Johnson recently withdrew
from the surgical disinfectant market in China and has refocused its efforts on
the disinfection of medical devices.

Government Regulations

         Our business and operations are located in the PRC. We are subject to
local food, drug, environmental laws related to certification of manufacturing
and distributing of disinfectants. We are also licensed by the Shanghai City
Government to manufacture and distribute disinfectants. We are in substantial
compliance with all provisions of those licenses and have no reason to believe
that they will not be renewed as required by the applicable rules of Shanghai.
In addition, our operations must conform to general governmental regulations and
rules for private companies conducting business in China.

         Pursuant to the July 2002 Ministry of Public Health 27th Order of
Ministry of Health of the People's Republic of China, all disinfectant
manufacturers in China must obtain a license to manufacture hygiene
disinfectants. Prior to release, all disinfectant instruments must obtain the
official hygiene permit document of Ministry of Public Health and the approval
of the provincial hygiene administrative department. The implementation of these
improved production standards and licenses has effectively decreased the
competitiveness of small to mid size manufacturers with single product and
inferior technical content. Presently we meet all standards initiated by this
ordinance, and we have been granted 26 hygiene licenses by the Ministry of
Public Health. We have filed applications for two additional products.

         We are also subject to various other rules and regulations, including
the People's Republic of China Infectious Disease Prevention and Cure Law,
Disinfection Management Regulation, Disinfection Technique Regulation,
Disinfection Product Manufacturer Sanitation Regulation, and Endoscope Rinse and
Disinfection Technique Manipulation Regulation. We believe we are in material
compliance with all of the applicable regulations.

PRC Legal System

         Since 1979, many laws and regulations addressing economic matters in
general have been promulgated in the PRC. Despite development of its legal
system, the PRC does not have a comprehensive system of laws. In addition,
enforcement of existing laws may be uncertain and sporadic, and implementation
and interpretation thereof inconsistent. The PRC judiciary is relatively
inexperienced in enforcing the laws that exist, leading to a higher than usual
degree of uncertainty as to the outcome of any litigation. Even where adequate
law exists in the PRC, it may be difficult to obtain swift and equitable
enforcement of such law, or to obtain enforcement of a judgment by a court of

                                      -17-
<page>

another jurisdiction. The PRC's legal system is based on written statutes and,
therefore, decided legal cases are without binding legal effect, although they
are often followed by judges as guidance. The interpretation of PRC laws may be
subject to policy changes reflecting domestic political changes. As the PRC
legal system develops, the promulgation of new laws, changes to existing laws
and the preemption of local regulations by national laws may adversely affect
foreign investors. The trend of legislation over the past 20 years has, however,
significantly enhanced the protection afforded foreign investors in enterprises
in the PRC. However, there can be no assurance that changes in such legislation
or interpretation thereof will not have an adverse effect upon our business
operations or prospects.

Economic Reform Issues

         Since 1979, the Chinese government has reformed its economic systems.
Many reforms are unprecedented or experimental; therefore they are expected to
be refined and improved. Other political, economic and social factors, such as
political changes, changes in the rates of economic growth, unemployment or
inflation, or in the disparities in per capita wealth between regions within
China, could lead to further readjustment of the reform measures. We cannot
predict if this refining and readjustment process may negatively affect our
operations in future periods.

         Over the last few years, China's economy has registered a high growth
rate. Recently, there have been indications that rates of inflation have
increased. In response, the Chinese government recently has taken measures to
curb this excessively expansive economy. These measures have included
devaluations of the Chinese currency, the Renminbi ("RMB"), restrictions on the
availability of domestic credit, reducing the purchasing capability of certain
of its customers, and limiting re-centralization of the approval process for
purchases of some foreign products. These austerity measures alone may not
succeed in slowing down the economy's excessive expansion or control inflation,
and may result in severe dislocations in the Chinese economy. The Chinese
government may adopt additional measures to further combat inflation, including
the establishment of freezes or restraints on certain projects or markets.

         To date reforms to China's economic system have not adversely impacted
our operations and are not expected to adversely impact operations in the
foreseeable future; however, there can be no assurance that the reforms to
China's economic system will continue or we will not be adversely affected by
changes in China's political, economic, and social conditions and by changes in
policies of the Chinese government, such as changes in laws and regulations,
measures which may be introduced to control inflation, changes in the rate or
method of taxation, imposition of additional restrictions on currency conversion
and remittance abroad, and reduction in tariff protection and other import
restrictions.

China's Accession into the WTO

         On November 11, 2001, China signed an agreement to become a member of
the World Trade Organization ("WTO"), the international body that sets most
trade rules, further integrating China into the global economy and significantly
reducing the barriers to international commerce. China's membership in the WTO
was effective on December 11, 2001. China has agreed, upon its accession to the
WTO, to reduce tariffs and non-tariff barriers, remove investment restrictions,
provide trading and distribution rights for foreign firms, and open various
service sectors to foreign competition. China's accession to the WTO may
favorably affect our business in that reduced market barriers and a more
transparent investment environment will facilitate increased investment
opportunities in China, while tariff rate reductions and other enhancements will
enable us to develop better investment strategies for our clients. In addition,
the WTO's dispute settlement mechanism provides a credible and effective tool to
enforce members' commercial rights.

                                      -18-
<page>


Employees

         Likang employs approximately 163 full time employees, including our
executive officers, as follows:

DEPARTMENT                                            NUMBER OF EMPLOYEES
----------------------                           --------------------------
Administrative center                                   7
Accounting                                             19
Production                                             73
Logistics                                              36
Sales and Marketing staff in Shanghai                  19
Research and development                                9

Total                                                 163
----------------------                           --------------------------

History of our Company

            We were incorporated in the state of Colorado on December 11, 1996.
From our inception through December 28, 1999, we were involved in the business
of acquiring, developing and operating oil and gas properties. On December 28,
1999, we sold 60% of our issued and outstanding common stock to HBOA.Com, Inc.,
a District of Columbia corporation ("HBOA-DC"). Pursuant to this stock sale,
there was a change in our business and management team and we began to focus on
HBOA's business, which was related to the sale of products and services to the
owners of home based businesses through its Internet web site.

            On May 31, 2000, HBOA-DC was merged with and into our wholly owned
subsidiary, HBOA.Com, Inc., a Florida corporation ("HBOA-FL"). In June 2000, we
began to develop our application service provider business, in addition to
HBOA's web site. We focused on development of an Internet portal through which
home based business owners, as well as commercial private label businesses,
obtain the products, services, and information necessary to start, expand and
profitably run their businesses. On November 10, 2000, our shareholders approved
our proposal to change our name from Mizar Energy Company to HBOA Holdings, Inc.
and to change our state of incorporation from Colorado to Florida and recorded a
loss of approximately $258,000. On December 28, 2000, we formed a new
subsidiary, Aerisys, Incorporated, a Florida corporation, to handle commercial
private business. Effective as of July 18, 2003, we changed our name to Kirshner
Entertainment & Technologies, Inc.

         On May 2, 2005, we closed a share exchange with all of the shareholders
of Linkwell Tech in which we acquired 100% of the issued and outstanding shares
of Linkwell Tech's common stock in exchange for 36,273,470 shares of our common
stock, which at closing represented approximately 87.5% of the issued and
outstanding shares of our common stock. As a result of the transaction, Linkwell
Tech became our wholly owned subsidiary. Linkwell Tech was founded in June 2004.
On June 30, 2004, Linkwell Tech acquired 90% of Likang through a stock exchange
with Shanghai Likang Pharmaceuticals Technology Company, Limited, the then 90%
shareholder of Likang. Shanghai Shanhai Group, an unaffiliated third party, owns
the remaining 10% of Likang. Shanghai Shanhai Group is owned by Shanghai Shanhai
Group Employee Share-holding Committee (16.25%) and Shanghai Baoshan District
Dachang Town South Village Economic Cooperation Club (83.75%). Likang's officers
and directors, Messrs. Xue Lian Bian and Wei Guan, own Shanghai Likang
Pharmaceuticals Technology Company, Limited, owning 90% and 10%, respectively,
of that company. The transaction in which Linkwell Tech acquired the 90%
interest in Likang resulted in the formation of a U.S. holding company by
Messrs. Bian and Guan as it did not result in a change in the underlying
ownership interests of Likang.

                                      -19-
<page>

         Our then officers and directors resigned at the closing of the share
exchange and Messrs. Wei Guan and Xue Lian Bian, who were the officers and
directors of Linkwell Tech, were appointed our officers and directors. In
connection with the share exchange and to satisfy all outstanding obligations
and indebtedness owed by our company to our former CEO and certain third
parties, Linkwell Tech provided us $175,000 which we provided to our former CEO
to be used by him to satisfy these obligations. We also issued our former CEO
1,400,000 shares of our common stock.

         In July 2005, we changed our name to Linkwell Corporation. As described
later in this annual report under Item 6. Management's Discussion and Analysis
or Plan of Operation - Sale of Aerisys Incorporated, in February 2006 we sold
our interest in that subsidiary to our former CEO in exchange for the assumption
of all liabilities related to it.

         In February 2006, we sold 100% of the stock of Aerisys to Mr. Gary
Verdier, our former CEO, in exchange for the assumption of all liabilities and
obligation of Aerisys. Prior to the share exchange agreement with Linkwell Tech
in May 2005, Aerisys had represented our sole operations. Aerisys marketed and
sold the Aerisys Intelligent Community (TM), a web-based software program and
private, browser-based intranet product that allows schools to collaborate with
parents and faculty each day on classroom homework, assignments, critical dates,
team priorities and school news in a private forum, primarily to K through 12
private schools. We had not been able to improve sales or business opportunities
for Aerisys since May 2005.

RISK FACTORS

         Before you invest in our securities, you should be aware that there are
various risks. Additional risks and uncertainties not presently known to us or
that we currently believe to be immaterial may also adversely affect our
business. If any of the following risks and uncertainties develop into actual
events, our business, financial condition or results of operations could be
materially adversely affected and you could lose your entire investment in our
company.

Risks Related to our Company

We engage in a number of material transactions with related parties which could
result in a conflict of interest involving our management.

         We are materially dependent on certain related party transactions in
the ongoing conduct of our business. Sales to related parties, including a
company owned by our officers and directors which is the primary distributor of
our products, represented approximately 36% of our sales in fiscal 2005 and
approximately 44.5% of our accounts receivable at December 31, 2005. In
addition, we lease our principal executive officers from the minority
shareholder of our Likang subsidiary and an affiliated company of this minority
shareholder both supplies us with raw materials and acts as a contract
manufacturer for certain of our products. We have also engaged in an number of
other related party transactions including extending a working capital loan to
an affiliated entity and purchasing real property from that entity. These
affiliated transactions may from time to time result in a conflict of interest
for our management. Because these transactions are not subject to the approval
of our shareholders, investors in our company are wholly reliant upon the
judgment of our management in these related party transactions.

                                      -20-
<page>


We will need to raise additional capital to expand our operations in future
periods. If we cannot raise sufficient capital, our ability to implement our
business strategies and continue to expand will be at risk.

         We want to build an additional manufacturing line and upgrade our
manufacturing facilities and technologies, in order to expand our disinfection
products. Based upon our preliminary estimates this will require capital and
other expenditures of approximately USD $1 million. Although we had cash on hand
of approximately $1,460,000 at December 31, 2005, these funds are not sufficient
to fund the additional line and upgrade our manufacturing facilities and
technologies as well as providing working capital necessary for our ongoing
operations and obligations. We will need to raise additional working capital to
complete this project. We do not presently have any external sources of capital
and will in all likelihood raise the capital in a debt or equity offering. If we
raise the necessary capital through the issuance of debt, this will result in
increased interest expense. If we raise additional funds through the issuance of
equity or convertible debt securities, the percentage ownership of our company
held by existing shareholders will be reduced and those shareholders may
experience significant dilution. In addition, new securities may contain certain
rights, preferences or privileges that are senior to those of our common stock.
We may be unable to secure acceptable financing to fund this project on terms
which are suitable to us, if at all. Our ability to continue to implement our
growth strategy could suffer if we are unable to raise the additional funds on
acceptable terms which will have the effect of limiting our ability to increase
our revenues in the future.

The management of our company is located in the PRC and we are materially
dependent upon advisory services of a U.S. company.

         None of the current members of our management have any experience in
U.S. public companies and these individuals are not fluent in English. We have
engaged China Direct Investments, Inc. to provide us with various advisory and
consulting services, including US. business methods and compliance with SEC
disclosure requirements. We selected China Direct Investments, Inc. to provide
these services to us in part because its staff includes Chinese-speaking
individuals with experience in the operation and regulatory framework applicable
to U.S. public companies. Until such time as we are able to expand our board of
directors to include English-speaking individuals who have experience with the
operation and regulatory framework applicable to U.S. public companies, we are
materially dependent upon our relationship with China Direct Investments, Inc.
Our contract with this company expires in August 2006, subject to a 12-month
renewal upon the mutual consent of the parties. If for any reason China Direct
Investments, Inc. should fail to provide the contracted services at the
anticipated levels or fails to extend its services and we have not added members
to our board of directors with the requisite experience we may be unable to
prepare and file reports as required by the Securities Exchange Act of 1934 on a
timely basis which could lead to our common stock being removed from the OTCBB.
In this event, your ability to liquidate your investment would be negatively
impacted and you could lose your entire investment in our company.

Certain agreements to which we are a party and which are material to our
operations lack various legal protections which are customarily contained in
similar contracts prepared in the United States.

                                      -21-

<page>

         We are a Chinese company and all of our business and operations are
conducted in China. We are a party to certain material contracts, including an
agreement for the lease for our principal offices and manufacturing facility.
While these contracts contain the basic business terms of the agreements between
the parties, these contracts do not contain certain provisions which are
customarily contained in similar contracts prepared in the U.S., such as
representations and warranties of the parties, confidentiality and non-compete
clauses, provisions outlining events of defaults, and termination and
jurisdictional clauses. Because our material contracts omit these types of
clauses, notwithstanding the differences in Chinese and U.S. laws, we may not
have the same legal protections as we would if the contracts contained these
additional provisions. We anticipate that contracts we enter into in the future
will likewise omit these types of legal protections. While we have not been
subject to any adverse consequences as a result of the omission of these types
of clauses, and we consider the contracts to which we are a party to contain all
the material terms of our business arrangements with the other party, future
events may occur which lead to a dispute under agreements which could have been
avoided if the contracts were prepared in conformity with U.S. standards.
Contractual disputes which may arise from this lack of legal protections will
divert management's time from the operation of our business and require us to
expend funds attempting in settling a possible dispute. This possible diversion
of management time will limit the time our management would otherwise devote to
the operation of our business, and the diversion of capital could limit the
funds we have available to pay our ongoing operating expenses.

Each of our product groups operate in highly competitive businesses.

         Each of our product groups is subject to competition from other
manufacturers of similar products. There are approximately 1,000 manufacturers
of similar disinfectant products in China, but only approximately 30
manufacturers, including our company, operate on a continuous basis with the
remainder of the companies periodically entering the market in times of
increased demand. While we believe we are one of the leading manufacturers of
disinfectant products in the PRC, from time to time there is a sporadic
oversupply of these products which can adversely impact our market share and
competitive position in this product group. As a result, we may not be able to
effectively compete in our product segments which could have the effect of
limiting our ability to sustain our current level of operations or grow our
revenues in future periods.

Because of the specialized, technical nature of the business, we are highly
dependent on certain members of management, as well as our marketing,
engineering and technical staff.

         The loss of the services of our current management and skill employees
could have a material and negative effect on our ability to effectively pursue
our business strategy. In addition to manufacturing high volumes of our products
and developing new products, we must attract, recruit and retain a sizeable
workforce of technically competent employees, including additional skilled and
experienced managerial, marketing, engineering and technical personnel. If we
are unable to do so, our ability to grow our business and increase our revenues
could be limited.

If we experience customer concentration, we may be exposed to all of the risks
faced by our remaining material customers.

         For the fiscal year ended December 31, 2005 revenues from one customer,
which is an affiliate, represented approximately 36% of our total net revenues.
Unless we maintain multiple customer relationships, it is likely that we will
experience periods during which we will be highly dependent on a limited number
of customers. Dependence on a few customers could make it difficult to negotiate
attractive prices for our products and could expose us to the risk of
substantial losses if a single dominant customer stops conducting business with
us. Moreover, to the extent that we are dependent on any single customer, we are
subject to the risks faced by that customer to the extent that such risks impede
the customer's ability to stay in business and make timely payments to us.

                                      -22-
<page>


We depend on factories to manufacture our products, which may be insufficiently
insured against damage or loss.

         Our results of operations and financial condition are currently solely
dependent on our subsidiaries' factories in China. We do not currently maintain
insurance to protect against damage and loss to our facilities and other
leasehold improvements. Therefore, any material damage to, or the loss of, any
of our facilities due to fire, severe weather, flooding or other cause, would
not be covered by an insurance company. If the damage or loss is large enough,
it would have a material and negative effect on our financial condition. If the
damage was significant, we could be forced to stop operations until such time as
the faculties could be repaired.

Our operations are subject to government regulation. If we fail to comply with
the applicable regulations, our ability to operate in future periods could be in
jeopardy.

         We are subject to various state and local environmental laws related to
our business. We are subject to local food, drug, environmental laws related to
certification of manufacturing and distributing of any disinfectant. We are also
licensed by the Shanghai City Government to manufacture and distribute
disinfectants. While we are in substantial compliance with all provisions of
those registrations, inspections and licenses and have no reason to believe that
they will not be renewed as required by the applicable rules of the Central
Government and the Shandong Province, any non-renewal of these authorities could
result in the cessation of our business activities.

We may not have sufficient protection of certain of our intellectual property.

         We utilize certain technologies in the purification of raw material
used in our products which are proprietary in nature. To protect our proprietary
rights, generally we rely on confidentiality agreements with employees and third
parties, and agreements with consultants, vendors and customers, although we
have not signed such agreements in every case. Despite such protections, a third
party could, without authorization, utilize our propriety technologies without
our consent. The unauthorized use of this proprietary information by third
parties could adversely affect our business and operations as well as any
competitive advantage we may have in our market segment. It is possible that our
agreements with employees, consultants and others who participate in the
production of our products will be breached. We may not have adequate remedies
for any breach and our proprietary technologies could become known or
independently developed by competitors, in which event our ability to
effectively compete could be in jeopardy.

We have not voluntarily implemented various corporate governance measures, in
the absence of which, shareholders may have reduced protections against
interested director transactions, conflicts of interest and other matters.

         We are not subject to any law, rule or regulation requiring that we
adopt any of the corporate governance measures that are required by the rules of
national securities exchanges or The Nasdaq Stock Market such as independent
directors and audit committees. It is possible that if we were to adopt some or
all of the corporate governance measures, shareholders would benefit from
somewhat greater assurances that internal corporate decisions were being made by
independent directors and that policies had been implemented to define
responsible conduct. Prospective investors should consider our current lack of
corporate governance measures in formulating their investment decisions

The dividend rate of our Series B 6% Cumulative Preferred Stock could increase
to 20% per annum which would reduce the amount of operating capital available to
us.
                                      -23-
<page>

         The designations, rights and preferences of our Series B 6% Cumulative
Convertible Preferred Stock provide that the annual dividend increases from 6%
to 20% if an event of default has occurred. Based upon the presently outstanding
shares, this would increase our annual dividend payments from $90,000 to
$300,000, a 233% increase. This increase would reduce the amount of working
capital we otherwise might have available to pay our ongoing operating expenses
and grow our company.

Risks Related to Doing Business in China

Our operations are located in the PRC and are subject to changes resulting from
the political and economic policies of the Chinese government.

         Our business operations could be restricted by the political
environment in the PRC. The PRC has operated as a socialist state since 1949 and
is controlled by the Communist Party of China. In recent years, however, the
government has introduced reforms aimed at creating a "socialist market economy"
and policies have been implemented to allow business enterprises greater
autonomy in their operations. Changes in the political leadership of the PRC may
have a significant effect on laws and policies related to the current economic
reforms program, other policies affecting business and the general political,
economic and social environment in the PRC, including the introduction of
measures to control inflation, changes in the rate or method of taxation, the
imposition of additional restrictions on currency conversion and remittances
abroad, and foreign investment. Moreover, economic reforms and growth in the PRC
have been more successful in certain provinces than in others, and the
continuation or increases of such disparities could affect the political or
social stability of the PRC.

         Although we believe that the economic reform and the macroeconomic
measures adopted by the Chinese government have had a positive effect on the
economic development of China, the future direction of these economic reforms is
uncertain and the uncertainty may decrease the attractiveness of our company as
an investment, which may in turn result in a decline in the trading price of our
common stock.

     The Chinese government exerts substantial influence over the manner in
which we must conduct our business activities.

         The PRC recently has permitted provincial and local economic autonomy
and private economic activities. The government of the PRC has exercised and
continues to exercise substantial control over virtually every sector of the
Chinese economy through regulation and state ownership. Accordingly, government
actions in the future, including any decision not to continue to support recent
economic reforms and to return to a more centrally planned economy or regional
or local variations in the implementation of economic policies, could have a
significant effect on economic conditions in the PRC or particular regions
thereof, and could require us to divest ourselves of any interest we then hold
in Chinese properties.

Future inflation in China may inhibit economic activity in China.

         In recent years, the Chinese economy has experienced periods of rapid
expansion and high rates of inflation. During the past 10 years, the rate of
inflation in China has been as high as 20.7% and as low as -2.2%. These factors
have led to the adoption by the PRC government, from time to time, of various
corrective measures designed to restrict the availability of credit or regulate
growth and contain inflation. While inflation has been more moderate since 1995,
high inflation may in the future cause the PRC government to impose controls on
credit and/or prices, or to take other action, which could inhibit economic
activity in China. Any actions by the PRC government to regulate growth and
contain inflation could have the effect of limiting our ability to grow our
revenues in future periods.

