PINX:LWLL Linkwell Corp Quarterly Report 10-Q/A Filing - 3/31/2012

Effective Date 3/31/2012

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

FORM 10-Q/A
(Amendment No. 3 )

(Mark One)


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

For the quarterly period ended March 31, 2012

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

For the transition period from ________ to __________

Commission File Number: 000-24977
 
LINKWELL CORPORATION
(Exact name of registrant as specified in charter)
 
FLORIDA
 
65-1053546
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
 
1104 Jiatong Road, Jiading District, Shanghai, China
 
201807
(Address of principal executive offices)
 
(Zip Code)
 
(86) 21-5566-6258
(Registrant's telephone number, including area code)
 
not applicable
(Former name, former address and former fiscal year, if changed since last report)
 

           Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and "smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filer o
     
Non-accelerated filer o
 
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o Nox
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
 
As of May 11, 2012, there were 119,605,475 shares of our common stock issued and outstanding.  

 
 

 
 

 

EXPLANATORY NOTE

We inadvertently omitted in our Amendment No. 2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (the “Amendment No. 2”) the XBRL update exhibits. The purpose of this Amendment No. 3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, is to furnish Exhibit 101 ("XBRL") to Amendment No. 2.

No other changes have been made to the Amendment No. 2. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Amendment No. 2.




ITEM 6.                      EXHIBITS.

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

Exhibit No.
 
Description
 
3.10
 
Articles of Amendment to the Articles of Incorporation containing the designations, rights and preferences of the Series C Convertible Preferred Stock (Incorporated by reference to the Current Report on Form 8-K as filed on April 4, 2012).
 
4.1
 
Series C Common Stock Purchase Warrant issued to Metamining Inc. (Incorporated by reference to the Report on Form 8-K as filed on April 4, 2012).
 
10.9
 
Share Exchange Agreement dated March 30, 2012 by and among Linkwell Corporation, Metamining Nevada Inc. and Metamining Inc. (Incorporated by reference to the Report on Form 8-K as filed on April 4, 2012).
 
10.10
 
Purchase and Sale Agreement (Agreement No. NV01) dated April 15, 2011 by and between Little Valley Group, LLC and Metamining Inc. (Incorporated by reference to the Report on Form 8-K as filed on April 4, 2012).
 
10.11
 
Purchase and Sale Agreement (Agreement No. NV02) dated April 15, 2011 by and between Greater Nevada Ranches, LLC and Metamining Inc. (Incorporated by reference to the Report on Form 8-K as filed on April 4, 2012).
 
10.12
 
Purchase and Sales Agreement (Agreement No. NV03) dated April 15, 2011 by and between Western Resource Group, LLC and Metamining Inc. (Incorporated by reference to the Report on Form 8-K as filed on April 4, 2012).
 
10.13
 
Legal Counsel Agreement dated January 1, 2012 by and between Linkwell Corporation and the Shang Hai Hai Mai Legal Firm *
 
31.1
 
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
 
31.2
 
Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer *
 
32.1
 
Section 1350 Certifications of Chief Executive Officer and principal financial and accounting officer*
 
101.INS
 
XBRL INSTANCE DOCUMENT **
 
101.SCH
 
XBRL TAXONOMY EXTENSION SCHEMA **
 
101.CAL
 
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **
 
101.DEF
 
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **
 
101.LAB
 
XBRL TAXONOMY EXTENSION LABEL LINKBASE **
 
101.PRE
 
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **
 
 
*
 
Previously filed.
 
**
 
In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Linkwell Corporation
     
Date: September 11, 2012
By: 
/s/ Xuelian Bian
   
Xuelian Bian,
   
Chief Executive Officer, President
Principal executive officer
Principal financial and accounting officer

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