                                      -24-
<page>

Any recurrence of severe acute respiratory syndrome, or SARS, or another
widespread public health problem, could interrupt our operations.

         A renewed outbreak of SARS or another widespread public health problem
in China, where all of our revenue is derived, and in Shanghai, where our
operations are headquartered, could have a negative effect on our operations.
Our operations may be impacted by a number of health-related factors, including
the following:

         * quarantines or closures of some of our offices which would severely
           disrupt our operations,

         * the sickness or death of our key officers and employees, or

         * a general slowdown in the Chinese economy.

         Any of the foregoing events or other unforeseen consequences of public
health problems could result in a loss of revenues in future periods and could
impact our ability to conduct our operations as they are presently conducted. If
we were unable to continue our operations as they are now conducted, our
revenues in future periods would decline and our ability to continue as a going
concern could be in jeopardy. If we were unable to continue as a going concern,
you could lose your entire investment in our company.

Restrictions on currency exchange may limit our ability to receive and use our
revenues effectively.

         Because all of our revenues are in the form of Renminbi, any future
restrictions on currency exchanges may limit our ability to use revenue
generated in Renminbi to fund any future business activities outside China or to
make dividend or other payments in U.S. dollars. Although the Chinese government
introduced regulations in 1996 to allow greater convertibility of the Renminbi
for current account transactions, significant restrictions still remain,
including primarily the restriction that foreign-invested enterprises may only
buy, sell or remit foreign currencies, after providing valid commercial
documents, at those banks authorized to conduct foreign exchange business. In
addition, conversion of Renminbi for capital account items, including direct
investment and loans, is subject to government approval in China, and companies
are required to open and maintain separate foreign exchange accounts for capital
account items. We cannot be certain that the Chinese regulatory authorities will
not impose more stringent restrictions on the convertibility of the Renminbi,
especially with respect to foreign exchange transactions.

We may be unable to enforce our rights due to policies regarding the regulation
of foreign investments in China.

         The PRC's legal system is a civil law system based on written statutes
in which decided legal cases have little value as precedents, unlike the common
law system prevalent in the United States. The PRC does not have a
well-developed, consolidated body of laws governing foreign investment
enterprises. As a result, the administration of laws and regulations by
government agencies may be subject to considerable discretion and variation, and
may be subject to influence by external forces unrelated to the legal merits of
a particular matter. China's regulations and policies with respect to foreign
investments are evolving. Definitive regulations and policies with respect to
such matters as the permissible percentage of foreign investment and permissible
rates of equity returns have not yet been published. Statements regarding these
evolving policies have been conflicting and any such policies, as administered,
are likely to be subject to broad interpretation and discretion and to be
modified, perhaps on a case-by-case basis. The uncertainties regarding such
regulations and policies present risks which may affect our ability to achieve
our business objectives. If we are unable to enforce any legal rights we may
have under our contracts or otherwise, our ability to compete with other
companies in our industry could be limited which could result in a loss of
revenue in future periods which could impact our ability to continue as a going
concern.

                                      -25-
<page>


It may be difficult for shareholders to enforce any judgment obtained in the
United States against us, which may limit the remedies otherwise available to
our shareholders.

         All of our assets are located outside the United States and all of our
current operations are conducted in China. Moreover, all of our directors and
officers are nationals or residents of China. All or a substantial portion of
the assets of these persons are located outside the United States. As a result,
it may be difficult for our shareholders to effect service of process within the
United States upon these persons In addition, there is uncertainty as to whether
the courts of China would recognize or enforce judgments of U.S. courts obtained
against us or such officers and/or directors predicated upon the civil liability
provisions of the securities law of the United States or any state thereof, or
be competent to hear original actions brought in China against us or such
persons predicated upon the securities laws of the United States or any state
thereof.

Risks Related to our Stock

Provisions of our articles of incorporation and bylaws may delay or prevent a
take-over which may not be in the best interests of our shareholders.

         Provisions of our articles of incorporation and bylaws may be deemed to
have anti-takeover effects, which include when and by whom special meetings of
our shareholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Nevada Revised Statutes also may
be deemed to have certain anti-takeover effects which include that control of
shares acquired in excess of certain specified thresholds will not possess any
voting rights unless these voting rights are approved by a majority of a
corporation's disinterested shareholders.

         In addition, our articles of incorporation authorize the issuance of up
to 10,000,000 shares of preferred stock with such rights and preferences as may
be determined from time to time by our Board of Directors, of which no shares
are currently outstanding. Our Board of Directors may, without shareholder
approval, issue preferred stock with dividends, liquidation, conversion, voting
or other rights that could adversely affect the voting power or other rights of
the holders of our common stock.

Our stock price will fluctuate and could subject our company to litigation.

         The market price of our common stock may fluctuate significantly in
response to a number of factors, some of which are beyond its control. These
factors include:

     * quarterly variations in operating results;
     * changes in accounting treatments or principles;
     * additions or departures of key personnel;
     * stock market price and volume fluctuations of publicly-traded
       companies in general and
     * Chinese-based companies in particular; and
     * general political, economic and market conditions.

Because our stock currently trades below $5.00 per share, and is quoted on the
OTC Bulletin Board, our stock is considered a "penny stock" which can adversely
affect its liquidity.

         As the trading price of our common stock is less than $5.00 per share,
our common stock is considered a "penny stock," and trading in our common stock
is subject to the requirements of Rule 15g-9 under the Securities Exchange Act
of 1934. Under this rule, broker/dealers who recommend low-priced securities to
persons other than established customers and accredited investors must satisfy
special sales practice requirements. The broker/dealer must make an
individualized written suitability determination for the purchaser and receive
the purchaser's written consent prior to the transaction.

                                       -26-
<page>


         SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock," including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock market
and its associated risks. These requirements severely limit the liquidity of
securities in the secondary market because few broker or dealers are likely to
undertake these compliance activities. In addition to the applicability of the
penny stock rules, other risks associated with trading in penny stocks could
also be price fluctuations and the lack of a liquid market.

We have not voluntarily implemented various corporate governance measures, in
the absence of which, shareholders may have more limited protections against
interested director transactions, conflicts of interest and similar matters.

         Recent Federal legislation, including the Sarbanes-Oxley Act of 2002,
has resulted in the adoption of various corporate governance measures designed
to promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The Nasdaq Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges and Nasdaq are
those that address board of directors' independence, audit committee oversight,
and the adoption of a code of ethics. Because our stock is not listed on an
exchange or quoted on Nasdaq, we are not required to adopt these corporate
governance standards. While our board of directors has adopted a Code of
Business Conduct and Ethics, our Board has not established Audit and
Compensation Committees and we have not adopted all of the corporate governance
measures which we might otherwise have been required to adopt if our securities
were listed on a national securities exchange or Nasdaq. It is possible that if
we were to adopt all of these corporate governance measures, shareholders would
benefit from somewhat greater assurances that internal corporate decisions were
being made by disinterested directors and that policies had been implemented to
define responsible conduct. Prospective investors should bear in mind our
current lack of corporate governance measures in formulating their investment
decisions.

ITEM 2.  DESCRIPTION OF PROPERTY

         Our facilities include our principal executive offices, located at No.
476 Hutai Branch Road, Baoshan District, Shanghai, China, and our two
manufacturing facilities are located at 1104 Jiatang Road, Jiading District,
Shanghai, 201807 and 2058 Linqiao Road, Zhuhang Town, Jinshan District,
Shangahi, 201506. We own all of the manufacturing equipment in both of our
factories. We lease our principal executive office building and warehouse space,
which consists of approximately 14,000 square feet, from Shanghai Shanhai Group,
an unaffiliated third party, under leases expiring in December 2010 for an
annual rental of approximately $32,000.

         Until February 2006, we leased approximately 21,500 square feet of
manufacturing space from Shanghai Likang Pharmaceutical Technology Company,
Limited, an affiliate, under a lease expiring December 2006 for an annual rent
of approximately $11,500. During the fourth quarter of fiscal 2005 we recorded
the purchased this building, which includes an assignment of the land use
permit, for $333,675. See Item 12. Certain Relationships and Related
Transactions appearing later in this annual report.

<page>


                  We lease approximately 4,300 square feet of manufacturing
space from Shanghai Jinshan Zhuhang Plastics Lamps Factory, an unaffiliated
third party, under a lease expiring in December 2006 for an annual rent of
approximately $3,125. We also lease an additional approximate 1,480 square feet
of warehouse space from Shanghai Henglian Industrial Co. Limited, an
unaffiliated third party, under two leases which expire between September and
October 2007 for an annual rental of approximately $37,410.

ITEM 3.  LEGAL PROCEEDINGS

         We are not a party to any material litigation presently pending nor, to
the best of our knowledge, have any such proceedings been threatened, except as
follows.

         In January 2004, the SEC commenced an informal inquiry of our company.
At this time we have not received any further information on this matter and are
therefore uncertain of the status of the SEC's informal investigation. We are
not a party to any pending legal proceedings and, to our knowledge, none of our
officers, directors or principal stockholders are party to any legal proceeding
in which they have an interest adverse to us.

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

         None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is quoted on the OTCBB. On March 24, 2005 our symbol
was changed from KSHR to LWLL in connection with a 1:10 reverse split of our
common stock effective on that date. The reported high and low bid prices for
the common stock as reported on the OTCBB are shown below for the periods
indicated. The quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission, and may not represent actual transactions.

                                      -27-
<page>

                                                      High             Low
Fiscal 2004

First quarter ended March 31, 2004                   $0.085            $0.02
Second quarter ended June 30, 2004                   $0.06             $0.01
Third quarter ended September 30, 2004               $0.02             $0.003
Fourth quarter ended December 31, 2004               $0.02             $0.002

Fiscal 2005

First quarter ended March 31, 2005                   $.20              $.01
Second quarter ended June 30, 2005                   $.40              $.11
Third quarter ended September 30, 2005               $.32              $.04
Fourth quarter ended December 31, 2005               $.74              $.148

Fiscal 2006

First quarter ended March 31, 2006                   $.26              $.151

         On April 10, 2006, the last sale price of our common stock as reported
on the OTCBB was $0.28. As of March 15, 2006, there were approximately 160
record owners of our common stock.

Dividend Policy

         We have never paid cash dividends on our common stock. Payment of
dividends will be within the sole discretion of our Board of Directors and will
depend, among other factors, upon our earnings, capital requirements and our
operating and financial condition. At the present time, our anticipated
financial capital requirements are such that we intend to follow a policy of
retaining earnings in order to finance the development of our business.

         While we have no current intention of paying dividends on our common
stock, should we decide in the future to do so, as a holding company, our
ability to pay dividends and meet other obligations depends upon the receipt of
dividends or other payments from our operating subsidiaries. In addition, our
operating subsidiaries, from time to time, may be subject to restrictions on
their ability to make distributions to us, including as a result of restrictive
covenants in loan agreements, restrictions on the conversion of local currency
into U.S. dollars or other hard currency and other regulatory restrictions.

Recent Sales of Unregistered Securities

         None.

Securities Authorized for Issuance under Equity Compensation Plans

         The following table sets forth securities authorized for issuance under
our 2001 Equity Compensation Plan, our 2005 Equity Compensation Plan and any
compensation plan not approved by our shareholders as of December 31, 2005.

                                      -28-
<page>

<table>
<caption>

                                            Number of                  Weighted           Number of
                                            securities to be            average     securities remaining
                                            issued upon                exercise     available for future
                                            exercise of                price of     issuance under equity
                                            of outstanding             outstanding   compensation plans
                                            options,warrants           options,     (excluding securities
                                            and rights (a)             warrants       reflected in column
                                                                       and rights(b)    (a))


                                     <c>                          <c>              <c>
Plan category

2005 Equity Compensation Plan               0                             n/a               3,000,000

Equity compensation plans
not approved by shareholders                0                             n/a               n/a

Non-Qualified Stock Option Plan             0                             n/a                       0

</table>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Overview

            In May 2005, we closed a share exchange agreement with all of the
shareholders of Linkwell Tech under which we acquired 100% of the issued and
outstanding shares of Linkwell Tech's common stock in exchange for 36,273,470
shares of our common stock, which at closing represented approximately 87.5% of
the issued and outstanding shares of our common stock. As a result of the
transaction, Linkwell Tech became our wholly owned subsidiary. In June, 2004,
prior to our share exchange with Linkwell Tech, Linkwell Tech acquired 90% of
Likang through a stock exchange with Shanghai Likang Pharmaceuticals Technology
Company, Limited, the then 90% shareholder of Likang. Shanghai Likang
Pharmaceuticals Technology Company, Limited is owned by Messrs. Xuelian Bian and
Wei Guan, our officer, directors and principal shareholders. Shanghai Shanhai
Group, an unaffiliated third party, owns the remaining 10% of Likang. The
transaction in which Linkwell Tech acquired the 90% interest in Likang resulted
in the formation of a U.S. holding company by Messrs. Bian and Guan as it did
not result in a change in the underlying ownership interests of Likang. For
financial accounting purposes, the reverse merger transaction in which we
acquired Linkwell Tech was treated as a recapitalization of our company with the
former shareholders of the company retaining approximately 12.5% of the
outstanding stock. We regard Likang's business of disinfectant products for the
commercial medical industry as the primary segment of our business. Our
consolidated financials statements included elsewhere in this prospectus for the
periods after the date of the stock exchange between our company and Linkwell
Tech reflect the change in the capital structure of our company due to the
recapitalization. The consolidated financial statements for the fiscal year
ended December 30, 2005 reflect the operations of our company including Linkwell
Tech and Likang for the periods presented while the results of operations for
the fiscal year ended December 31, 2004 are those of Likang.

                                      -29-
<page>

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

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

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

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

         Our present manufacturing facilities and production capacities are
sufficient for the foreseeable future, and we believe that we otherwise have the
assets and capital available to us necessary to enable us to increase our
revenues in future periods as the overall market for disinfectant products in
China continues to increase. During fiscal year 2006, we will continue to focus
our efforts on developing a retail market for our products, as well as expanding
our traditional base of commercial customers. In this regard, we have allocated
approximately $300,000 from our recent private offering to be used towards
expanded marketing of our products in the PRC and approximately $400,000 for
costs associated with investigating the feasibility of expanding our sales
outside the PRC to the U.S. In addition, we may also consider the possible
acquisition of independent sales networks which could be used to increase our
product distribution as well as smaller, regional companies in our industry.
While we have allocated approximately $400,000 of proceeds from our recent
private offering for acquisitions, we have not identified any potential
acquisition targets.

                                      -30-
<page>

Sale of Aerisys Incorporated

         Prior to the transaction with Linkwell, our wholly-owned subsidiary,
Aerisys Incorporated, had represented our sole operations. Aerisys marketed and
sold the Aerisys Intelligent Community (TM), a web-based software program and
private, browser-based intranet product that allows schools to collaborate with
parents and faculty each day on classroom homework, assignments, critical dates,
team priorities and school news in a private forum, primarily to K through 12
private schools. Revenues from Aerisys Incorporated represented slightly less
than 1% of our total net revenues for the year ended December 31, 2005, and we
were not able to improve sales or business opportunities for Aerisys since May
2005. In February 2006 we sold 100% of the stock of Aerisys Incorporated to Mr.
Gary Verdier, our former CEO, in exchange for assumption of all liabilities and
obligation of Aerisys Incorporated.

Results of Operations

Fiscal year ended December 31, 2005 ("Fiscal 2005") as compared to the fiscal
year ended December 31, 2004 ("Fiscal 2004")

<table>

                           <c>                     <c>                 <c>                 <c>

                                       Fiscal                Fiscal              $                   %
                                       2005                  2004              Change              Change
-----------------------  -------------------------- -------------------  ------------------ ------------------

Net revenues                      $  5,465,933          $4,422,522          $   1,043,411            23.6%
Cost of sales                        3,329,444           3,049,764          $     279,680             9.2%
Selling expenses                       331,258             258,148          $      73,110            28.3%
G&A expenses                           869,555             426,532          $     443,023           104.0%
Total operating expenses             1,200,813             684,680          $     516,133            75.4%
Operating income                       935,676             688,078          $     247,598            36.0%
Total other (expense)              (   101,214)          (  19,782)         $      81,432             412%
Net income                             544,129             502,708          $      41,421             8.4%
Deemed preferred stock
     dividends                      (1,800,276)                  0          $   1,800,276             100%
Net income (loss) to
  common shareholders              $(1,256,147)        $   502,708           $ (1,758,855)            350%

</table>

                                      -31-
<page>


Other key indicators:
                                            Fiscal 2005   Fiscal 2004     %
                                                                       of change
                                            -----------   ----------   --------

Cost of sales as a percentage of revenues        60.9%      69.0%         -8.1%
Gross profit margin                              39.1%      31.0%         +8.1%
Selling expenses as a percentage of revenues      6.1%       5.8%         +0.3%
G&A expenses as a percentage of revenues         15.9%       9.6%         +6.3%
Total operating expenses as a
         percentage of revenues                  22.0%      15.5%         +6.5%

Net revenues

         Net revenues for fiscal 2005 were $5,465,933 as compared to net
revenues of $4,422,522 for fiscal 2004, an increase of $1,043,411 or
approximately 24%. Included in our net revenues for fiscal 2005 were revenues of
$1,933,043 from sales of our products to Shanghai Likang Pharmaceuticals
Technology Company, Limited, an affiliated entity, an increase of $234,120, or
approximately 14%, from fiscal 2004. Also included in our net revenues for
fiscal 2005 were revenues of $23,987 from sales of our products to Shanghai
Likang Meirui Pharmaceuticals High-Tech Co., Ltd., an affiliate, a decrease of
$43,369, or approximately 64%, from fiscal 2004. We believe our increase in our
net revenues in fiscal 2005 was attributable to a recent surge in demand for
disinfectant products. Recent health scares such as SARS and the avian flu have
increased the public awareness of health standards in China. In response the
Chinese government has implemented a series of initiatives to establish minimum
health standards. As a result, public demand for disinfectant products has
increased. We cannot be assured that demand will continue to increase.
Additionally Linkwell introduced new products such as Jifro 4% Chlorhexidine
Gluconate, Dianerkang, 2% glutaraldehyde disinfectant, and the revised 84'
disinfectant. Initially, these products have been received favorably by the
public. There is no assurance that these products will continue to witness
increased public demand.

Cost of sales

         Cost of sales includes raw materials and manufacturing costs, which
includes labor, rent and an allocated portion of overhead expenses such as
utilities directly related to product production. For fiscal 2005, cost of sales
amounted to $3,329,444 or approximately 61% of net revenues as compared to cost
of sales of $3,049,764 or approximately 69% of net revenues for fiscal 2004.
Historically, our costs of sales is attributable approximately 65% to raw
material costs and approximately 35% to manufacturing costs. We purchase raw
materials from six primary suppliers and we have signed purchase contracts with
these suppliers in an effort to ensure a steady supply of raw materials. We also
purchase raw materials and finished product from Shanghai Likang Meirui
Pharmaceutical High-Tech Co. Ltd, an affiliate. These purchases totaled $48,489
and $389,400 for fiscal 2005 and fiscal 2004, respectively. We have not
historically experienced a fluctuation in raw material prices and do not
anticipate that the prices will vary much during fiscal 2006. Included in our
overhead costs are rent on our manufacturing facilities which included a
building we leased from Shanghai Likang Pharmaceuticals Technology Company,
Limited, an affiliate, for approximately $11,500 annually. We experienced an
increase in overhead costs such as utilities and rent during fiscal 2005 as
compared to fiscal 2004. As a result of our purchase which was recorded in the
fourth quarter of fiscal 2005 of facility we leased from an affiliate, we expect
rent expense to decrease, however we are unable to anticipate if the balance of
these overhead costs will continue to increase in fiscal 2006.

                                      -32-
<page>


Gross profit

         Gross profit for fiscal 2005 was $2,136,489 or approximately 39% of net
revenues, as compared to $1,372,758 or approximately 31% of revenues for the
fiscal 2004. The gross profit reflects an overall increase in our sales prices
as we expand into new markets. For example, our Ai'ershi disinfectant tablets
are sold in Shanghai for approximately $.83 per bottle. However in newer markets
such as DongBei Province, Ai'ershi disinfectant tablets are sold at
approximately $1.64 per bottle. An'erdian skin disinfectant sold for
approximately $.36 per bottle in BeiJing and Shanghai. We currently sell this
product in western cities such as ChongQing and XiAn at approximately $.49 per
bottle, an increase of 36%.

Operating expenses

         Total operating expenses for fiscal 2005 were $1,200,813, an increase
of $516,133, or approximately 75%, from total operating expenses in fiscal 2004
of $684,680. This increase included the following:

         * For fiscal 2005, selling expenses amounted to $331,258 as compared to
$258,148 for fiscal 2004, an increase of $73,110 or approximately 28%. This
increase is attributable to increased local sales tax costs and commissions
associated with our increased revenues. We pay local sales tax to local
authorities upon sale of product to customers. Additionally, in 2005, we
incurred costs of approximately $14,000 in connection with sales training
conferences. Selling expenses as a percentage of revenues remained relatively
constant at approximately 6%. We expect our selling expenses to increase as our
revenues increase and expect to spend increased funds on adverting and promotion
of our products as well as sales training. We have set aside approximately
$300,000 of the proceeds from our recent private placement for increased
marketing of our products in the PRC during fiscal 2006.

         * For fiscal 2005, general and administrative expenses were $869,555 as
compared to $426,532 for fiscal 2004, an increase of $443,023, or approximately
104% and included the following:

        o           We incurred professional fees of approximately $67,000 in
                    connection with the audit of our financials statements.
                    Additionally, we experienced an increase in professional
                    fees related to our corporate SEC filings,

        o           We incurred consulting fees in 2005 of $153,311
                    substantially related to the issuance of common stock for
                    business development and management services related to our
                    administrative operations in the United States. We expect
                    these costs to increase in 2006 due to our business
                    development efforts in the United States,

        o           In 2005, salaries and wages and related benefits increased
                    by approximately $48,000 to $191,935 in 2005 from $144,227
                    in 2004 due to the hiring of additional employees, and

        o           We incurred additional operating expenses associated with
                    overall price increases, increased telephone and
                    communications usage, and increase travel and entertainment.

                                      -33-
<page>


            Included in our general and administrative expenses is rent expense
that we pay on our principal executive offices warehouse space which we lease
from Shanghai Shanhai Group, an affiliate, for approximately $32,000 a year. We
anticipate that general and administrative expenses will continue to increase
during fiscal 2006 as a result of increased professional fees related to audit
costs and our registration statement. In addition, we have allocated $400,000
from the proceeds of our recent private placement for costs, including market
research, related to the possible expansion of the market for our products into
the U.S.

Income from operations

         We reported income from operations of $935,676 for fiscal 2005 as
compared to income from operations of $688,078 for fiscal 2004, an increase of
$247,598 or approximately 36%.

Other income (expense)

         For fiscal 2005 total other expenses amounted to $101,214 as compared
to $19,782 for fiscal 2004, an increase of $81,432. This change is primarily
attributable to:

         * We recognized a registration rights penalty in fiscal 2005 of $44,000
for which we did not have a comparable expense in fiscal 2004. In the terms of
our sale of shares of our Series B 6% Cumulative Preferred Stock and common
stock purchase warrants in fiscal 2005 we agreed to file a registration
statement covering the shares of our common stock underlying those securities.
This non-cash expense represents the possible payment of liquidated damages if
the registration statement of which this prospectus is a part is not declared
effective by June 28, 2006,

         * Interest expense - related party, was $25,657 and represents interest
due Shanghai Shanhai Company, Likang's minority shareholder, on a demand loan in
the principal amount of $161,533 made to Likang for working capital together
with the annual fixed return of $9,375 due it through December 2009 upon its
original investment in Likang. We did not have comparable expenses during the
fiscal 2004 period, and

         * Interest expense was $42,720 as compared to $29,359 for fiscal 2004,
an increase of $13,361 due to increased borrowings during fiscal 2005.

Income before discontinued operations, income taxes and minority interest

         Our income before discontinued operations, income taxes and minority
interest increased by $166,166 for fiscal 2005 as compared to fiscal primarily
as a result of increased net revenues.

                                      -34-
<page>

Discontinued operations

            In January 2006, we sold 100% of the capital stock of our Aerisys
subsidiary to its former CEO in exchange for an assumption of all liabilities
related to it. The loss from discontinued operations in fiscal 2005 represents
the revenues from that subsidiary less the operating and non-operating expenses
related to it.

Minority interest

         For fiscal 2005, we reported a minority interest in income of $92,339
as compared to $55,856 for fiscal 2004. The minority interest is attributable to
Likang's minority shareholder, and had the effect of reducing our net income.

Net income

         As a result of these factors, we reported net income of $544,129 for
fiscal 2005 as compared to net income of $502,708 for fiscal 2004.

Deemed preferred stock dividends

         During fiscal 2005, we recorded a deemed preferred stock dividend of
$1,800,276 which relates to our Series A Convertible Preferred Stock ($300,276)
and our Series B 6% Cumulative Preferred Stock ($1,500,000). This non-cash
expense related to the beneficial conversion features of those
securities and is recorded with a corresponding credit to paid in capital.
Additionally, for fiscal 2005 we recorded a preferred stock dividend of $11,240
which represents accrued but undeclared and unpaid dividends on our Series A
Convertible Preferred Stock and our Series B 6% Cumulative Preferred Stock.


Net income (loss) attributable to common shareholders

         We reported a net loss attributable to common shareholders of
$(1,256,147) for fiscal 2005 as compared to net income attributable to common
shareholders of $502,078 in fiscal 2004. This translates to an overall per-share
loss available to shareholders of ($.03) for fiscal 2005 compared to per-share
income of $.02 for fiscal 2004.

Liquidity and Capital Resources

         Liquidity is the ability of a company to generate funds to support its
current and future operations, satisfy its obligations and otherwise operate on
an ongoing basis. The following table provides certain selected balance sheet
comparisons between December 31, 2005 and December, 2004:

                                      December 31,          $ of          % of
                                -----------------------------------------------
                                  2005             2004       Change     Change
                                -----------------------------------------------

Working capital               $ 2,412,757   $   849,304   $ 1,563,453    +184.1%
Cash                          $ 1,460,078   $   467,859   $   992,219    +212.0%
Accounts receivable, net      $ 1,347,163   $ 1,099,154   $   248,009    + 22.6%
Inventories                   $   968,224   $   941,311   $    26,913    +  2.9%
Prepaid expenses              $    81,750   $    78,242   $     3,508       NM
Due from related parties      $   972,370   $   261,304   $   711,066    +272.5%
Total current assets          $ 4,839,541   $ 2,847,870   $ 1,991,671    + 69.9%
Property and equipment, net   $   686,234   $   254,281   $   431,953    +170.0%

Loans payable                 $   628,869   $   301,933   $   326,936    +108.0%
Loans payable - related       $   161,533   $         0   $   161,533    +100.0%
Accounts payable and
      accrued expenses        $ 1,400,704   $ 1,191,554   $   209,150    +17.6%
Advances from customers       $   126,199   $   246,837   $  (120,638)   -48.9%
Total current liabilities     $ 2,426,784   $ 1,998,566   $   428,218    +21.4%
Total liabilities             $ 2,426,784   $ 2,421,271   $    (5,513)   -  NM

                                      -35-
<page>

NM = not meaningful

         At December 31, 2005, we had a cash balance of $1,460,078. As of
December 31, 2005, our cash position by geographic area is as follows:

                  United States             $1,224,683
                  China                        235,395
                                            $1,460,078

            Our working capital position increased to $2,412,757 at December 31,
2005 from $849,304 at December 31, 2004. This increase in working capital is
primarily attributable to an increase in our current assets which reflects
proceeds we received during fiscal 2005 from the sale of equity as well as
increases in accounts receivable resulting from our increased sales in fiscal
2005, and an increase in the amount due us from related parties at December 31,
2005 as described below.

         The increase in our current assets of $1,991,671 at December 31, 2005
as compared to December 31, 2004 was offset by an increase in our current
liabilities of $428,218 at December 31, 2005 as compared to December 31, 2004.
The increase in our current liabilities is primarily attributable to increased
borrowings during fiscal 2005 of approximately $327,000 which was used to fund
equipment purchases as well as reclassification of certain existing loans to
current liabilities as a result of their due dates coupled with higher accounts
payable and accrued expenses and related party payables which are the result of
an increase in working capital requirements.

         At December 31, 2005, our inventories of raw materials, work in process
and finished goods, before a reserve for obsolete inventory totaled $1,090,801,
an increase of $149,490, or approximately 16%, from $941,311 at December 31,
2004. For fiscal 2005 we reserved $122,577 for possible obsolesces of
inventories; we did not have a similar reserve in fiscal 2004. Our management
determined the reserve was appropriate based upon its internal analysis of our
sales and anticipated customer demand. During fiscal 2005 our inventory turnover
was approximately 3.49 as compared to approximately 4.39 in fiscal 2004. This
decrease in inventory turn was a result of an increase in average inventory on
hand in 2005 compared to 2004, We expect to maintain higher inventory levels to
accommodate for anticipated future sales growth as well as a wider variety of
products.

         At December 31, 2005 our accounts receivable, allowance for doubtful
accounts was $13,343 as compared to $37,050 at December 31, 2004 and reflects
our best estimate of probable losses. As is customary in the PRC, we extend
relatively long payment terms to pre existing customers who have established a
credible payment history. Our terms of sale generally require payment within
four to six months, which is considerably longer than customary terms offered in
the United States, however, we believe that our terms of sale are customary
amongst our competitors for a company our size within our industry. For fiscal
2005, the average turn on accounts receivable from non-related third parties was
127 days and the average turn on accounts receivable from related parties is 106
days. At December 31, 2005 we had $1,347,163 of accounts receivable, net due
from non-related third parties and $872,370 accounts receivable due from related
parties. All of these amounts have been collected at September 25, 2006.

We also occasionally offer established customers, including related parties,
longer payment terms of 240 days on new products as an incentive to purchase
these products, which has served to further increase the average days
outstanding for accounts receivable. As the market for these new products is
established, we will discontinue offering this sales incentive. Generally, a
customer will prepay for an order prior to shipment. At December 31, 2005 our
balance sheet reflected advances from customers of $126,199.

                                      -36-
<page>
         At December 31, 2005 related parties owed us $972,370 which included:

         * $870,652 in accounts receivable due from to Shanghai Likang
Pharmaceuticals Technology Company, Limited for the purchase of products from
us,

         * $1,718 accounts receivable due from Shanghai Likang Meirui
Pharmaceutical High-Tech Co. Ltd for the purchase of products from us, and

         * $100,000 due April 2006 from Shanghai Likang Pharmaceuticals
Technology Company, Limited which represents a working capital loan to that
entity.

         As described earlier in this section, we sell products to these two
affiliated entities. Our terms of sale and settlement on sales to Shanghai
Likang Meirui Pharmaceutical High-Tech Co. Ltd. are the same as we offer our
third party customers. Shanghai Likang Pharmaceuticals Technology Company,
Limited purchases products from us on an as needed basis in order to fill
customer orders they have received and do not maintain an inventory of our
products. They tender payment to us upon receipt of payment from their customer.
The accounts receivable from Shanghai Likang Pharmaceuticals Technology Company,
Limited are historically paid within approximately four to six months, which is
the same receivable turn as we experience with our third party customers. We do
not reserve an allowance for doubtful accounts related to accounts receivable
due from related parties. Of the $872,370 accounts receivable due from related
parties at December 31, 2005, $870,652, or approximately
99.8%, is due from Shanghai Likang Pharmaceuticals Technology Company, Limited
which buys products from us for resale to non-related third party customers
which are primarily hospitals, clinics and schools with which Shanghai Likang
Pharmaceuticals Technology Company, Limited has maintained long standing
business relationships and these non-related third party customers have
demonstrated an excellent payment history. In addition, our officers and
directors as the owners of Shanghai Likang Pharmaceuticals Technology Company,
Limited have orally guaranteed payment on all accounts receivable due our
company from this related party.


         Our balance sheet at December 31, 2005 also reflects a loan payable to
a related party of $161,533 which is a working capital loan made to us by
Shanghai Shanhai Group in January 2005. This loan bears interest at 10% per
annum and is due on demand.

         Net cash used in operating activities for fiscal 2005 was $512,873 as
compared to net cash provided by operating activities of $492,493 for fiscal
2004. For fiscal 2005, we used cash in operations to fund an increase in
accounts receivable of $1,163,612, including an increase of $944,741 in accounts
receivables from related parties Additionally, we funded an increase in
inventories of $26,913, repayments in amounts due to a related party of $258,242
and an increase in advances from customers of $135,506 which was offset by our
net income of $544,129, the add back of non-cash items of $176,007 and an
increase in accounts payable and accrued expenses of $259,200. For fiscal 2004,
we received cash from operations from our net income of $502,708, the add back
of non-cash items of $92,125, increases in accounts payable and accrued expenses
of $906,999, including an increase of $155,106 due to a related party, and an
increase in advances from customers of $106,528 offset by cash used in
operations to fund an increase in accounts receivable of $644,051, including
$261,304 from related parties and increases in inventory of $494,340.

                                      -37-
<page>

         Net cash used in investing activities for fiscal 2005 was $245,593 as
compared to $103,724 for fiscal 2004, an increase of $141,869 which was
primarily due to capital expenditures for the acquisition of manufacturing
equipment.

         Net cash provided by financing activities was $1,738,040 for fiscal
2005 as compared to net cash used in financing activities of $318,087 for fiscal
2004. For fiscal 2005, we received net proceeds from preferred stock offerings
of approximately $1,672,000 and proceeds from loans payable of approximately
$488,000 which was offset by a loan repayment of $422,705. For fiscal 2004, we
received cash of $241,546 as proceeds from loans which was offset by a
shareholder distribution of $559,633.

         The shareholder distribution, which was made to Likang's then current
shareholders, Shanghai Likang Pharmaceuticals Technology Company, Limited and
Shanghai Shanhai Group and which was paid on a pro-rata basis, was made prior to
our acquisition of Linkwell Tech in May 2005. The amount of the distribution was
determined by the shareholders and was equal to Likang's retained earnings prior
to the distribution. For fiscal 2005 the amount due Shanghai Shanhai Group was
$9,375 which is included as additional rent expense under the terms of the
agreement. The requirement to pay the fixed, after tax return is not contingent
on the profitability of Likang.

         We reported a net increase in cash for fiscal 2005 of $992,219 as
compared to a net increase in cash of $70,682 for fiscal 2004.

         We currently have no material commitments for capital expenditures. As
of December 31, 2005, we had approximately $629,000 in short term loans maturing
during fiscal 2006, including approximately $99,000 due in March 2006 which was
repaid in the second quarter of fiscal 2006. We plan on renewing the balance of
these loans when they become due at terms comparable to current terms. Other
than working capital, loans and proceeds from the sale of preferred stock, we
presently have no other alternative source of working capital. We want to build
an additional manufacturing line and upgrade our manufacturing facilities and
technologies, in order to expand our disinfection products. Based upon our
preliminary estimates this will require capital and other expenditures of
approximately $1 million. Although at December 31, 2005 we had cash on hand of
approximately $1,460,000, these funds are not sufficient to fund the additional
line and upgrade our manufacturing facilities and technologies as well as
providing working capital necessary for our ongoing operations and obligations.
We will need to raise additional working capital to complete this project. We
may seek to raise additional capital through the sale of equity securities. No
assurances can be given that we will be successful in obtaining additional
capital, or that such capital will be available in terms acceptable to our
company. At this time, we have no commitments or plans to obtain additional
capital.

Recent Capital Raising Transactions

          On June 30, 2005, we completed a $300,000 financing consisting of
375,345 shares of our Series A Convertible Preferred Stock, and common stock
purchase warrants to purchase an additional 3,753,450 shares. We sold these
securities to 12 accredited investors in a private transaction exempt from
registration under the Securities Act in reliance on exemptions provided by
Section 4(2) of that act and Regulation D. Each share of Series A Convertible
Preferred Stock is convertible into 10 shares of common stock. Each warrant
entitles the holder to purchase one share of common stock for a period of five
years, at an exercise price of $10 per share, subject to adjustment. The net
proceeds from the transaction of approximately $277,000 are being used for
general working capital purposes.

                                      -38-
<page>


          On December 28, 2005, we completed a $1,500,000 financing of units of
our securities in a transaction exempt from registration under the Securities
Act in reliance on exemptions provided by Section 4(2) of that act and
Regulation D resulting in gross proceeds to us of $1,500,000. The offering
consisted of 1,500,000 shares of our Series B 6% Cumulative Convertible
Preferred Stock, Class A Common Stock Purchase Warrants to purchase 15,000,000
shares of common stock and Class B Common Stock Purchase Warrants to purchase
15,000,000 shares of common stock. The Class A Warrants are exercisable at $0.20
per share, and the Class B Warrants are exercisable at $0.30 per share, and both
warrants are for a term of five years.

          The purchasers of the units were certain accredited institutional and
individual investors. Conversion of the preferred shares and exercise of the
warrants are also subject to a 499% cap on the beneficial ownership that each
investor may have at any point in time while the securities are outstanding. We
paid a due diligence fee of $65,000 in cash and Class B Warrants to purchase
866,665 shares of our common stock to certain of the investors and an advisor to
one of the investors. We agreed to the payment of these due diligence fees,
which are meant to offset the costs certain of the investors incur in making the
decision to invest in an offering, as a term of the transaction. The recipients
of the due diligence fee are as set forth below:

             Name                           Cash Fee            Warrant Fee
         of Recipient                       Received             Received
-----------------------------------------------------------------------------
Alpha Capital Aktiengesellschaft (1)        $20,000               266,666
Ellis International Ltd. (1)                  5,000                66,667
Osher Capital Inc. (1)                       20,000               266,666
Utica Advisors, LLC (2)                      20,000               266,666
         Totals                             $65,000               866,665

(1) Investor in the offering.
(2) Advisor to Monarch Capital Fund, Ltd., an investor in the offering.

          We intend to use the net proceeds from the transaction as follows:

          o        approximately $300,000 will be used for marketing of our
                   products in the PRC,
          o        approximately $400,000 has been earmarked for costs,
                   including market research, related to the possible expansion
                   of the market for our products into the U.S.,
          o        approximately $400,000 has been allocated for expansion of
                   our operations in the PRC, including the possible
                   acquisitions of additional sales networks or other companies
                   similar to ours, and
          o        the balance will be used for general working capital.

          We have not identified any potential acquisition targets and may never
close such a transaction. In that event, those funds will be used for general
working capital.

                                      -39-
<page>

          We agreed to file a registration statement covering the shares of
common stock underlying the securities issued. In the event the registration
statement is not filed by February 13, 2006 or does not become effective by June
28, 2006, we are required to pay liquidated damages in the amount of $30,000 per
month until the deficiency is cured. We filed the registration statement on
February 8, 2006 but are presently unable to predict if the SEC will declare it
effective prior to June 28, 2006 The transaction documents also provide for the
payment of liquidated damages to the investors in certain events, including our
failure to maintain an effective registration statement covering the resale of
the common shares issuable upon conversion or exercise of the securities.

          The securities are subject to anti-dilution protections afforded to
the investors. In addition, to the extent that the investors continue to own
shares of our common stock received upon conversion or exercise of the
securities, we have agreed to issue the investors additional shares to protect
against our future issuances of common stock or derivative securities at less
than the price of the common shares underlying the securities.

Critical Accounting Policies

         Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses. These estimates and assumptions are affected by management's
applications of accounting policies. Critical accounting policies for our
company include revenue recognition and the useful lives of property, plant and
equipment.

         Revenue Recognition - We follow the guidance of the Securities and
Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In
general, we record revenue when persuasive evidence of an arrangement exists,
product delivery has occurred, the sales price to the customer is fixed or
determinable, and collectibility is reasonably assured. We assess whether the
fee associated with our revenue transactions is fixed or determinable based on
the payment terms associated with the transaction. If a significant portion of
the fee is due after our normal payment terms, we access if the fee is not fixed
or determinable. In these cases, we may recognize revenue as the fees become
due. We assess collectibility based on the credit worthiness of the customer and
past transaction history. We perform initial credit evaluations of our customers
and do not require collateral from our customers. If we determine that
collection of a fee is not reasonably assured, we defers the fee and recognize
the revenue at the time that collection becomes reasonably assured. The
following policies reflect specific criteria for our various revenues streams:

    o    Revenues of Aerisys are recognized at the time the services are
         rendered to customers. Services are rendered when our company's
         representatives receive the customers' requests and complete the
         customers' orders. For contacts over a period of time, Aerisys
         recognizes the revenue on a straight-line basis over the period that
         the services are provided.

    o    Our revenues from the sale of products are recorded when the goods are
         shipped, title passes, and collectibility is reasonably assured.

    o    Revenues from the sale of products to related parties are recorded when
         the goods are shipped which correlates with the shipment by the related
         parties to its customers, at which time title passes, and
         collectibility is reasonably assured. We receive sales order on a
         just-in-time basis from the related party. 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 on our balance sheet.

                                      -40-
<page>


         We record property and equipment at cost. Depreciation on property and
equipment is calculated using the straight-line method over the estimated useful
lives of the assets. Expenditures for major renewals and betterments that extend
the useful lives of property and equipment are capitalized. Expenditures for
maintenance and repairs are charged to expense as incurred. We review these
long-lived assets for impairment whenever circumstances and situations change
such that there is an indication that the carrying amounts may not be
recoverable. If the undiscounted future cash flows of the long-lived assets are
less than the carrying amount, their carrying amount is reduced to fair value
and an impairment loss is recognized. To date, we have not recognized any
impairment losses.

         Accounting for Stock Based Compensation - We account for stock based
compensation utilizing Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), which encourages, but
does not require, companies to record compensation cost for stock-based employee
compensation plans at fair value We have chosen to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
related interpretations. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the estimated fair market value of our stock
at the date of the grant over the amount an employee must pay to acquire the
stock. We have adopted the "disclosure only" alternative described in SFAS 123
and SFAS 148 (See Recent Accounting Pronouncements), which require pro forma
disclosures of net income and earnings per share as if the fair value method of
accounting had been applied. Because of this election, we continue to account
for our employee stock-based compensation plans under Accounting Principles
Board (APB) Opinion No. 25 and the related interpretations. We are required to
comply with SFAS No. 123 (revised 2004) starting on the first day of our fiscal
year 2006. We are currently evaluating the effect that the adoption of SFAS No.
123 (revised 2004) will have on our consolidated operating results and financial
condition. No stock-based compensation cost is currently reflected in net income
for employee and director option grants as all options granted under the 2005
Incentive Stock Plan and the Non-Employee Directors Stock Plan had an exercise
price equal to the market value of the underlying common stock on the date of
grant.

Recent Accounting Pronouncements

         In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based
Payment, an Amendment of FASB Statement No. 123" ("FAS No.123R"). FAS No. 123R
requires companies to recognize in the statement of operations the grant date
fair value of stock options and other equity-based compensation issued to
employees. FAS No. 123R is effective for the first fiscal year beginning after
December 15, 2005. We believe the adoption of this pronouncement could have a
material effect on our financial position in future periods in the event we
grant stock options and other equity-based compensation to our employees.

         In April 2005, the Securities and Exchange Commission's Office of the
Chief Accountant and its Division of Corporation Finance has released Staff
Accounting Bulletin (SAB) No.107 to provide guidance regarding the application
of FASB Statement No.123 (revised 2004), Share-Based Payment. Statement No.
123(R) covers a wide range of share-based compensation arrangements including
share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. SAB 107 provides
interpretative guidance related to the interaction between Statement No. 123R
and certain SEC rules and regulations, as well as the staff's views regarding
the valuation of share-based payment arrangements for public companies.

         In May 2005, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 154, "Accounting Changes and
Error Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS 154"). This Statement replaces APB Opinion No. 20, Accounting Changes,
and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements, and changes the requirements for the accounting for and reporting of
a change in accounting principle This Statement applies to all voluntary changes
in accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed.

                                      -41-
<page>

         APB Opinion No. 20 previously required that most voluntary changes in
accounting principle be recognized by including in net income of the period of
the change the cumulative effect of changing to the new accounting principle.
This Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. When it is impracticable to determine the period-specific effects of an
accounting change on one or more individual prior periods presented, this
Statement requires that the new accounting principle be applied to the balances
of assets and liabilities as of the beginning of the earliest period for which
retrospective application is practicable and that a corresponding adjustment be
made to the opening balance of retained earnings (or other appropriate
components of equity or net assets in the statement of financial position) for
that period rather than being reported in an income statement. When it is
impracticable to determine the cumulative effect of applying a change in
accounting principle to all prior periods, this Statement requires that the new
accounting principle be applied as if it were adopted prospectively from the
earliest date practicable. This Statement shall be effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005. We do not believe that the adoption of SFAS 154 will have a
significant effect on its financial statements.

         On June 29, 2005, the Emerging Issues Task Force (EITF) of FASB
ratified Issue No. 05-2, "The Meaning of `Conventional Convertible Debt
Instrument' in EITF Issue No. 00-19, `Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.'"
EITF Issue 05-2 provides guidance on determining whether a convertible debt
instrument is "conventional" for the purpose of determining when an issuer is
required to bifurcate a conversion option that is embedded in convertible debt
in accordance with SFAS 133. Issue No. 05-2 is effective for new instruments
entered into and instruments modified in reporting periods beginning after June
29, 2005. The adoption of this pronouncement did not have a material effect on
our financial statements.

         In September 2005, the EITF issued EITF Issue No. 05-4, "The Effect of
a Liquidated Damages Clause on a Freestanding Financial Instrument Subject to
EITF Issue No. 00-19, `Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock.'" EITF 05-4 provides
guidance to issuers as to how to account for registration rights agreements that
require an issuer to use its "best efforts" to file a registration statement for
the resale of equity instruments and have it declared effective by the end of a
specified grace period and, if applicable, maintain the effectiveness of the
registration statement for a period of time or pay a liquidated damage penalty
to the investor. We adopted View C of this pronouncement. Accordingly, we
bifurcated registration rights of our Series B 6% Cumulative Convertible
Preferred Stock from their related free standing financial instruments and
recorded them at fair value as reflected in the financial statements included
elsewhere herein.

         In September 2005, the FASB ratified EITF Issue No. 05-7, "Accounting
for Modifications to Conversion Options Embedded in Debt Instruments and Related
Issues," which addresses whether a modification to a conversion option that
changes its fair value affects the recognition of interest expense for the
associated debt instrument after the modification and whether a borrower should
recognize a beneficial conversion feature, not a debt extinguishment if a debt
modification increases the intrinsic value of the debt (for example, the
modification reduces the conversion price of the debt). This issue is effective
for future modifications of debt instruments beginning in the first interim or
annual reporting period beginning after December 15, 2005. We are currently in
the process of evaluating the effect that the adoption of this pronouncement may
have on our financial statements.

                                      -42-
<page>

         In September 2005, the FASB also ratified the EITF's Issue No. 05-8,
"Income Tax Consequences of Issuing Convertible Debt with a Beneficial
Conversion Feature," which discusses whether the issuance of convertible debt
with a beneficial conversion feature results in a basis difference arising from
the intrinsic value of the beneficial conversion feature on the commitment date
(which is recorded in the shareholder's equity for book purposes, but as a
liability for income tax purposes), and, if so, whether that basis difference is
a temporary difference under FASB Statement No. 109, "Accounting for Income
Taxes." This Issue should be applied by retrospective application pursuant to
Statement 154 to all instruments with a beneficial conversion feature accounted
for under Issue 00-27 included in financial statements for reporting periods
beginning after December 15, 2005. We are currently in the process of evaluating
the effect that the adoption of this pronouncement may have on our financial
statements.

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

Change of Independent Registered Public Accounting Firm

         On May 12, 2005, we dismissed Berkovits, Lago & Company, LLP as our
independent registered public accounting firm. Berkovits, Lago & Company, LLP
had been the independent registered public accounting firm for and audited the
consolidated financial statements of our company as of December 31, 2004 and
2003. The reports of Berkovits, Lago & Company, LLP on our financial statements
for the past two fiscal years contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except such reports were modified as to an explanatory
paragraph relating to our ability to continue as a "going concern" as a result
of its lack of existing commitments from lenders to provide necessary financing,
lack of sufficient working capital, and recurring losses from operations. The
decision to change accountants was approved unanimously by the Board of
Directors.

         In connection with the audit for the two most recent fiscal years and
in connection with Berkovits, Lago & Company, LLP's review of the subsequent
interim periods preceding dismissal on May 12, 2005, there were no disagreements
between our company and Berkovits, Lago & Company, LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Berkovits,
Lago & Company, LLP, would have caused Berkovits, Lago & Company, LLP to make
reference thereto in their report on our financial statements for these fiscal
years. During the two most recent fiscal years and prior to the date of
dismissal we had no reportable events (as defined in Item 304(a)(1) of
Regulation S-B).

         On May 12, 2005, we engaged Sherb & Co., LLP as our independent
registered public accounting firm. We had not consulted with Sherb & Co., LLP
regarding the application of accounting principles to any contemplated or
completed transactions nor the type of audit opinion that might be rendered on
our financial statements, and neither written nor oral advice was provided that
would be an important factor considered by us in reaching a decision as to an
accounting, auditing or financial reporting issues.

                                      -43-
<page>

ITEM 7.  FINANCIAL STATEMENTS

         Our financial statements are contained in pages F-1 through F-24, which
appear at the end of this annual report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         On May 12, 2005, we dismissed Berkovits, Lago & Company, LLP as our
independent registered public accounting firm. Berkovits, Lago & Company, LLP
had been the independent registered public accounting firm for and audited the
consolidated financial statements of our company as of December 31, 2004 and
2003. The reports of Berkovits, Lago & Company, LLP on our financial statements
for the past two fiscal years contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except such reports were modified as to an explanatory
paragraph relating to our ability to continue as a "going concern" as a result
of its lack of existing commitments from lenders to provide necessary financing,
lack of sufficient working capital, and recurring losses from operations. The
decision to change accountants was approved unanimously by the Board of
Directors.

         In connection with the audit for the two most recent fiscal years and
in connection with Berkovits, Lago & Company, LLP's review of the subsequent
interim periods preceding dismissal on May 12, 2005, there were no disagreements
between our company and Berkovits, Lago & Company, LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Berkovits,
Lago & Company, LLP, would have caused Berkovits, Lago & Company, LLP to make
reference thereto in their report on our financial statements for these fiscal
years. During the two most recent fiscal years and prior to the date of
dismissal we had no reportable events (as defined in Item 304(a)(1) of
Regulation S-B).

         On May 12, 2005 we engaged Sherb & Co., LLP as our independent
registered public accounting firm. We had not consulted with Sherb & Co., LLP
regarding the application of accounting principles to any contemplated or
completed transactions nor the type of audit opinion that might be rendered on
our financial statements, and neither written nor oral advice was provided that
would be an important factor considered by us in reaching a decision as to an
accounting, auditing or financial reporting issues.


ITEM 8A. CONTROLS AND PROCEDURES

         As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as of December 31, 2005, the end of the period covered by this annual report,
our management concluded its evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures. Disclosure controls and
procedures are controls and procedures designed to reasonably assure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, such as this annual report, is recorded, processed,
summarized and reported within the time periods prescribed by SEC rules and
regulations, and to reasonably assure that such information is accumulated and
communicated to our management, including our President, to allow timely
decisions regarding required disclosure.

                                      -44-
<page>

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

         Initially, as of the evaluation date, our President concluded that we
maintained disclosure controls and procedures that were effective in providing
reasonable assurance that information required to be disclosed in our reports
under the Securities Exchange Act of 1934 was recorded, processed, summarized
and reported within the time periods prescribed by SEC rules and regulations,
and that such information was accumulated and communicated to our management,
including the President, to allow timely decisions regarding required
disclosure. As set forth elsewhere herein, including Note 1 - Restatement to our
Consolidated Financial Statements appearing in this annual report, subsequent to
this initial evaluation our management has determined that there was a material
weakness in our internal control over financial reporting as of December 31,
2006 as more fully described below.

         We have previously amended our annual report on Form 10-KSB to restate
our financial statements to correct an error related to the accounting for a
transaction recorded in the fourth quarter of fiscal 2005 in which our
subsidiary Likang purchased a building from a related party, Shanghai Likang
Pharmaceuticals Technology Company, Limited. As set forth elsewhere herein, we
are restating our financial statements a second time to correct errors related
to the proper accounting for the accrual of undeclared and unpaid dividends on
our Series A Convertible Preferred Stock and our Series B 6% Cumulative
Preferred Stock as well as to correct errors in the classification of a fixed
annual return we pay to Likang's minority shareholder. Please see Note 1 -
Restatement of the Notes to Consolidated Financial Statements appearing
elsewhere in this annual report for a more detail explanation of the changes in
our financial statements as result of these restatements.

            Because of these accounting errors, our management has determined
that a deficiency in internal controls existed related to the recordation of
related party transactions and accrual preferred stock dividends. Accordingly,
our management has determined that there was a material weakness in our internal
controls over financial reporting at December 31, 2005 and that our disclosure
controls and procedures were ineffective at December 31, 2005. All of our
employees and accounting staff are located in the PRC and we do not presently
have a chief financial officer, comptroller or similarly titled senior financial
officer who is bilingual and experienced in the application of U.S. GAAP. During
fiscal 2006 we began a search for an appropriate candidate who can fill such a
position; however, we are unable to predict when such a person will be hired.
During fiscal 2006 we also began providing additional training to our accounting
staff in the application of U.S. GAAP. While we have revised our internal
controls to correct the procedural errors which led to the accounting errors,
until we expand our staff to include a bilingual senior financial officer who
has the requisite experience necessary, as well as supplement the accounting
knowledge of our staff, it is likely that we will continue to have material
weaknesses in our disclosure controls.

         Other than the changes discussed above, there have been no changes in
our internal control over financial reporting that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.

                                      -45-
<page>

ITEM 8B. OTHER INFORMATION

         None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

         Name                 Age        Positions Held

         Xue Lian Bian         40        Chief Executive Officer, President and
                                         Chairman of the Board
         Wei Guan              40        Vice President, Secretary and director

         Xue Lian Bian. Mr. Bian has served as our Chief Executive Officer,
President and director since May 2, 2005, Chief Executive Officer, President and
director of Linkwell Tech since its inception in June 2004 and General Manager
of Shanghai Likang Disinfectant Company, Limited since 1993. From 1990 to 1993,
he was a project assistant in charge of science and technology achievement
application in the Second Military Medical University, Shanghai, China. From
1986 to 1990, Mr. Bian was a member of the technical staff in the
Epidemiological Institute in the Second Military Medical University. Mr. Bian
contributed to the compilation of "Disinfection - Antiseptic - Anticorrosion -
Preservation" and "Modern Disinfection Study" of which the first book laid the
foundation of the Chinese disinfectant study. Mr. Bian started related research
with his colleagues on the microbiology sterilization effect examination, high
strength ultraviolet lamp tube and decontaminating apparatus prior to the
inception of Likang. Mr. Bian graduated from the China Army Second Military
Medical University in 1990 with a bachelor degree in public health.

         Wei Guan. Mr. Guan has served as our Vice President and a member of our
Board of Directors since May 2, 2005. He has served as Vice President of
Linkwell Tech since its inception in June 2004 and vice General Manager of
Shanghai Likang Disinfectant Company, Limited since 2002. From 1987 to 1990, Mr.
Guan worked Hunan Machinery Importing & Exporting Corporation as a member of
management. From 1990 to 2002, Mr. Guan worked for Division of Importing and
Export at Worldbest Group as a general manager. Mr. Guan graduated from Hunan
University in Changsha, Hunan Province with a bachelor degree in Industry
Foreign Trading in 1987.

         There are no family relationship between any of the executive officers
and directors. Directors are elected at our annual meeting of shareholders and
hold office for one year or until his or her successor is elected and qualified.

Key Employees

         Mr. Guoqiang Fan. Mr. Fan, 42, has been our Vice-General Manager in
charge of marketing since May 2005 and has held the same position at Likang
since 1997. From 1987 to 1997, Mr. Fan was employed at the Population College of
Jiangsu Province as a teacher. Prior to his work as a teacher, Mr. Fan worked at
Second Military Medical University's Shanghai Hospital as a pharmacist. Mr. Fan
graduated from the Second Military Medical University School of Pharmacy with a
degree in medicine.

         Ms. Gendi Li. Ms. Li, 54, has served as Likang's Controller since 2003.
From 1996 to 2003, Ms. Li was employed as an Executive Accountant and Financial
Manager for QiaoFu Construction Holding Company (Shanghai). From 1993 to 1996,
Ms. Li was employed as an Executive Accountant and Head of the Finance
Department at Shanghai Yuxin Machinery Co., Ltd. From 1968 to 1993, Ms. Li was
employed in various financial positions, including Executive Accountant, and
Head of the Finance Department at First Plastic Machinery Factory. Ms. Li
graduated from the Shanghai Finance and Economics Institute.

         Mr. Wensheng Sun. Mr. Sun, 38, has been Likang's Vice-General Manager
for Production since 1995 and has held the same position at Likang since 1995
following completion of his Masters degree in Medicine at the Second Military
Medical University School of Pharmacy.

                                      -46-
<page>

U.S. Advisor

            On August 24, 2005, we engaged China Direct Investments, Inc., whose
staff includes Chinese-speaking individuals with experience in operation and
regulatory framework applicable to U.S. public companies, as a consultant to
advise the our management in areas related to marketing and operational support
in the U.S., media and public relations, mergers and acquisitions, financial
advisory and SEC disclosure compliance. In addition, China Direct Investment
also provides us with translation services for both English and Chinese
documents. Under the terms of one year agreement, we issued China Direct
Investments, Inc. 2,000,000 shares of the our common stock, valued at $160,000,
as compensation for its services, and granted it three year warrants to purchase
2,125,000 shares of our common stock at an exercise price of $0.20 per share
commencing in January 2006. We also agreed to pay China Direct Investments, Inc.
additional fees for its services as may be mutually agreed upon. Messrs. James
Wang, Marc Siegel and David Stein are the officers, directors and shareholders
of China Direct Investments, Inc.

Committees of the Board of Directors

         Our Board of Directors has not established any committees, including an
Audit Committee or a Nominating Committee. The functions of those committees are
being undertaken by the entire board as a whole. As we expand our board in the
future to include independent directors we will establish an Audit Committee.

Director Independence, Audit Committee Of The Board Of Directors And Audit
Committee Financial Expert

         None of the members of our Board of Directors are "independent" within
the meaning of definitions established by the Securities and Exchange
Commission. Our Board of Directors are presently comprised of individuals who
were integral in Likang's operations. As a result of our limited operating
history and minimal resources, small companies such as ours generally have
difficulty in attracting independent directors. In addition, we will require
additional resources to obtain directors and officers insurance coverage which
is generally necessary to attract and retain independent directors. As we grow,
in the future our Board of Directors intends to seek additional members who are
independent, have a variety of experiences and backgrounds, who will represent
the balanced, best interests of all of our shareholders and at least one of
which who is an "audit committee financial expert" described below.

         None of our directors is an "audit committee financial expert" within
the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee
financial expert" is an individual member of the audit committee or Board of
Directors who:

     *        understands generally accepted accounting principles and financial
              statements,
     *        is able to assess the general application of such principles in
              connection with accounting for
              estimates, accruals and reserves,
     *        has experience preparing, auditing, analyzing or evaluating
              financial statements comparable to
              the breadth and complexity to our financial statements,
     *        understands internal controls over financial reporting, and
     *        understands audit committee functions.

                                      -47-
<page>

Code of Business Conduct and Ethics

         In December 2005, we adopted a Code of Business Conduct and Ethics
applicable to our Chief Executive Officer, principal financial and accounting
officers and persons performing similar functions. A Code of Business Conduct
and Ethics is a written standard designed to deter wrongdoing and to promote:

        o       honest and ethical conduct,
        o       full, fair, accurate, timely and understandable disclosure in
                regulatory filings and public statements,
        o       compliance with applicable laws, rules and regulations,
        o       the prompt reporting violation of the code, and
        o       accountability for adherence to the code.

         A copy of our Code of Business Conduct and Ethics has been filed with
the Securities and Exchange Commission as an exhibit to this annual report. We
will provide a copy, without charge, to any person desiring a copy of the Code
of Business Conduct and Ethics, by written request to No. 476 Hutai Branch Road,
Baoshan District, Shanghai, China 200436.

Compliance With Section 16(a) of the Exchange Act

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to us under Rule 16a-3(d) of the Securities Exchange Act during the
fiscal year ended December 31, 2005 and Forms 5 and amendments thereto furnished
to us with respect to the fiscal year ended December 31, 2005, as well as any
written representation from a reporting person that no Form 5 is required, we
are not aware that any officer, director or 10% or greater shareholder failed to
file on a timely basis, as disclosed in the aforementioned Forms, reports
required by Section 16(a) of the Securities Exchange Act during the fiscal year
ended December 31, 2005.

ITEM 10. EXECUTIVE COMPENSATION

                                Cash Compensation

         The following table summarizes all compensation recorded by us in each
of the last three fiscal years for our Chief Executive Officer and each other
executive officers serving as such whose annual compensation exceeded $100,000.

<table>
<caption>
                                                                         Long-Term
                                  Annual Compensation                  Compensation
-------------------------------------------------------------------------------------------------------------------
                                                                    Restricted         Securities
Name and                                    Other Annual               Stock           Underlying
Principal                 Fiscal  Salary   Bonus  Compensation        Awards             Options        All Other
Position                   Year     ($)     ($)     ($)               ($)                 SAR (#)       Compensation
-------------------------------------------------------------------------------------------------------------------

                       <c>    <c>        <c>    <c>               <c>                <c>                <c>

Xue Lian Bian(1)           2005     $10,250 $0       $0                $0                       0                0

Gary Verdier(1)            2004     $0      $0       $0                $0                   20,000               0
                           2003     $0      $0       $0                $0                        0               0

Daniel Zipkin(2)           2004     $0      $0       $0                $0                        0               0

                           2003     $7,500  $0       $0                $0                        0               0
</table>

                                      -48-
<page>


(1) Mr. Bian has served as our Chief Executive Officer, President and director
since May 2, 2005.

(2) Gary Verdier served as our CEO and President from December 28, 1999 to
August 2000, from February 21, 2001 to September 19, 2003 and October 31, 2004
to May 2, 2005. On August 24, 2004 the Board of Directors granted him a
five-year option to purchase 10,000 shares of common stock at an exercise price
of $0.15 and on January 3, 2004 the Board of Directors granted him a five option
to purchase 10,000 shares of common stock at an exercise price of $1.00 per
share.

(3) Mr. Zipkin served as Chief Executive Officer from September 19, 2003 to
October 30, 2003.

                      Option/SAR Grants in Last Fiscal Year

         The following table sets forth information concerning individual grants
of options made during Fiscal 2005 to the named executive officers.


                                       % of Total
               Number of Shares       Options Granted    Exercise or
              Underlying Options     to Employees in    Base Price    Expiration
                 Granted (#)           Fiscal Year
($/Sh) Date
--------------------------------------------------------------------------------

Xue Lian Bian        None

               Aggregated Option/SAR Exercises in Last Fiscal Year
                      and Fiscal Year-End Option/SAR Values

         The following table indicates each exercise of stock options (or tandem
SARS) and freestanding SARS during the last fiscal year by each of the named
executive officers and the fiscal year end value of unexercised options and
SARs.

<table>
<caption>

                  Shares                             Number of Securities Underlying    Value of Unexercised
                  Acquired on        Value            Unexercised Options/SARs at      In-the-money Options/SARs at
                  Exercise (#)      Realized ($)               FY End (#)                     FY End (#)
Name                                                 Exercisable       Unexercisable    Exercisable    Unexercisable
--------------------------------------------------------------------------------------------------------------------

             <c>
Xue Lian Bian     None

</table>

                                      -49-
<page>


Stock Option Plans

Year 2000 Equity Compensation Plan

         On October 10, 2000, our Board of Directors adopted our Year 2000
Equity Compensation Plan under which a total of 540,000 shares of common stock
are made available for the granting of awards, a portion or all of which may
qualify as incentive stock options, non-incentive stock options and restricted
stock grants. The purpose of the plan, which was approved by our shareholders on
November 10, 2000, is to encourage stock ownership by our officers, directors,
key employees and consultants, and to give such persons a greater personal
interest in the success of our business and an added incentive to continue to
advance and contribute to us.. If any option or restricted stock grant expires
or terminates before it has been exercised in full, the shares of common stock
allocable to the unexercised portion of such option or restricted stock grant
may again be subject to an option or restricted stock grant under the 2000
Equity Compensation Plan. The number of shares available and subject to options,
option prices and, to the extent applicable, the number of shares subject to any
restricted stock grant will be adjusted upward or downward, as the case may be,
in the event of any subdivision or consolidation of shares or other capital
readjustment, stock dividend, merger, consolidation or similar transaction
affecting the shares. At March 31, 2006 we did not had any options to purchase
shares of our common stock outstanding under the plan.

         The 2000 Equity Compensation Plan is administered by our Board of
Directors who have the sole authority to determine which eligible employees of
our company receive options and restricted stock grants under the plan, the
times when options and restricted stock grants are granted, the number of shares
covered by the option and restricted stock grant, the provisions of any
agreement and when options may be exercised or when restricted stock grants
become vested. In addition, the Board has the power and authority to construe
and interpret the Plan.

         Stock options may be granted by the Board at prices determined in the
discretion of the Board, provided that the option price must be at least equal
to the fair market value of the common stock on the date of the grant. The
option price is payable in cash, common stock or such other form of payment as
may be determined by the Board. The exercise price of an incentive stock option
must be at least equal to the fair market value of our common stock on the date
of grant or 110% of such value in the case of options granted to an individual
who is a 10% or greater shareholder of our company.

         An optionee generally may exercise an option only while an employee of
our company. If an optionee becomes disabled or dies while in the employ of our
company, the option may be exercised within one year of the optionee's death or
termination due to disability. The expiration date of an option will be
determined by the Board at the time of the grant, but in no event will an
incentive stock option be exercisable after the expiration of 10 years from the
date of grant or five years in the case of incentive options granted to a 10% or
greater shareholder. The Board may grant to an eligible individual shares of our
common stock subject to specified restrictions on transferability and vesting as
provided in a written grant agreement or resolutions in which the restricted
stock grant is adopted and approved by the Board. Restricted stock grants may be
made in lieu or cash compensation or as additional compensation. The Board may
also make restricted stock grants contingent on pre-established performance
goals determined by the Board. Except for certain transfers that may be
permitted by the Board, no option or restricted stock grant may be transferred
by an eligible individual other than by will or the laws of descent or
distribution.

                                      -50-
<page>

         The 2000 Equity Compensation Plan terminates on October 10, 2010. The
Board of Directors may at any time amend, suspend or discontinue the plan,
except that no amendment may be made without the approval of the shareholders
which would increase the number of shares subject to the plan, materially change
the designation of the class of employees eligible to receive options, remove
the administration of the plan from the Board or a committee of the Board or
materially increase the benefits accruing to participants under the plan.

Non-Qualified Stock Option Plan

         On December 21, 2000 our Board of Directors adopted our Non-Qualified
Stock Option Plan under which a total of 200,000 shares of common stock are made
available for granting of non-qualified stock options to officers, directors,
employees and key advisors or consultants. The purpose of the plan is to
encourage the participants to contribute materially to our growth. If any option
expires or terminates before it has been exercised in full, the shares of common
stock allocable to the unexercised portion of such option may again be subject
to an option under the Non Qualified Stock Option Plan. The number of shares
available and subject to options and option prices will be adjusted upward or
downward, as the case may be, in the event of any subdivision or consolidation
of shares or other capital readjustment, stock dividend, merger, consolidation
or similar transaction affecting the shares. At March 31, 2006 we did not had
any options to purchase shares of our common stock outstanding under the plan.

         The Non-Qualified Stock Option Plan is administered by our Board of
Directors who have the sole authority to determine which who is eligible to
receive grants of non-qualified options under the plan, the times when options
are granted, the number of shares covered by the option, the provisions of any
agreement and when options may be exercised. In addition, the Board has the
power and authority to construe and interpret the Plan.

         Stock options may be granted by the Board at prices determined in the
discretion of the Board and the exercise price of the option may be greater
than, or less than, the fair market value of our common stock. The option price
is payable in cash, common stock or such other form of payment as may be
determined by the Board. An optionee generally may exercise an option only while
the grantee is employed by us or otherwise providing our company services. If an
optionee becomes disabled or dies while in the employ of our company or while
otherwise providing services to us, the option may be exercised within 90 days
after optionee's death or termination due to disability. The expiration date of
an option will be determined by the Board at the time of the grant, but in no
event will a stock option be exercisable after the expiration of 10 years from
the date of grant. Except for certain transfers that may be permitted by the
Board, no option may be transferred by an eligible individual other than by will
or the laws of descent or distribution.

         The 2000 Equity Compensation Plan terminates on December 21, 2010. The
Board of Directors may at any time amend, suspend or discontinue the plan,
except that no amendment may be made without the approval of the shareholders
which would increase the number of shares subject to the plan, materially change
the designation of the class of employees eligible to receive options, remove
the administration of the plan from the Board or a committee of the Board or
materially increase the benefits accruing to participants under the plan.

                                      -51-
<page>

2005 Equity Compensation Plan

         On June 28, 2005, our Board of Directors adopted our 2005 Equity
Compensation Plan under which 5,000,000 shares of our common stock have been
reserved for issuance upon the exercise of options or stock grants under the
plan. Our officers, directors, key employees and consultants are eligible to
receive stock grants and non-qualified options under the Plan. Only our
employees are eligible to receive incentive options. The purpose of the 2005
Equity Compensation Plan is to encourage stock ownership by our officers,
directors, key employees and consultants, and to give such persons a greater
personal interest in the success of our business and an added incentive to
continue to advance and contribute to us. Shares used for stock grants and plan
options may be authorized and unissued shares or shares reacquired by us,
including shares purchased in the open market. Shares covered by plan options
which terminate unexercised will again become available for grant as additional
options, without decreasing the maximum number of shares issuable under the
plan, although such shares may also be used by us for other purposes. As of
March 31, 2006 we had no outstanding options or stock grants under the plan and
there were 3,000,000 shares available for issuance under the 2005 Equity
Compensation Plan.

         Our Board of Directors, or a committee of the Board, administers the
2005 Equity Compensation Plan including, without limitation, the selection of
the persons who will be awarded stock grants and granted options, the type of
options to be granted, the number of shares subject to each option and the
exercise price. Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified options. In addition, the plan allows for the inclusion of a
reload option provision, which permits an eligible person to pay the exercise
price of the option with shares of common stock owned by the eligible person and
receive a new option to purchase shares of common stock equal in number to the
tendered shares. Any incentive option granted under the Plan must provide for an
exercise price of not less than 100% of the fair market value of the underlying
shares on the date of grant, but the exercise price of any incentive option
granted to an eligible employee owning more than 10% of our outstanding common
stock must not be less than 110% of fair market value on the date of the grant.
The exercise price of non-qualified options shall be determined by the Board of
Directors, but shall not be less than the par value of our common stock on the
date the option is granted.

         The term of each plan option and the manner in which it may be
exercised is determined by the Board of Directors or the committee, provided
that no option may be exercisable more than 10 years after the date of its grant
and, in the case of an incentive option granted to an eligible employee owning
more than 10% of the common stock, no more than five years after the date of the
grant. The plan provides that, with respect to incentive stock options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of common stock, with respect to which incentive stock options are
first exercisable by any option holder during any calendar year shall not exceed
$1,000,000. Unless the plan is approved by our shareholders within one year of
the effective date, no incentive stock options may be granted and all incentive
stock options that may have been previously granted shall automatically be
converted into non-qualified stock options. As of the date of this annual report
we have not submitted the 2005 Equity Compensation Plan to our shareholders for
approval.

         The plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the plan or subject to
unexercised options and in the purchase price per share under such options. Any
adjustment, however, does not change the total purchase price payable for the
shares subject to outstanding options. In the event of our proposed dissolution
or liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the Board of Directors
may declare that each option granted under the plan shall terminate as of a date
to be fixed by the Board of Directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant shall have the right, during the period of
30 days preceding such termination, to exercise the participant's option, in
whole or in part, including as to options not otherwise exercisable.

                                      -52-
<page>

         Plan options are exercisable by delivery of written notice to us
stating the number of shares with respect to which the option is being
exercised, together with full payment of the purchase price therefore. Payment
is to be in the form of cash, checks, certified or bank cashier's checks,
promissory notes secured by the shares issued through exercise of the related
options, shares of common stock or in such other form or combination of forms
which may be acceptable to the Board of Directors, provided that any loan or
guarantee by us of the purchase price may only be made upon resolution of the
Board that such loan or guarantee is reasonably expected to benefit us.

         All plan options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee shall die while
our employee or within three months after termination of employment by us
because of disability, or retirement or otherwise, such options may be
exercised, to the extent that the optionee shall have been entitled to do so on
the date of death or termination of employment, by the person or persons to whom
the optionee's right under the option pass by will or applicable law, or if no
such person has such right, by his executors or administrators.

         In the event of termination of employment because of death while an
employee or because of disability, the optionee's options may be exercised not
later than the expiration date specified in the option or one year after the
optionee's death, whichever date is earlier, or in the event of termination of
employment because of retirement or otherwise, not later than the expiration
date specified in the option or one year after the optionee's death, whichever
date is earlier. If an optionee's employment by us terminates because of
disability and such optionee has not died within the following three months, the
options may be exercised, to the extent that the optionee shall have been
entitled to do so at the date of the termination of employment, at any time, or
from time to time, but not later than the expiration date specified in the
option or one year after termination of employment, whichever date is earlier.

         If an optionee's employment terminates for any reason other than death
or disability, optionee may exercise the options to the same extent that the
options were exercisable on the date of termination, for up to three months
following such termination, or on or before the expiration date of the options,
whichever occurs first. In the event that the optionee was not entitled to
exercise the options at the date of termination or if the optionee does not
exercise such options (which were then exercisable) within the time specified
herein, the options will terminate. If an optionee's employment terminates for
any reason other than death, disability or retirement, all right to exercise the
option terminate not later than 90 days following the date of such termination
of employment.

         The Board of Directors may amend, suspend or terminate the plan at any
time. Unless the plan shall have been earlier suspended or terminated by the
Board of Directors, the 2005 Equity Compensation Plan terminates on June 28,
2015.

                                      -53-
<page>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

         At March 15, 2006, there were 45,304,139 shares of our common stock
issued and outstanding which is our only outstanding class of voting securities.
The following table sets forth, as of that date, information known to us
relating to the beneficial ownership of these shares by:

        o   each person who is the beneficial owner of more than 5% of the
            outstanding shares of common stock;
        o   each director;
        o   each executive officer; and
        o   all executive officers and directors as a group.

Unless otherwise indicated, the address of each beneficial owner in the table
set forth below is care of No. 476 Hutai Branch Road, Baoshan District Shanghai,
China 200436.

         We believe that all persons named in the table have sole voting and
investment power with respect to all shares of beneficially owned by them. Under
securities laws, a person is considered to be the beneficial owner of securities
he owns and that can be acquired by him within 60 days from March 15, 2006 upon
the exercise of options, warrants, convertible securities or other
understandings. We determine a beneficial owner's percentage ownership by
assuming that options, warrants or convertible securities that are held by him,
but not those held by any other person and which are exercisable within 60 days
of March 15 2006, have been exercised or converted. Unless otherwise noted, the
address of each of these principal shareholders is our principal executive
offices.

Name of                      Amount and Nature of                    Percentage
Beneficial Owner              Beneficial Ownership                     of Class

Xue Lian Bian                       22,670,919                             50.0%
Wei Guan                            13,602,551                             30.1%
All officers and directors
as a group (two persons)            36,273,470                             80.1%
Marc Siegel (1)                      3,545,052                              7.5%
Dr. James Wang (2)                   3,800,000                              8.3%
David Stein (3)                      3,080,000                              1.4%
Professor Ting Ting Shan(4)          2,775,26                               5.9%

(1) Mr. Siegel's address is 5301 North Federal Highway, Suite 120, Boca Raton,
Florida 33487. The number of securities beneficially owned by Mr. Siegel
includes:

         *       A 40% interest of 955,000 (382,000) shares of our common stock
                 which are presently outstanding and a 40% interest in common
                 stock purchase warrants to purchase 2,125,000 (850,000) shares
                 of common stock with an exercise price of $0.20 per share owned
                 of record by China Direct Investments, Inc. China Direct
                 Investments, Inc. is owned by Dr. James Wang and in his
                 capacity as CEO has the authority to vote and dispose of those
                 shares. Marc Siegel is an employee of China Direct Investments,
                 Inc. holding a 40% interest,

                                      -54-
<page>


         *       875,000 shares of our common stock issuable upon the conversion
                 of shares of Series A Convertible Preferred Stock and 875,000
                 shares of common stock issuable upon the exercise of
                 outstanding common stock purchase warrants with an exercise
                 price of $0.20 per share. Mr. Marc Siegel has voting and
                 dispositive control over securities held by Edge Capital
                 Partners, Ltd.,

         *       A 20% interest in 900,000 (180,000) shares of common stock
                 which are presently outstanding, and a 20% interest in 907,630
                 (181,526) shares of common stock issuable upon the conversion
                 of shares of our Series

         *      A  Convertible  Preferred  Stock and a 20%  interest in 907,630
                (181,526) shares  issuable  upon the exercise of  outstanding
                common stock  purchase  warrants with an exercise  price of
                $0.10 per share owned of record by CIIC Investment Banking
                Services (Shanghai) Company, Limited.  Professor Shan is
                the  General  Manager  and a  member  of the  Board  of
                Directors  of CIIC Investment  Banking Services  (Shanghai)
                Company,  Limited and as such has voting and dispositive control
                over securities held by that company.  Marc Siegel is a 20%
                shareholder of CIIC Investment Banking Services  (Shanghai)
                Company, Limited, and

         *      20,000 shares of our common stock held by Marc Siegel.

         The number of shares beneficially owned by Mr. Siegel excludes:

         *        500,000 shares of common stock issuable upon the conversion of
                  shares of Series B 6% Cumulative Preferred Stock
                  and 1,000,000 shares of common stock issuable upon the
                  exercise of outstanding common stock purchase warrants with
                  exercise prices ranging from $0.20 to $0.30 per share which
                  owned of record by Edge Capital Partners, Ltd. Mr. Marc Siegel
                  has voting and dispositive control over securities held by
                  Edge Capital Partners, Ltd., and

         *        250,000 shares of our common stock issuable upon the
                  conversion of shares of our Series B 6% Cumulative Convertible
                  Preferred Stock and 500,000 shares of common stock issuable
                  upon the exercise of outstanding common stock purchase
                  warrants with exercise prices ranging from $0.20 to $0.30 per
                  share owned of record by Edge LLC. Mr. Marc Siegel has voting
                  and dispositive control over securities held by Edge LLC.

         The Series B 6% Cumulative Preferred Stock and associated common stock
purchase warrants are not convertible or exercisable to the extent that (a) the
number of shares of our common stock beneficially owned by the holder and (b)
the number of shares of our common stock issuable upon the exercise of the
warrants would result in the beneficial ownership by holder of more than 4.99%
of our then outstanding common stock. This ownership limitation can be waived by
the holder upon 61 days notice to us.

                                      -55-
<page>

(2) Dr. Wang's address is 5301 North Federal Highway, Suite 120, Boca Raton,
Florida 33487. The number of securities beneficially owned by Dr. Wang includes:

         *        955,000 shares of our common stock which are presently
                  outstanding and common stock purchase warrants to purchase
                  2,125,000 shares of common stock with an exercise price of
                  $0.20 per share owned of record by China Direct Investments,
                  Inc. China Direct Investments, Inc. is owned by Dr. James Wang
                  and in his capacity as CEO has the authority to vote and
                  dispose of those shares.

         *       A 40% interest in 875,000 (350,000) shares of our common stock
                 issuable upon the conversion of shares of Series A Convertible
                 Preferred Stock and a 40% interest in 875,000 (350,000) shares
                 of common stock issuable upon the exercise of outstanding
                 common stock purchase warrants with an exercise price of $0.20
                 per share. Mr. Marc Siegel has voting and dispositive control
                 over securities held by Edge Capital Partners, Ltd. Dr. Wang is
                 an investor in Edge Capital Partners, Ltd. holding a 40%
                 interest, and

         *       20,000 shares of our common stock held by Dr. Wang.

         The number of shares beneficially owned by Dr. Wang excludes:

         *        A 40% interest in 500,000 (200,000) shares of common stock
                  issuable upon the conversion of shares of Series B 6%
                  Cumulative Preferred Stock and a 40% interest in
                  1,000,000 (400,000) shares of common stock issuable upon the
                  exercise of outstanding common stock purchase warrants with
                  exercise prices ranging from $0.20 to $0.30 per share which
                  owned of record by Edge Capital Partners, Ltd.  Mr. Marc
                  Siegel has voting and dispositive control over securities
                  held by Edge Capital Partners, Ltd.  Dr. Wang is an investor
                  in Edge Capital  Partners, Ltd. holding a 40% interest,,

(3) Mr. Stein's address is 5301 North Federal Highway, Suite 120, Boca Raton,
Florida 33487. The number of securities beneficially owned by Mr. Stein
includes:

         *        A 20% interest in 955,000 (191,000) shares of our common stock
                  which are presently outstanding and a 20% interest in common
                  stock purchase warrants to purchase 2,125,000 (425,000) shares
                  of common stock with an exercise price of $0.20 per share
                  owned of record by China Direct Investments, Inc. China Direct
                  Investments, Inc. is owned by Dr. James Wang and in his
                  capacity as CEO has the authority to vote and dispose of those
                  shares. David Stein is an employee of China Direct
                  Investments, Inc. holding a 20% interest., and

         *        20,000 shares of our common stock held by Mr. Stein.

                                      -56-
<page>

         The number of securities beneficially owned by Mr. Stein excludes:

         *        250,000 shares of our common stock issuable upon the
                  conversion of shares of our Series B 6% Cumulative
                  Convertible Preferred Stock and 500,000 shares of common
                  stock issuable upon the exercise of outstanding common stock
                  purchase warrants with exercise prices ranging from $0.20
                  to $0.30 per share owned by him.  The Series B 6% Cumulative
                  Convertible Preferred Stock and associated common stock
                  purchase warrants are not convertible or exercisable to the
                  extent that (a) the number of shares of our common stock
                  beneficially owned by the holder and (b) the  number of shares
                  of our common stock issuable upon the exercise of the warrants
                  would result in the beneficial ownership by holder of more
                  than 4.99% of our then outstanding common stock.

(4) Professor Shan's address is 25/F West Wing, Hanwei Plaza, 7 Guanghuala, Chao
Yang District, Beijing 100004, PRC. The number of securities beneficially owned
by Professor Shan includes:

         *        30,000 shares issuable upon the conversion of shares of our
                  Series A Convertible Preferred Stock and 30,000 shares
                  issuable upon the exercise of outstanding common stock
                  purchase warrants with an exercise price of $0.10 per share,
                  and

         *        900,000 shares of common stock which are presently
                  outstanding, 907,630 shares of common stock issuable upon the
                  conversion of shares of our Series A Convertible Preferred
                  Stock and 907,630 shares issuable upon the exercise of
                  outstanding common stock purchase warrants with an exercise
                  price of $0.10 per share owned of record by CIIC Investment
                  Banking Services (Shanghai) Company, Limited. Professor Shan
                  is the General Manager and a member of the Board of Directors
                  of CIIC Investment Banking Services (Shanghai) Company,
                  Limited and as such has voting and dispositive control over
                  securities held by that company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Likang is engaged in business activities with Shanghai Likang
Pharmaceuticals Technology Company, Limited, an affiliated entity. Messrs.
Xuelian Bian and Wei Guan, our officer, directors and principal shareholders,
are the shareholders of Shanghai Likang Pharmaceuticals Technology Company,
Limited, owning 90% and 10%, respectively. We previously leased approximately
21,500 square feet of manufacturing space from Shanghai Likang Pharmaceuticals
Technology Company, Limited for approximately $11,500 annually. In the fourth
quarter of fiscal 2005 we recorded a transaction with Shanghai Likang
Pharmaceuticals Technology Company, Limited and Mr. Bian under which we
purchased this previously leased building for $333,675. We paid for this
purchase through a reduction in the accounts receivable owed us by Shanghai
Likang Pharmaceuticals Technology Company, Limited.

         Shanghai Likang Pharmaceuticals Technology Company, Limited distributes
our products to the commercial medical industry. For the fiscal years ended
December 31, 2005 and 2004, we recorded net revenues of $1,933,043 and
$1,698,923, respectively, from sales to that related party. At December 31, 2005
Shanghai Likang Pharmaceuticals Technology Company, Limited owed us $870,652 as
a related party receivable for products purchased from us.

                                      -57-
<page>

         In December 2005 we loaned Shanghai Likang Pharmaceuticals Technology
Company, Limited $100,000 for working capital purposes. The loan bears interest
at the rate of 3% per annum. The principal and interest were paid in April 2006.

         Likang is engaged in business activities with other related entities,
including:

         o  Shanghai Likang Meirui Pharmaceutical High-Tech Co., Limited.

          Shanghai Likang Meirui Pharmaceutical  High-Tech Co., Ltd. is a
supplier  of both raw  materials  and  finished  products  to Likang and it
purchases products from us which it resells to the retail/consumer market in the
PRC.  Shanghai  Shanhai  Group is the majority  owner of Shanghai  Likang Meirui
Pharmaceutical High-Tech Co., Ltd., owning a 68% interest.

          Specifically  Shanghai  Likang Meirui  Pharmaceutical  High-Tech  Co.,
Ltd. provides Likang with Ozone producing device equipment and Ultraviolet
radiation lamp lights to Likang. In addition, under the terms of a two year
agreement entered into in January 2005 Shanghai Likang Meirui Pharmaceuticals
High-Tech Co., Ltd. produces the Lvshaxing Air Disinfectant Machine and Likang
Surgery hand-washing table for Likang. For the years ended December 31, 2005 and
2004 we purchased products from this affiliate totaling $48,489 and $389,400,
respectively. We did not owe Shanghai Likang Meirui Pharmaceutical High-Tech
Co., Ltd. any monies at December 31, 2005.

         In January 2005 Likang signed a two year agreement with Shanghai Likang
Meirui Pharmaceutical High-Tech Co., Ltd. to market its products to the
retail/consumer market using Shanghai Likang Meirui Pharmaceutical High-Tech Co.
Ltd.'s proprietary sales network which caters to the retail/consumer market in
China. For the fiscal years ended December 31, 2005 and 2004, respectively, we
recorded net revenues on sales to this affiliate of $23,987 and $67,356,
respectively. At December 31, 2005, Shanghai Likang Meirui Pharmaceuticals
High-Tech Company owed us $1,718.

         o Shanghai Shanhai Group.

         Shanghai Shanhai Group, which is the minority shareholder of our Likang
subsidiary, is owned by Shanghai Shanhai Group Employee Share-holding Committee
(16.25%) and Shanghai Baoshan District Dachang Town South Village Economic
Cooperation Club (83.75%). These two entities are owned by the employees of
Shanghai Shanhai Group. We lease our principal executive offices and warehouse
space from Shanghai Shanhai Group for approximately $32,000 a year. Shanghai
Shanhai Group also holds the land use permit for the principal executive office
building.

         At December 31, 2005, we owed $15,000 to Mr. Gary Verdier, a
shareholder and our former CEO, for working capital advanced to our subsidiary,
Aerisys. The advances were non-interest bearing and were payable on demand.
Subsequent to December 31, 2005, this liability was assumed by Mr. Verdier under
the terms of his purchase of the stock of Aerisys as described earlier in this
annual report under Item 1. Description of Business - History of our Company.


                                      -58-
<page>

         For the fiscal year ended December 31, 2004, prior to our acquisition
of Linkwell, Likang made distributions to its shareholders, Shanghai Likang
Pharmaceuticals Technology Company, Limited and Shanghai Shanhai Group, in the
aggregate amount of $559,633. The shareholder distribution was paid on a
pro-rata basis to these shareholders. The amount of the distribution was
determined by the shareholders and was equal to Likang's retained earnings prior
to the distribution. Shanghai Likang Pharmaceuticals Technology Company, Limited
is owned by Messrs. Bian and Guan, our officers and directors.

            In January 2005 Likang borrowed $161,533 from Shanghai Shanhai Group
for working capital purposes. The loan bears interest at 10% per annum and is
payable on demand. For the year ended December 31, 2005, interest expense
related to this note amounted to $16,282

         In January 2005 Likang also entered into a five year agreement with
Shanghai Shanhai Group whereby it agreed to pay Shanghai Shanhai Group a fixed
amount of $9,375 annually which represents a return on its original investment
in Likang of RMB 500,000 (approximately $62,500 U.S.). We have recorded interest
expense of $9,375 for the fiscal year ended December 31, 2005 for this
obligation.

Other related party transactions

         In May 2005, in connection with our acquisition of Linkwell Tech, we
issued an aggregate of 1,855,000 shares of common stock for services related to
share exchange agreement. China Direct Investments, Inc. received 955,000 shares
of our common stock as compensation for their services in negotiating the terms
of the share exchange it assigned CIIC Investment Banking Services (Shanghai)
Company, Limited the remaining 900,000 shares of our common stock as a finder's
fee for the identification of Linkwell Tech. China Direct Investments, Inc. and
CIIC Investment Banking Services (Shanghai) Company, Limited are affiliates.

            In August 2005, we engaged China Direct Investments, Inc. as a
consultant to advise the our management in areas related to marketing and
operational support in the U.S., media and public relations, mergers and
acquisitions, financial advisory and SEC disclosure compliance, in addition to
providing us with translation services for both English and Chinese documents.
Under the terms of one year agreement, we issued China Direct Investments, Inc.
2,000,000 shares of the our common stock, valued at $160,000, as compensation
for its services, and granted it three year warrants to purchase 2,125,000
shares of our common stock at an exercise price of $0.20 per share commencing in
January 2006.

                                      -59-
<page>

ITEM 13. EXHIBITS

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

EXHIBIT NO.                                 DESCRIPTION

2.1               Stock Purchase Agreement between HBOA.Com, Inc., Philip J.
                  Davis and John C. Lee dated November 17, 1999 (1)
2.2               Amendment No. 1 to the Stock Purchase Agreement between
                  HBOA.Com, Inc., Phillip J. Davis and John C. Lee dated
                  December 28, 1999 (1)
2.3               Stock Exchange Agreement dated May 2, 2005 by and among
                  Kirshner Entertainment & Technologies, Inc., Gary Verdier,
                  Linkwell Tech Group, Inc. and the shareholders of Linkwell (2)
3.1               Articles of Incorporation (3)
3.2               Articles of Amendment to Articles of Incorporation (4)
3.3               Articles of Amendment to Articles of Incorporation (5)
3.4               Articles of Amendment to Articles of Incorporation (6)
3.5               Articles of Amendment to the Articles of Incorporation (11)
3.6               Bylaws (3)
3.7               Articles of Amendment to the Articles of Incorporation (12)
4.1               Form of common stock purchase warrant (7)
4.2               Form of Class A and Class B Common Stock Purchase Warrants(12)
10.1              HBOA Holdings, Inc. - Year 2000 Equity Compensation Plan (8)
10.2              HBOA Holdings, Inc. - Non-Qualified Stock Option Plan (9)
10.3              Kirshner Entertainment & Technologies, Inc. 2005 Equity
                  Compensation Plan (10)
10.4              Consulting and Management Agreement dated August 24, 2005
                  between Linkwell Corporation and
                  China Direct Investments, Inc.  (15)
10.5              Form of Subscription Agreement for $1,500,000 unit
                  offering (11)
10.6              Form of agreement between Shanghai Likang Disinfectant
                  High-Tech Company, Limited and its customers (12)
10.7              Form of agreement between Shanghai Likang Disinfectant High-
                  Tech Company, Limited and its suppliers (12)
10.8              Sales Agreement dated as of January 1, 2005 between Shanghai
                  Likang Disinfectant High-Tech Co., Ltd. and Shanghai Likang
                  Meirui Pharmaceutical High-Tech Co., Ltd. (15)
10.9              Lease Agreement effective January 1, 2005 between Shanghai
                  Likang Disinfectant High-Tech Co., Ltd. and Shanghai Shanhai
                  Group for principal executive offices (15)
10.10             Lease Agreement effective January 1, 2002 between Shanghai
                  Likang Pharmaceuticals Co., Ltd. and Shanghai Likang
                  Disinfectant High-Tech Co. Ltd. (15)
10.11             Lease Agreement effective January 1, 2005 between Shanghai
                  Jinshan Zhuhang Plastic Lamp Factory, Ltd. and Shanghai Likang
                  Disinfectant High-Tech Co. Ltd. (15)
10.12             Manufacturing Agreement dated as of January 1, 2005 between
                  Shanghai Likang Disinfectant  High-Tech Co., Ltd. and
                  Shanghai Likang Meirui Pharmaceutical High-Tech Co., Ltd. (15)
10.13             Stock Purchase Agreement effective February 6, 2006 between
                  Linkwell Corporation, Aerisys Incorporated and Gary
                  Verdier (13)
10.14             Asset Purchase Agreement dated February 6, 2006 between
                  Shanghai Likang Disinfectant High-Tech Company, Limited,
                  Shanghai Likang Pharmaceuticals Technology Company and
                  Xuelian Bian (13)
10.15             Distribution Agreement dated January 1, 2005 between Shanghai
                  Shanhai Group and Shanghai Likang Disinfectant High-Tech
                  Co., Ltd.  (15)
14.1              Code of Business Conduct and Ethics (15)
23.1              Consent of Sherb & Co., LLP *
31.1              Certification of Chief Executive Officer pursuant to Section
                     302 of the Sarbanes-Oxley Act of 2002 *
31.2              Certification of Principal and Accounting Financial Officer
                     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1              Certification of Chief Executive Officer pursuant to Section
                     906 of the Sarbanes-Oxley Act of 2002 *

*        filed herewith

                                      -60-
<page>

(1)      Incorporated by reference to the Current Report Form 8-K dated December
         30, 1999.
(2)      Incorporated by reference to Current Report on For 8-K as filed on May
         6, 2005.
(3)      Incorporated by reference to the definitive Proxy Statement filed as
         filed on October 24, 2000.
(4)      Incorporated by reference to the definitive Information Statement as
         filed on June 23, 2003.
(5)      Incorporated by reference to the definitive Information Statement as
         filed on March 3, 2005.
(6)      Incorporated by reference to the Current Report on Form 8-K as filed on
         May 13, 2005.
(7)      Incorporated by reference to the Current Report on Form 8-K as filed on
         July 6, 2005.
(8)      Incorporated by reference to Post Effective Amendment No. 1 to the
         Registration Statement on Form S-8 as filed on December 14, 2000.
(9)      Incorporated by reference to the Registration Statement on Form S-8 as
         filed on December 21, 2000.
(10)     Incorporated by reference to the Current Report on Form 8-K as filed on
         August 4, 2005.
(11)     Incorporated by reference to the Current Report on Form 8-K as filed on
         January 3, 2006.
(12)     Incorporated by reference to the Current Report on Form 8-K/A as filed
         on July 19, 2005.
(13)     Incorporated by reference to the Current Report on Form 8-K as filed on
         February 7, 2006.
(14)     Incorporated by reference to the Current Report on Form 8-K as filed on
         May 16, 2005.
(15)     Incorporated by reference to the registration statement on Form SB-2,
         SEC File No. 333-131666, as amended.

ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

            Sherb & Co, LLP and Berkovits, Lago & Company, LLP served as our
independent registered public accounting firms for fiscal 2005 and fiscal 2004,
respectively. The following table shows the fees that were billed for the audit
and other services provided by the firm for each of fiscal 2005 and 2004.

                                      Fiscal 2005           Fiscal 2004
                                       -----------          -----------
Audit Fees                          $     65,000            $    16,000
Audit-Related Fees                             0                  2,900
Tax Fees                                       0                      0
All Other Fees                                 0                      0
                                    --------------         --------------

Total                               $    65,000             $    18,900
                                    ==============          ==============

         Audit Fees -- This category includes the audit of our annual financial
statements, review of financial statements included in our Form 10-QSB Quarterly
Reports and services that are normally provided by the independent auditors in
connection with engagements for those fiscal years. This category also includes
advice on audit and accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements.

         Audit-Related Fees -- This category consists of assurance and related
services by the independent auditors that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported above under "Audit Fees" The services for the fees disclosed under this
category include consultation regarding our correspondence with the SEC and
other accounting consulting.

                                      -61-
<page>

         Tax Fees -- This category consists of professional services rendered by
our independent auditors for tax compliance and tax advice. The services for the
fees disclosed under this category include tax return preparation and technical
tax advice.

         All Other Fees -- This category consists of fees for other
miscellaneous items.

         Our Board of Directors has adopted a procedure for pre-approval of all
fees charged by the our independent auditors. Under the procedure, the Board
approves the engagement letter with respect to audit, tax and review services.
Other fees are subject to pre-approval by the Board, or, in the period between
meetings, by a designated member of Board. Any such approval by the designated
member is disclosed to the entire Board at the next meeting. The audit and tax
fees paid to the auditors with respect to fiscal year 2005 were pre-approved by
the entire Board of Directors.

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                    Linkwell Corporation

Dated: November 7, 2006
                              By: /s/ Xue Lian Bian
                            -------------------
                            Xue Lian Bian, CEO, President,
                            Principal executive officer principal financial and
                            accounting officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

         Signature                      Title                      Date

/s/ Xue Lian Bian                CEO, President, Chairman,      November 7, 2006
---------------------------      principal executive officer
Xue Lian Bian                    and principal financial and
                                 accounting officer


/s/ Wei Guan                     Vice President, Secretary      November 7, 2006
---------------------------      and director
Wei Guan


                                      -62-
<PAGE>










                      LINKWELL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005







<page>















                      LINKWELL CORPORATION AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS









                                    CONTENTS


      Report of Independent Registered Public Accounting Firm................F-2

       Consolidated Financial Statements:

           Consolidated Balance Sheet........................................F-3

           Consolidated Statements of Operations.............................F-4

           Consolidated Statements of Stockholders' Equity...................F-5

           Consolidated Statements of Cash Flows.............................F-6

       Notes to Consolidated Financial Statements....................F-7 to F-24













                                       F-1





<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Linkwell Corporation and Subsidiaries
Shanghai, China


         We have audited the accompanying consolidated balance sheet of Linkwell
Corporation and Subsidiaries as of December 31, 2005 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years ended December 31, 2005 and 2004. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

         We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining
on a test basis, evidence supporting the amount and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

            In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Linkwell Corporation and Subsidiaries as of December 31, 2005, and the results
of their operations and their cash flows for the years ended December 31, 2005
and 2004, in conformity with accounting principles generally accepted in the
United States of America.

As discussed in Note 1, the consolidated financial statements have been
restated.



/s/ Sherb & Co., LLP Certified Public Accountants

Boca Raton, Florida
March 25, 2006 (Except as to Note 1 and as to the effects of the restatement
discussed in Note 1 as to which the date is September 19, 2006)




                                       F-2
<page>




                         LINKWELL CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEET
                                   December 31, 2005
                              (As Restated - See Note 1)
<table>

                                                                              <c>


                                        ASSETS

CURRENT ASSETS:
    Cash                                                                                        $ 1,460,078
    Accounts receivable, net of allowance for doubtful accounts of $13,343                        1,347,163
    Accounts receivable - related parties                                                           872,370
    Inventories                                                                                     968,224
    Prepaid expenses and other                                                                       81,750
    Assets from discontinued operations                                                               9,956
    Loan receivable - related party                                                                 100,000
                                                                                        --------------------

        Total Current Assets                                                                      4,839,541

PROPERTY AND EQUIPMENT - Net                                                                        686,234

OTHER ASSETS                                                                                            734
                                                                                        --------------------

        Total Assets                                                                            $ 5,526,509
                                                                                        ====================


                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Loans payable                                                                                 $ 628,869
    Loan payable - related party                                                                    161,533
    Accounts payable and accrued expenses                                                         1,400,704
    Accrued prefered stock dividends payable                                                         11,240
    Income tax payable                                                                               75,489
    Advances from customers                                                                         126,199
    Liabilities from discontinued operations                                                         22,750
                                                                                        --------------------

        Total Current Liabilities                                                                 2,426,784

MINORITY INTEREST                                                                                   249,170
                                                                                        --------------------

STOCKHOLDERS' EQUITY:
    Preferred stock (No Par Value; 10,000,000 Shares Authorized;
        No shares issued and outstanding)                                                                 -
    Series A convertible preferred stock (No Par Value; 500,000 Shares Authorized;
        375,345 shares issued and outstanding)                                                      277,276
    Series B convertible preferred stock (No Par Value; 1,500,000 Shares Authorized;
        1,500,000 shares issued and outstanding)                                                  1,395,000
    Common Stock ($0.0005 Par Value; 150,000,000 Shares Authorized;
        45,304,139 shares issued and outstanding)                                                    22,652
    Additional paid-in capital                                                                    2,584,562
    Accumulated deficit                                                                          (1,342,936)
    Deferred compensation                                                                          (106,667)
    Other comprehensive gain - foreign currency                                                      20,668
                                                                                        --------------------

        Total Stockholders' Equity                                                                2,850,555
                                                                                        --------------------

        Total Liabilities and Stockholders' Equity                                              $ 5,526,509
                                                                                        ====================
</table>


                 See notes to consolidated financial statements
                                       F-3


<PAGE>



                      LINKWELL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<table>

                                                                  <c>               <c>

                                                                               For the Years
                                                                               Ended December 31,
                                                                       ------------------------------------
                                                                            2005                2004
                                                                       ----------------   -----------------
NET  REVENUES (including net revenues to related parties of $1,957,030
    and $1,766,279 for the years ended December 31, 2005 and 2004,
     respectively                                                          $ 5,465,933         $ 4,422,522

COST OF SALES                                                                3,329,444           3,049,764
                                                                       ----------------   -----------------

GROSS PROFIT                                                                 2,136,489           1,372,758
                                                                       ----------------   -----------------

OPERATING EXPENSES:
     Selling expenses                                                          331,258             258,148
     General and administrative                                                869,555             426,532
                                                                       ----------------   -----------------

        Total Operating Expenses                                             1,200,813             684,680
                                                                       ----------------   -----------------

INCOME FROM OPERATIONS                                                         935,676             688,078
                                                                       ----------------   -----------------

OTHER INCOME (EXPENSE):
     Other income                                                                9,836               8,101
     Registration rights penalty                                               (44,000)                  -
     Interest income                                                             1,327               1,476

     Interest expense - related party                                          (25,657)                  -

     Interest expense                                                          (42,720)            (29,359)
                                                                       ----------------   -----------------

        Total Other Expense                                                   (101,214)            (19,782)
                                                                       ----------------   -----------------

INCOME BEFORE DISCONTINUED OPERATIONS, INCOME TAXES
      AND MINORITY INTEREST                                                    834,462             668,296

DISCONTINUED OPERATIONS:
   Loss from discontinued operations                                           (20,817)                  -
                                                                       ----------------   -----------------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                               813,645             668,296

INCOME TAXES                                                                  (177,177)           (109,732)
                                                                       ----------------   -----------------

INCOME BEFORE MINORITY INTEREST                                                636,468             558,564

MINORITY INTEREST                                                              (92,339)            (55,856)
                                                                       ----------------   -----------------

NET INCOME                                                                     544,129             502,708

CUMULATIVE PREFERRED DIVIDENDS                                                 (11,240)                  -
DEEMED PREFERRED STOCK DIVIDENDS                                            (1,800,276)                  -
                                                                       ----------------   -----------------

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS                     $ (1,267,387)          $ 502,708
                                                                       ================   =================
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE:
   Income (loss) from continuing operations                                    $ (0.03)             $ 0.02
   Loss from discontinued operations                                             (0.00)                  -
                                                                       ----------------   -----------------

   Net income (loss) per common share available to common shareholders         $ (0.03)             $ 0.02
                                                                       ================   =================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   Basic and diluted                                                        41,617,176          36,273,470
                                                                       ================   =================
           See notes to consolidated financial statements
                                F-4


                      LINKWELL CORPORATION AND SUBSIDIARIES CONSOLIDATED
                 STATEMENTS OF STOCKHOLDERS' EQUITY For the Years Ended December
                 31, 2005 and 2004






                                     Series A Preferred  Stock Series B Preferred Stock    Common Stock
                                      ------------------------------------------------  -------------------------
                                       Number of               Number of                 Number of
                                        Shares      Amount      Shares       Amount       Shares       Amount
                                      ----------- ----------  -----------  -----------  ------------ ------------

Balance, December 31, 2003                     -        $ -            -          $ -   36,273,470     $ 18,138

Distributions                                  -          -            -            -            -            -

Net income for the year                        -          -            -            -            -            -
                                      ----------- ----------  -----------  ----------- ------------ ------------

Balance, December 31, 2004                     -          -            -            -   36,273,470       18,138

Recapitalization of company                    -          -            -            -    7,030,669        3,514

Sales of Series A preferred stock        375,345    277,276            -            -            -            -

Sales of Series B preferred stock              -          -    1,500,000    1,395,000            -            -

Common stock issued for services               -          -            -            -    2,000,000        1,000

Deemed preferred stock dividends               -          -            -            -            -            -


Cumulative preferred stock dividend            -          -            -            -            -            -


Comprehensive loss:
    Net income for the year

    Foreign currency translation adjustment    -          -            -            -            -            -
                                      ----------- ----------  -----------  ----------- ------------ ------------

Balance, December 31, 2005               375,345  $ 277,276    1,500,000   $ 1,395,000  45,304,139     $ 22,652
                                      =========== ==========  ===========  =========== ============ ============

</table>


                 See notes to consolidated financial statements
                                      F-5/A


<PAGE>






               LINKWELL CORPORATION AND SUBSIDIARIES CONSOLIDATED
         STATEMENTS OF STOCKHOLDERS' EQUITY For the Years Ended December
                                31, 2005 and 2004


<table>

                                 <c>            <c>             <c>          <c>            <c>

                                        Additional                                   Other        Total
                                         Paid-in     Accumulated     Deferred     Comprehensive Stockholders'
                                         Capital       Deficit      Compensation     Loss        Equity
                                       ------------ -------------  --------------------------- ------------


Balance, December 31, 2003               $ 585,727     $ (18,624)           $ -           $ -    $ 585,241

Distributions                                    -      (559,633)             -             -     (559,633)

Net income for the year                          -       502,708              -             -      502,708
                                       ------------ -------------  ------------- ------------- ------------

Balance, December 31, 2004                 585,727       (75,549)             -             -      528,316

Recapitalization of company                 39,559             -              -             -       43,073

Sales of Series A preferred stock                -             -              -             -      277,276

Sales of Series B preferred stock                -             -              -             -    1,395,000

Common stock issued for services           159,000                     (106,667)            -       53,333

Deemed preferred stock dividends         1,800,276    (1,800,276)             -             -            -


Cumulative preferred stock dividend              -       (11,240)             -             -      (11,240)


Comprehensive loss:
    Net income for the year                              544,129              -                    544,129

    Foreign currency translation adjustment      -             -              -        20,668       20,668
                                       ------------ -------------  ------------- ------------- ------------

Balance, December 31, 2005             $ 2,584,562  $ (1,342,936)    $ (106,667)     $ 20,668  $ 2,850,555
                                       ============ =============  ============= ============= ============


</table>


                 See notes to consolidated financial statements
                                      F-5/B


<page>




                      LINKWELL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (As Restated- - See Note 1)

<table>

                                                             <c>            <c>
                                                                        For the Year
                                                                       Ended December 31,
                                                                 -------------------------------
                                                                      2005            2004
                                                                 --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                        $ 544,129       $ 502,708
    Loss from discontinued operations                                   (20,817)              -
                                                                 --------------- ---------------
    Income from continuing operations                                   564,946         502,708

    Adjustments to reconcile net income from operations to net cash provided by
      (used in) operating activities:
      Depreciation and amortization                                      42,373          34,483
      Minority interest                                                  96,606          55,856
      Allowance for doubtful accounts                                   (23,707)          1,067
      Loss on disposal of property and equipment                          7,402             729
      Stock-based compensation                                           53,333               -
    Changes in assets and liabilities:
      Accounts receivable                                              (218,871)       (382,747)
      Accounts receivable - related party                              (944,741)       (261,304)
      Inventories                                                       (26,913)       (494,340)
      Prepaid and other current assets                                   (3,508)         22,514
      Other assets                                                         (734)              -
      Accounts payable and accrued expenses                             259,200         751,893
      Accounts payable - related party                                 (258,242)        155,106
      Tax payable                                                        75,489               -
      Advances from customers                                          (135,506)        106,528
                                                                 --------------- ---------------
    Net Cash (Used in) Provided by Operating Activities                (512,873)        492,493

    Net Cash Used in Discontinued Operations                             (8,023)              -
                                                                 --------------- ---------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                    (520,896)        492,493
                                                                 --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash received in acquisition                                        2,460               -
      Increase in loan receivable - related party                      (100,000)              -
      Purchase of property, plant and equipment                        (148,053)       (103,724)
                                                                 --------------- ---------------

NET CASH USED IN INVESTING ACTIVITIES                                  (245,593)       (103,724)
                                                                 --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from loans payable                                       326,936         241,546
      Repayment of loans payable                                       (422,705)              -
      Proceeds from loan payable - related party                        161,533               -
      Shareholder distributions                                               -        (559,633)
      Gross proceeds from sale of preferred stock                     1,800,276               -
      Placement fees and other fees paid                               (128,000)              -
                                                                 --------------- ---------------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                   1,738,040        (318,087)
                                                                 --------------- ---------------
EFFECT OF EXCHANGE RATE ON CASH                                          20,668               -
                                                                 --------------- ---------------

NET INCREASE IN CASH                                                    992,219          70,682

CASH  - beginning of year                                               467,859         397,177
                                                                 --------------- ---------------

CASH - end of year                                                  $ 1,460,078       $ 467,859
                                                                 =============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:
    Cash paid for:
        Interest                                                       $ 68,377        $ 29,359
                                                                 =============== ===============
        Income taxes                                                  $ 101,688        $ 91,146
                                                                 =============== ===============
    Non-cash investing and financing activities:
     Accounts receivable - related party exchanged for building       $ 333,675             $ -
                                                                 =============== ===============
</table>

                 See notes to consolidated financial statements.
                                       F-6
<page>


                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

Linkwell was founded on June 22, 2004, as a Florida corporation. On June 30,
2004, Linkwell acquired 90% of Shanghai Likang Disinfectant High-Tech Company,
Ltd. ("Likang") through a stock exchange. Likang is a science and technology
enterprise founded in 1988. Likang is involved in the development, production,
marketing and sale, and distribution of disinfectant health care products.

Likang's products are utilized by the hospital and medical industry in China.
Likang has developed a line of disinfectant product offerings. Likang regards
the hospital disinfecting products as the primary segment of its business.
Relying on its research and development strength, unique technology and the
competitive advantages of the numerous professional staff rooms of Second
Military Medical University, it has developed and manufactured several series
products in the field of skin mucous disinfection, hand disinfection,
surrounding articles disinfection, medical instruments disinfection and air
disinfection.

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

Basis of presentation

The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America ("US GAAP"). The
consolidated financials statements of the Company include the accounts of its
wholly-owned subsidiary, Linkwell Tech Group, Inc., and its 90%-owned
subsidiary, Likang. All significant inter-company balances and transactions have
been eliminated.


                                       F-7

<PAGE>




                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of estimates

The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates. Significant estimates in 2005 and 2004 include the allowance for
doubtful accounts, stock-based compensation, the useful life of property and
equipment and intangible assets, and the valuation of derivative liabilities.

Fair value of financial instruments

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

Accounts receivable

The Company has a policy of reserving for uncollectible accounts based on its
best estimate of the amount of probable credit losses in its existing accounts
receivable. The Company periodically reviews its accounts receivable to
determine whether an allowance is necessary based on an analysis of past due
accounts and other factors that may indicate that the realization of an account
may be in doubt. Account balances deemed to be uncollectible are charged to the
allowance after all means of collection have been exhausted and the potential
for recovery is considered remote. At December 31, 2005, the Company has
established, based on a review of its outstanding balances, an allowance for
doubtful accounts in the amount of $13,343.

Inventories

Inventories, consisting of raw materials and finished goods related to the
Company's products are stated at the lower of cost or market utilizing the
first-in, first-out method.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance
is expensed as incurred; major replacements and improvements are capitalized.
When assets are retired or disposed of, the cost and accumulated depreciation
are removed from the accounts, and any resulting gains or losses are included in
income in the year of disposition. In accordance with Statement of Financial
Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets", the Company examines the possibility of decreases in the
value of fixed assets when events or changes in circumstances reflect the fact
that their recorded value may not be recoverable.

Advances from customers

Advances from customers at December 31, 2005 of $126,199 consist of prepayments
from third party customers to the Company for merchandise that had not yet
shipped. The Company will recognize the deposits as revenue as customers take
delivery of the goods, in compliance with its revenue recognition policy.


                                       F-8

<PAGE>




                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Impairment of long-lived assets

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," The Company
periodically reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not
be fully recoverable. The Company recognizes an impairment loss when the sum of
expected undiscounted future cash flows is less than the carrying amount of the
asset. The amount of impairment is measured as the difference between the
asset's estimated fair value and its book value. The Company did not consider it
necessary to record any impairment charges during the year ended December 31,
2005.

Income taxes

The Company files federal and state income tax returns in the United States for
its domestic operations, and files separate foreign tax returns for the
Company's Chinese subsidiaries. Income taxes are accounted for under Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
is an asset and liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been recognized in the Company's financial statements or tax returns.

Income (loss) per common share


The Company presents net income (loss) per share ("EPS") in accordance with SFAS
No. 128, "Earnings per Share." Accordingly, basic income (loss) per share is
computed by dividing income (loss) available to common shareholders by the
weighted average number of shares outstanding. The Company has made an
accounting policy election to use the if-converted method for convertible
securities that are eligible to participate in common stock dividends, if
declared; however, the two-class method must be used if the effect is more
dilutive. Since the two-class method was not more dilutive, the Company used the
if-converted method. Diluted earnings per share reflects the potential dilution
that could occur based on the exercise of stock options or warrants, unless such
exercise would be anti-dilutive, with an exercise price of less than the average
market price of the Company's common stock. The Company's common stock
equivalents at December 31, 2005 include the following:


                   Convertible preferred stock               18,753,450
                   Warrants and options                      35,009,865
                                                      ------------------
                                                             53,763,315
                                                      ==================

Revenue recognition

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

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

The Company's revenues from the sale of products to related parties are recorded
when the goods are shipped which correlates with the shipment by the related
parties to its customers, at which time title passes, and collectibility is
reasonably assured. The Company receives sales order on a just-in-time basis
from the related party. Generally, the related party does not hold the Company's
inventory. If the related party has inventory on hand at the end of a reporting
period, the sale is reversed and the inventory is included on the Company's
balance sheet.


                                       F-9
<page>


                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of credit risk

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash and trade accounts receivable. The
Company places its cash with high credit quality financial institutions in the
US and in China. Almost all of the Company's sales are credit sales which are
primarily to customers whose ability to pay is dependent upon the industry
economics prevailing in these areas; however, concentrations of credit risk with
respect to trade accounts receivables is limited due to generally short payment
terms. The Company also performs ongoing credit evaluations of its customers to
help further reduce credit risk. For the year ended December 31, 2005 and 2004,
sales to related parties accounted for 36% and 40% of net revenues,
respectively.

Comprehensive income

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

Shipping costs

Shipping costs are included in selling and marketing expenses and totaled
$101,205 and $76,908 for the years ended December 31, 2005 and 2004,
respectively.

Advertising

Advertising is expensed as incurred. Advertising expenses for the years ended
December 31, 2005 and 2004 was not material.

Stock-based compensation

Through December 31, 2005, the Company accounts for stock options issued to
employees in accordance with the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. As such, compensation cost is measured on the date of grant as
the excess of the current market price of the underlying stock over the exercise
price. Such compensation amounts are amortized over the respective vesting
periods of the option grant. The Company adopted the disclosure provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation" and SFAS 148,
"Accounting for Stock-Based Compensation -Transition and Disclosure", which
permits entities to provide pro forma net income (loss) and pro forma earnings
(loss) per share disclosures for employee stock option grants as if the
fair-valued based method defined in SFAS No. 123 had been applied. The Company
accounts for stock options and stock issued to non-employees for goods or
services in accordance with the fair value method of SFAS 123.

Non-employee stock based compensation

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

                                      F-10

<PAGE>





                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)


Registration rights agreements

The Company has adopted View C of EITF 05-4 "Effect of a Liquidated Damages
Clause on a Freestanding Financial Instrument Subject to EITF 00-19" ("EITF
05-4"). Accordingly, the Company classifies as liability instruments, the fair
value of registration rights agreements when such agreements (i) require it to
file, and cause to be declared effective under the Securities Act, a
registration statement with the SEC within contractually fixed time periods, and
(ii) provide for the payment of liquidating damages in the event of its failure
to comply with such agreements. Under View C of EITF 05-4, (i) registration
rights with these characteristics are accounted for as derivative financial
instruments at fair value and (ii) contracts that are (a) indexed to and
potentially settled in an issuer's own stock and (b) permit gross physical or
net share settlement with no net cash settlement alternative are classified as
equity instruments. At December 31, 2005, the Company recorded a registration
rights penalty expense of $44,000, which has been included on the accompanying
consolidated balance sheet in accounts payable and accrued expenses. The Company
has recorded a registration rights penalty which is reflected in its financial
statements, this penalty is a reflection of the liquidating rights penalty
provisions solely and does not reflect the increase in the dividend rate from 6%
to 20%.


Foreign currency translation

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

The functional and reporting currency is the U.S. dollar. The functional
currency of the Company's Chinese subsidiary is the local currency. The
financial statements of the subsidiary are translated into United States dollars
using year-end rates of exchange for assets and liabilities, and average rates
of exchange for the period for revenues, costs, and expenses. Net gains and
losses resulting from foreign exchange transactions are included in the
consolidated statements of operations and were not material during the periods
presented because the Chinese dollar (RMB) fluctuates with the United States
dollar. Translation adjustments resulting from the process of translating the
local currency financial statements into U.S. dollars are included in
determining comprehensive income. The cumulative translation adjustment and
effect of exchange rate changes on cash at December 31, 2005 was $20,668.

Research and development

Research and development costs are expensed as incurred. These costs primarily
consist of cost of material used and salaries paid for the development of the
Company's products and fees paid to third parties. Research and development
costs for the years ended December 31, 2005 and 2004 were approximately $36,000
and $76,000, respectively, and are included in cost of sales.

Recent accounting pronouncements

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant-date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective for the first fiscal year beginning after December 15,
2005. The Company believes the adoption of this pronouncement may have a
material effect its financials position.


                                      F-11


<PAGE>



                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent accounting pronouncements (continued)

In April 2005, the Securities and Exchange Commission's Office of the Chief
Accountant and its Division of Corporation Finance has released Staff Accounting
Bulletin (SAB) No.107 to provide guidance regarding the application of FASB
Statement No. 123 (revised 2004), Share-Based Payment. Statement No. 123(R)
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. SAB 107 provides interpretative
guidance related to the interaction between Statement No. 123R and certain SEC
rules and regulations, as well as the staff's views regarding the valuation of
share-based payment arrangements for public companies.

In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS
154"). This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed.

APB Opinion No. 20 previously required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. This
Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. When it is impracticable to determine the period-specific effects of an
accounting change on one or more individual prior periods presented, this
Statement requires that the new accounting principle be applied to the balances
of assets and liabilities as of the beginning of the earliest period for which
retrospective application is practicable and that a corresponding adjustment be
made to the opening balance of retained earnings (or other appropriate
components of equity or net assets in the statement of financial position) for
that period rather than being reported in an income statement. When it is
impracticable to determine the cumulative effect of applying a change in
accounting principle to all prior periods, this Statement requires that the new
accounting principle be applied as if it were adopted prospectively from the
earliest date practicable. This Statement shall be effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005. The Company does not believe that the adoption of SFAS 154 will have a
significant effect on its financial statements.

On June 29, 2005, the EITF ratified Issue No. 05-2, "The Meaning of
`Conventional Convertible Debt Instrument' in EITF Issue No. 00-19, `Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock.'" EITF Issue 05-2 provides guidance on determining whether
a convertible debt instrument is "conventional" for the purpose of determining
when an issuer is required to bifurcate a conversion option that is embedded in
convertible debt in accordance with SFAS 133. Issue No. 05-2 is effective for
new instruments entered into and instruments modified in reporting periods
beginning after June 29, 2005. The adoption of this pronouncement did not have a
material effect on the Company's financial statements.



                                      F-12


<PAGE>





                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent accounting pronouncements (continued)


In September 2005, the EITF issued EITF Issue No. 05-4, "The Effect of a
Liquidated Damages Clause on a Freestanding Financial Instrument Subject to EITF
Issue No. 00-19, `Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock.'" EITF 05-4 provides guidance
to issuers as to how to account for registration rights agreements that require
an issuer to use its "best efforts" to file a registration statement for the
resale of equity instruments and have it declared effective by the end of a
specified grace period and, if applicable, maintain the effectiveness of the
registration statement for a period of time or pay a liquidated damage penalty
to the investor. The Company has adopted view C of this pronouncement.
Accordingly, the Company has bifurcated registration rights from their related
free standing financial instruments and recorded them at fair value.

In September 2005, the FASB ratified the Emerging Issues Task Force's ("EITF")
Issue No. 05-7, "Accounting for Modifications to Conversion Options Embedded in
Debt Instruments and Related Issues," which addresses whether a modification to
a conversion option that changes its fair value affects the recognition of
interest expense for the associated debt instrument after the modification and
whether a borrower should recognize a beneficial conversion feature, not a debt
extinguishment if a debt modification increases the intrinsic value of the debt
(for example, the modification reduces the conversion price of the debt). This
issue is effective for future modifications of debt instruments beginning in the
first interim or annual reporting period beginning after December 15, 2005. The
Company is currently in the process of evaluating the effect that the adoption
of this pronouncement may have on its financial statements.

In September 2005, the FASB also ratified the EITF's Issue No. 05-8, "Income Tax
Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature,"
which discusses whether the issuance of convertible debt with a beneficial
conversion feature results in a basis difference arising from the intrinsic
value of the beneficial conversion feature on the commitment date (which is
recorded in the shareholder's equity for book purposes, but as a liability for
income tax purposes), and, if so, whether that basis difference is a temporary
difference under FASB Statement No. 109, "Accounting for Income Taxes." This
Issue should be applied by retrospective application pursuant to Statement 154
to all instruments with a beneficial conversion feature accounted for under
Issue 00-27 included in financial statements for reporting periods beginning
after December 15, 2005. The Company is currently in the process of evaluating
the effect that the adoption of this pronouncement may have on its financial
statements.

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

Restatement

As a result of a review of its financial statements, management has determined
that the Company's deposits - related party of $333,675 as previously reflected
on its consolidated balance, is not a deposit and should be part of accounts
receivable - related party. Additionally, the Company disclosed its note to
consolidated financial statements that this deposit was to be applied to the
purchase of a building from a related party in February 2006. Management has
determined that this deposit of $333,675 was applied to the purchase of a
building from related party in August 2005. The change in presentation of the
Company's deposit -related party has the effect of increasing current assets by
$333,675 and decreasing long-term assets by $333,675 as of December 31, 2005.
Additionally, this change in presentation changed the Company's cash flow
statement, increasing cash used in operations by $333,675 and reducing cash used
in investing activities by $333,675. This change in presentation of the
Company's deposit - related party did not have any impact on the Company's
consolidated statement of operations, earnings per share, and consolidated
statement of shareholders equity.


                                      F-13

<page>


                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Restatement (continued)

As a result of a review of its financial statements, management has determined
that the $9,375 of the Company's rent expense as previously reflected on its
consolidated Statements of Operations should be recorded as Interest Expense -
Related Party. The change in the presentation of the Interest Expense -related
party had the following effect on our consolidated Statement of Operations:

 * decreasing our rent expense from $65,455 to $56,080 * reducing General and
 Administrative Expenses from $878,930 to 869,555 * reducing Total Operation
 Expenses from $1,210,188 to $1,200,813 * increasing Income From Operations from
 $926,301 to $935,676 * increase Interest Expense - Related Party from $16,282
 to $25,657 * increasing Total Other Expenses from $91,839 to $101,214

Furthermore, as a result of a review of its financial statements, management has
determined that the $9,375 of the Company's rent expense as previously reflected
on its consolidated Statements of Cash Flows should be recorded as Interest. The
change in presentation of the Interest Expense had the effect of increasing
Interest under the Supplemental Disclosure of Cash Flow Information on our
consolidated Statements of Cash Flows from $59,002 to $68,377.

Additionally, the Company revised its financial statements and notes thereto for
the year ended December 31, 2005 to accrue undeclared and unpaid cumulative
preferred stock dividends related to its Series A and Series B preferred stock
and to disclose the per share and aggregate amount of these cumulative preferred
dividends in its footnotes. The effect of this restatement is to increase
current liabilities and decrease stockholders' equity by $11,240, respectively.



NOTE 2 - INVENTORIES

At December 31, 2005, inventories consisted of the following:

         Raw materials                                     $        262,882
         Work in process                                             33,306
         Finished goods                                             794,613
                                                              --------------
                                                                  1,090,801
         Less: reserve for obsolescence                            (122,577)
                                                              --------------

                                                           $        968,224
                                                              ==============


NOTE 3 - PROPERTY AND EQUIPMENT

At December 31, 2005, property and equipment consist of the following:

<table>

            
                                          <c>                      <c>
                                                                Useful Life
                                                          -------------------------

             Office equipment and furniture                      5-7 Years                         $   104,369
             Autos and trucks                                     10 Years                             119,364
             Manufacturing equipment                              7 Years                              131,221
             Building and land                                    20 Years                             465,952
             Leasehold improvements                               5 Years                                3,280
                                                                                    ---------------------------

                                                                                                       824,186

             Less accumulated depreciation                                                           (137,952)
                                                                                    ---------------------------

                                                                                                    $  686,234
                                                                                    ===========================

</table>


For the year ended December 31, 2005 and 2004, depreciation expense amounted to
$42,373 and $34,483, respectively.

                                      F-14
<page>

                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

<table>


                                                                                     <c>
NOTE 4 - LOANS PAYABLE

Loans payable consisted of the following at December 31, 2005:

Note to De Chang Credit Union due on May 18, 2006 with interest at 6.70% per                $     221,954
annum. Secured by equipment

Note to De Chang Credit Union due on September 30, 2006 with interest 6.70%
per annum. Secured by equipment                                                                    61,654

Note to De Chang Credit Union due on March 9, 2006 with interest at 6.70% per
annum. Secured by equipment.  Repaid in March 2006                                                 98,646

Note to Agriculture Bank of China due on December 7, 2006 with interest at
6.70% per annum. Secured by equipment                                                             246,615
                                                                                 -------------------------

     Total                                                                                        628,869

Less: current portion of loans payable                                                          (628,869)
                                                                                 -------------------------

Loans payable, long-term                                                               $                -
                                                                                 =========================
</table>


NOTE 5 - DISCONTINUED OPERATIONS

As noted in Note 12 - Subsequent Events, in January 2006, the Company sold 100%
of the stock of its subsidiary, Aerisys Incorporated to Mr. Gary Verdier, the
Company's former CEO, in exchange for assumption of all liabilities and
obligation of Aerisys Incorporated. Accordingly, Aerisys is reported as a
discontinued operation, and prior periods have been restated in the Company's
financial statements and related footnotes to conform to this presentation.

The assets and liabilities of Aerisys are presented in the balance sheet under
the captions "Assets of discontinued operation" and "Liabilities of discontinued
operation". The approximate carrying amounts of the major classes of these
assets and liabilities as of December 31, 2005 are summarized as follows:

            Assets:
            Cash                                           $          4,815
            Accounts receivable                                       5,141
                                                        ---------------------

            Assets of discontinued operation               $          9,956
                                                        ======================

            Liabilities:
            Due to related party                                     15,000
            Deferred income                                           7,750
                                                          ---------------------

            Liabilities of discontinued operation          $         22,750
                                                          =====================





                                      F-15


<PAGE>




                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 5 - DISCONTINUED OPERATIONS (continued)

The following table sets forth for the fiscal year indicated selected financial
data of the Company's discontinued operations from date of acquisition (May 3,
2005) to December 31, 2005.

                                                                      2005
                                                           --------------------
     Revenues                                                    $    34,245
     Operating and other non-operating expenses                       55,062
                                                           --------------------

     Loss from discontinued operations                            $  (20,817)
                                                           ====================

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company's 90% owned subsidiary, Likang, is engaged in business activities
with two affiliated entities.

Shanghai Likang Meirui Pharmaceuticals High-Tech Company, Ltd. ("Meirui"), a
company of which Shanghai Shanhai Group, Likang's minority shareholder, owns
68%, provides certain contract manufacturing of two products for Likang.
Specifically, Meirui provides Likang with Ozone producing device equipment and
Ultraviolet radiation lamp lights. In addition, under the terms of a two year
agreement entered into in January 2005, Meirui produces the Lvshaxing Air
Disinfectant Machine and Likang Surgery hand-washing table for Likang. In
January 2005, Likang signed a two year agreement with Meirui to market its
products to the retail/consumer market using Meirui's proprietary sales network
which caters to the retail/consumer market in China. For the years ended
December 31, 2005 and 2004, the Company recorded net revenues of $23,987 and
$67,356 to Meirui, respectively. Additionally, for the years ended December 31,
2005 and 2004, the Company purchased product from Meirui amounting to $48,489
and $389,400, respectively. At December 31, 2005, Meirui owed Likang $1,718. In
general, accounts receivable due from Meirui are payable in cash and are due
within 90 days, which represent normal business terms with unrelated parties.

Shanghai Shanhai Group, who is the minority shareholder of Likang, is owned by
Group Employee Share-holding Commission (16.25%) and Baoshan District Dachang
Town South Village Economic Cooperation Club (83.75%). The Company leases its
principal executive offices and warehouse space from Shanghai Shanhai Group for
approximately $36,000 per year. Shanghai Shanhai Group also holds the land use
permit for the principal executive office building. For the year ended December
31, 2005 and 2004, rent expense paid to this related party amounted to $32,660
and $37,962, respectively. Additionally, in January 2005, the Company borrowed
$161,533 from Shanghai Shanhai Group for working capital purposes. The loan
bears interest at 10% per annum and is payable on demand. For the year ended
December 31, 2005, interest expense related to this note amounted to $16,282.

Shanghai Likang Pharmaceuticals Technology Company, Limited, which is owned by
Messrs. Xuelian Bian (90%) and Wei Guan (10%), the Company's officers and
directors, sells the Company's products to third parties. For the years ended
December 31, 2005 and 2004, the Company recorded net revenues of $1,933,043 and
$1,698,923 to Shanghai Likang Pharmaceuticals Technology Company, Limited,
respectively. At December 31, 2005, accounts receivable from sales due from
Shanghai Likang Pharmaceuticals Technology Company, Limited was $536,977. In
general, accounts receivable due from Likang are payable in cash and are due
within 90 days, which represent normal business terms with unrelated parties.
Additionally, through December 31, 2005, the Company leased approximately 21,500
square feet of manufacturing space from Shanghai Likang Pharmaceuticals
Technology Company, Limited for approximately $11,500 annually. In February
2006, the Company entered into an asset purchase agreement with Shanghai Likang
Pharmaceuticals Technology Company, Limited and Mr. Bian under which the Company
purchased this previously leased building for $333,675. In connection with this
purchase, through December 31, 2005, the Company advanced funds of $333,675 to
Shanghai Likang Pharmaceuticals Technology Company, Limited which has been
reflected as a long-term asset (Deposit - related party) on the accompanying
balance sheet.


                                      F-16



<PAGE>





                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 6 - RELATED PARTY TRANSACTIONS

On December 28, 2005, the Company loaned $100,000 to Shanghai Likang
Pharmaceuticals Technology Company, Limited for working capital purposes. The
balance bears interest at 3% and was repaid in April 2006.

For the fiscal year ended December 31, 2004, Likang made distributions to its
shareholder, Shanghai Shanhai Group and to Shanghai Likang Pharmaceuticals
Technology Company, Limited, in the aggregate amount of $559,633. Shanghai
Likang Pharmaceuticals Technology Company, Limited is owned by Messrs. Bian and
Guan, our officers and directors.

At December 31, 2005, the Company owed $15,000 to a shareholder of the Company
for working capital advanced to the Company's subsidiary, Aerisys, The advances
are non-interest bearing, are payable on demand, and are included in liabilities
from discontinued operations on the consolidated balance sheet.

In August 2005, the Company entered into an asset purchase agreement with
Shanghai Likang Pharmaceuticals Technology Company, Limited, an affiliated
entity, and Xuelian Bian, the Company's officer and shareholder, under which the
Company purchased a previously leased building for $333,675. The funds
representing the consideration had previously been advanced to Shanghai Likang
Pharmaceuticals Technology Company, Limited.

NOTE 7 -  SHAREHOLDERS' EQUITY

Preferred Stock

a) Series A Convertible Preferred Stock

On May 11, 2005, the Company's Board of Directors approved the creation of
500,000 shares of Series A Convertible Preferred Stock having the following
rights, preferences and limitations: (a) each share has a stated value of $.80
per share and no par value; (b) each share ranks equally with any other series
of preferred stock designated by the Company and not designated as senior
securities or subordinate to the Series A Convertible Preferred Stock,; (c) each
share entitles the holder to receive a six percent (6%) per annum cumulative
dividend when, as and if, declared by the Board of Directors of the Company; (d)
these shares are convertible into shares of the company's Common Stock at a per
share value of $.08 per share,; (e) the shares have no voting rights, and (f)
the shares are not subject to redemption.

On June 30, 2005, the Company completed an approximate $277,276 (net of fees of
$23,000) financing consisting of 375,345 shares of its 6% Series A Preferred
Stock, and common stock purchase warrants to purchase an additional 3,753,450
shares. Each warrant entitles the holder to purchase one share of common stock
for a period of five years, at an exercise price of $.10 per share, subject to
adjustment. The net proceeds from the transaction will be used for general
working capital purposes.

To the extent that the investors continue to own the 6% Series A Preferred Stock
or warrants, the Company originally agreed to issue the investors additional
shares and/or warrants to protect against the Company's future issuance of
common stock or securities convertible into common stock at less than the $.08
per share conversion price of the preferred stock and/or $.10 per share exercise
price of the warrants, respectively. Prior to December 31, 2005, this provision
was waived by the investors. In addition, the Company also granted the holders
piggy-back registration rights covering the shares of its common stock
underlying the preferred stock and warrants.

As of December 31, 2005, accrued cumulative but undeclared dividends in arrears
related to the Company's Series A Convertible Preferred Stock amounted to an
aggregating of approximately $10,500 and is included on the accompanying balance
sheet.

                                      F-17




<PAGE>





                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 7 -  SHAREHOLDERS' EQUITY (continued)

Preferred Stock (continued)

On the date of issuance of the Series A Preferred Stock, the effective
conversion price was at a discount to the price of the common stock into which
it was convertible. In accordance with Emerging Issues Task Force ("EITF") 98-5
and EITF 00-27, the Series A Preferred Stock was considered to have an embedded
beneficial conversion feature because the conversion price was less than the
fair value of the Company's common stock. This beneficial conversion feature is
calculated after the warrants have been valued with proceeds allocated on a
relative value basis. This series A convertible Preferred was fully convertible
at the issuance date, therefore the full amount of proceeds allocated to the
Series A Preferred was determined to be the value of the beneficial conversion
feature and was recorded as a deemed dividend with a corresponding credit to
additional paid-in capital in the amount of $300,276.

b) Series B 6% Cumulative Preferred Stock

On December 28, 2005, the Company closed on a private placement with a group of
accredited investors, for the sale of 1,500,000 shares of the Company's Series B
6% Cumulative Preferred Stock (the "Series B Preferred Stock") along with
warrants to purchase additional shares of the Company's common stock exempt from
registration under the Securities Act in reliance on exemptions provided by
Section 4(2) of that act and Regulation D. The 6% Convertible Preferred Stock
was priced at $1.00 per share, and the Company received gross proceeds of
$1,500,000. Each share of Series B Preferred Stock, as well as the value of all
accrued by unpaid dividends, is convertible at the option of the holder into
shares of the Company's common stock at a conversion price of $0.10 per share,
provided that no holder has the right to convert his shares of Series B
Preferred Stock if by virtue of such conversion the holder would become the
beneficial owner of than 4.99% of the Company's common stock. This ownership
limitation can be waived by the holder upon 61 days notice to the Company. The
conversion price is subject to adjustment in the event of stock splits,
reclassifications or stock dividends. Thus, if all of the shares of the Series B
Preferred Stock were converted to common stock, an additional 15,000,000 shares
of common stock would be issued. The shares of Series B Preferred Stock do not
have any voting rights except as may be provided under Florida law.

In connection with the sale of 1,500,000 shares of the Company's Series B
Preferred Stock, the Company issued Class A Common Stock Purchase Warrants to
purchase 15,000,000 shares of the Company's common stock at an exercise price of
$0.20 per share and Class B Common Stock Purchase Warrants to purchase
15,866,665 (including 866,665 granted to placement agent) shares of its common
stock at an exercise price of $0.30 per share. The Class A and Class B warrant
exercise prices are subject to adjustment pursuant to anti-dilution provisions
on either a cash or cashless exercise basis. The warrants expire five years from
the date of issuance.

The Series B Preferred Stock ranks ahead of the common stock of the Company upon
liquidation of the Company. The Series B Preferred Stock also ranks ahead of the
common stock with respect to the payment of dividends. The shares pay cumulative
dividends of 6% per annum beginning on October 31, 2006, which increases to 20%
per annum if an "event of default", as defined in the agreement, has occurred.
The dividends are payable in cash or at the Company's option shares of
registered common stock. If the Company elects to pay dividends in the form of
shares of its common stock, for purposes of the calculation the shares are
valued at the average closing price of our common stock for the 10 trading days
preceding the date of the dividend. In connection with the transaction, the
Company filed a certificate of designation for the Series B Preferred Stock with
the Florida Department of Corporations on December 8, 2005. This filing
constituted an amendment to the Company's certificate of incorporation,
designating the terms, rights and preferences of a new series of preferred stock
of the Company.

As of December 31, 2005, accrued cumulative but undeclared dividends in arrears
related to the Company's Series B Preferred Stock amounted to an aggregate of
approximately $740 and is included on the accompanying balance sheet.

                                      F-18


<page>


                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 7 -  SHAREHOLDERS' EQUITY (continued)

Preferred Stock (continued)

The Company paid a due diligence fee of $65,000 in cash and Class B Warrants to
purchase 866,665 shares of its common stock to certain of the investors who
purchased securities in this offering. The net proceeds from the transaction
will be used for working capital purposes.

The Company agreed to file a registration statement covering the shares of
common stock underlying the securities issued. In the event the registration
statement is not filed by February 13, 2006 or does not become effective by June
28, 2006, the Company is required to pay liquidated damages in the amount of
$30,000 per month until the deficiency is cured. The transaction documents also
provide for the payment of liquidated damages to the investors in certain
events, including the Company's failure to maintain an effective registration
statement covering the resale of the common shares issuable upon conversion or
exercise of the securities.

In accordance with Emerging Issues Task Force ("EITF") 98-5 and EITF 00-27, the
Series B Preferred was considered to have an embedded beneficial conversion
feature because the conversion price was less than the fair value of the
Company's common stock. This beneficial conversion feature is calculated after
the warrants have been valued with proceeds allocated on a relative value basis.
This Series B Convertible Preferred was fully convertible at the issuance date,
therefore the full amount of proceeds allocated to the Series B Preferred was
determined to be the value of the beneficial conversion feature and was recorded
as a deemed dividend with a corresponding credit to additional paid-in capital
in the amount of $1,500,000.

The Company computes the fair value of the warrants using the Black-Scholes
valuation model. The Black-Scholes model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility. The
assumptions used in this model to estimate fair value of the warrants granted
are as follows:

                                                                        Warrants
Exercise/Conversion Price                                      $  0.20 to $0.30
Fair Value of the Company's Common Stock                       $          0.153
Expected life in years                                                      5.0
Expected volatility                                                         330%
Expected dividend yield                                                     0.0%
Risk free rate                                                             3.93%
Calculated fair value per share                                $          0.153


Common Stock

On May 2, 2005, the Company issued 36,273,470 shares of its common stock to two
individuals under the terms of a Share Exchange Agreement dated May 2, 2005.
This transaction, which resulted in Linkwell becoming a wholly owned subsidiary
of the Company, was exempt from registration under the Securities Act of 1933,
as amended in reliance on an exemption provided by Section 4(2) of that Act. The
participants were either accredited investors or non-accredited investors who
had such knowledge and experience in financial, investment and business matters
that they were capable of evaluating the merits and risks of the prospective
investment in our securities.


                                      F-19



<PAGE>





                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 7 -  SHAREHOLDERS' EQUITY (continued)

Common Stock (continued)

On August 24, 2005 and effective September 1, 2005, the Company entered into a
one-year agreement with China Direct Investments, Inc. to provide business
development and management services. In connection with this agreement, the
Company issued 2,000,000 shares of the Company's common stock. The Company
valued these services using the fair value of common shares on grant date at
$.08 per share and recorded deferred consulting expense of $160,000 to be
amortized over the service period. For the year ended December 31, 2005,
amortization of deferred consulting expense amounted to $53,333.

Stock Options

Effective June 28, 2005, the Company's Board of Directors authorized, approved
and adopted its 2005 Equity Compensation Plan. The purpose of the plan is to
encourage stock ownership by our officers, directors, key employees and
consultants, and to give these persons a greater personal interest in the
success of our business and an added incentive to continue to advance and
contribute to us. The Company has currently reserved 5,000,000 of its authorized
but unissued shares of common stock for issuance under the plan, and a maximum
of 5,000,000 shares may be issued, unless the plan is subsequently amended
(subject to adjustment in the event of certain changes in our capitalization),
without further action by its Board of Directors and stockholders, as required.
Subject to the limitation on the aggregate number of shares issuable under the
plan, there is no maximum or minimum number of shares as to which a stock grant
or plan option may be granted to any person. Shares used for stock grants and
plan options may be authorized and unissued shares or shares reacquired by the
Company, including shares purchased in the open market. Shares covered by plan
options which terminate unexercised will again become available for grant as
additional options, without decreasing the maximum number of shares issuable
under the plan, although such shares may also be used by the Company for other
purposes.

The plan is administered by the Company's Board of Directors or an underlying
committee. The Board of Directors or the committee determines from time to time
those officers, directors, key employees and consultants to whom stock grants or
plan options are to be granted, the terms and provisions of the respective
option agreements, the time or times at which such options shall be granted, the
type of options to be granted, the dates such plan options become exercisable,
the number of shares subject to each option, the purchase price of such shares
and the form of payment of such purchase price. All other questions relating to
the administration of the plan, and the interpretation of the provisions thereof
and of the related option agreements are resolved by the Board or committee.

Plan options may either be options qualifying as incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended, or non-qualified
options. The Company's officers, directors, key employees and consultants are
eligible to receive stock grants and non-qualified options under the plan; only
the Company's employees are eligible to receive incentive options. In addition,
the plan allows for the inclusion of a reload option provision which permits an
eligible person to pay the exercise price of the option with shares of common
stock owned by the eligible person and receive a new option to purchase shares
of common stock equal in number to the tendered shares. Furthermore,
compensatory stock grants may also be issued.


                                      F-20




<PAGE>






                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 7 -  SHAREHOLDERS' EQUITY (continued)

Stock Options (continued)

Any incentive option granted under the plan must provide for an exercise price
of not less than 100% of the fair market value of the underlying shares on the
date of grant, but the exercise price of any incentive option granted to an
eligible employee owning more than 10% of our outstanding common stock must not
be less than 110% of fair market value on the date of the grant. The term of
each plan option and the manner in which it may be exercised is determined by
the Board of Directors or the committee, provided that no option may be
exercisable more than ten years after the date of its grant and, in the case of
an incentive option granted to an eligible employee owning more than 10% of the
common stock, no more than five years after the date of the grant. The exercise
price of non-qualified options shall be determined by the Board of Directors or
the Committee, but shall not be less than the par value on the date the option
is granted. The per share purchase price of shares issuable upon exercise of a
Plan option may be adjusted in the event of certain changes in our
capitalization, but no such adjustment shall change the total purchase price
payable upon the exercise in full of options granted under the Plan.

Unless the plan has been previously suspended or terminated by the Board of
Directors, the plan, as it relates to grants of incentive stock options,
terminates on June 28, 2015.

Common Stock Warrants

In June 2005, in connection with the preferred stock Series A Preferred Stock
funding, the Company granted warrants to purchase 3,753,450 shares of its common
stock at $0.10. The Warrants are exercisable for five years after the issue
dates of the Warrants.

In December 2005, in connection with the Company's Series B Preferred Stock
funding, the Company granted warrants to purchase 15,000,000 shares of its
common stock at $0.20 and 15,866,665 at $.30. The warrants are exercisable for
five years after the issue dates of the Warrants.

Stock warrant activity for the year ended December 31, 2005 is summarized as
follows:

                                          Number of             Weighted average
                                           shares               exercise price
                                           ---------           ----------------
         Outstanding at December 31, 2004      389,750            $      1.88
              Granted                       34,620,115                    .24
              Exercised                              -                      -
                                            ------------        ----------------

         Outstanding at December 31, 2005   35,009,865            $      0.25
                                            ============         ==============



                                      F-21

<PAGE>




                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 7 -  SHAREHOLDERS' EQUITY (continued)

Common Stock Warrants (continued)

The following table summarizes the Company's stock warrants outstanding at
December 31, 2005:

                                           Warrants outstanding and exercisable
                                           -----------------------------------
                                                Weighted        Weighted
                                                 average         average
         Range of                               remaining       exercise
       exercise price     Number                  life            price
      ---------------- -------------        ---------------   ---------------

     $ 0.75-2.50           359,750                 1.70            $2.02
     $      0.10         3,753,450                 4.50            $0.10
     $      0.20        15,030,000                 4.90            $0.20
     $      0.30        15,866,665                 5.00            0$.30



NOTE 8 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" "SFAS 109". SFAS 109 requires
the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the financial statements and the tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax losses and tax credit carryforwards. SFAS 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets. The Company's subsidiaries in China are governed by the
Income Tax Law of the People's Republic of China concerning Foreign Investment
Enterprises and Foreign Enterprises and local income tax laws (the "PRC Income
Tax Law").

Internal Revenue Code Section 382 places a limitation on the amount of taxable
income that can be offset by carryforwards after a change in control (generally
greater than a 50% change in ownership).

The table below summarizes the differences between the Company's effective tax
rate and the statutory federal rate as follows for years ended December 31, 2005
and 2004:

<table>
     
                                                       <c>                      <c>

                                                                           2005                       2004
                                                              -------------------------- --------------------------

        Computed "expected" provision                                         $ 276,639                $   227,220
        State tax provision, net of federal effect                               32,546                     26,732
        Effect of foreign income taxes                                          (205,950)                (144,220)
        Other permanent differences                                              73,942                          -
                                                              -------------------------- --------------------------

                                                                            $   177,177                $   109,732
                                                              ========================== ==========================

</table>


                                      F-22



<PAGE>





                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases office and manufacturing space under leases in Shanghai,
   China that expire through February 2011.

Future minimum rental payments required under these operating leases are as
follows:

                         Year Ended December 31,
             ---------------------------------------------

                                  2006                                $100,197
                                  2007                                  64,367
                                  2008                                  31,703
                                  2009                                  31,916
                                  2010                                  31,916

                                  2011                                   2,874
                                                               ----------------


                Total minimum lease payments                          $262,973

                                                               ================


For the years ended December 31, 2005 and 2004, rent expense amounted to $56,080
and $46,535, respectively.


Litigation

The Company is not a party to any pending legal proceeding. No federal, state or
local governmental agency is presently contemplating any proceeding against the
Company. No director, executive officer or affiliate of the Company or owner of
record or beneficially of more than five percent of the Company's common stock
is a party adverse to the company or has a material interest adverse to the
Company in any proceeding.

NOTE 10 - OPERATING RISK

(a) Country risk

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

(b) Products risk

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



                                      F-23


<PAGE>





                      LINKWELL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 10 - OPERATING RISK

(c) Exchange risk


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


(d) Political risk

Currently, PRC is in a period of growth and is openly promoting business
development in order to bring more business into PRC. Additionally PRC allows a
Chinese corporation to be owned by a United States corporation. If the laws or
regulations are changed by the PRC government, the Company's ability to operate
the PRC subsidiaries could be affected.

NOTE 11 - FOREIGN OPERATIONS


For the year ended December 31, 2005 and 2004, the Company derived all of its
revenue from its subsidiaries located in the People's Republic of China.
Identifiable assets by geographic areas as of December 31, 2005 are as follows:




                                                  Identifiable Assets
                                                  at December 31, 2005
                                              ----------------------------

           United States                               $   1,334,639
           China                                           4,191,870
                                               ----------------------------


                            Total                      $   5,526,509
                                                ===========================



NOTE 12 - SUBSEQUENT EVENT

In January 2006, the Company sold 100% of the stock of its subsidiary, Aerisys
Incorporated to Mr. Gary Verdier, the Company's former CEO, in exchange for
assumption of all liabilities and obligation of Aerisys Incorporated. The sale
of the Company's Aerisys subsidiary did not have a material effect on the
Company's results of operations or financial position.

In January 2006, the Company issued China Direct Investments, Inc. three year
common stock purchase warrants to purchase 2,125,000 shares of our common stock
at an exercise price of $0.20 per share as additional compensation.




                                      F-24
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