AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 23, 2005

                          Registration No. 333-________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                              Linkwell Corporation
            (Exact name of registration as specified in its charter)


              Florida                              65-1053546
      -----------------------------                ------------
    (State or Other Jurisdiction of              (I.R.S. Employer
    Incorporation or Organization)               Identification No.)

                            No. 476 Hutai Branch Road
                                Baoshan District
                             Shanghai, China 200436
                           Telephone: (86) 21-56689332
          (Address and Telephone Number of Principal Executive Offices)

                          2005 Equity Compensation Plan
                            (Full Title of the Plan)

                        Copies of all communications to:
                      Xuelian Bian, Chief Executive Officer
                            No. 476 Hutai Branch Road
                                Baoshan District
                             Shanghai, China 200436
                           Telephone: (86) 21-56689332




<PAGE>


                         CALCULATION OF REGISTRATION FEE


                                      Proposed    Proposed
                                       maximum     maximum
                                       offering   aggregate         Amount of
Title of securities     Amount to be   price per   offering        registration
 to be registered       registered       share       price              fee
------------------------------------------------------------------------------
Common Stock, $.0005
par value per share   (1)5,000,000       $0.10      $ 500,000         $59


(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act of 1933, as amended, based upon the average of the closing bid and asked
prices of the securities on the Over-the-Counter Bulletin Board on August 18,
2005.

Pursuant to Rule 416, there are also being registered such additional number of
shares of common stock as may be issuable as a result of the anti-dilution
provisions of the options.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This registration statement relates to separate prospectuses. Items 1 and 2 of
this Part I, and the documents incorporated herein by reference pursuant to Item
3 of Part II of this Form S-8, constitute the first prospectus relating to
issuances to our employees, directors, consultants and others of up to 5,000,000
shares of common stock pursuant to our 2005 Equity Compensation Plan (the
"Plan"). Pursuant to the requirements of Form S-8 and Rule 428, we will deliver
or cause to be delivered to Plan participants any required information as
specified by Rule 428(b)(1). The second prospectus, referred to as the reoffer
prospectus, relates to the reoffer or resale of any shares that are deemed to be
control securities or restricted securities under the Securities Act of 1933, as
amended.
                                   PROSPECTUS

Item 1. Plan Information

We established the 2005 Equity Compensation Plan ("Plan") effective June 28,
2005 covering 5,000,000 shares of our common stock, to provide us with
flexibility and to conserve our cash resources in compensating certain of our
technical, administrative and professional employees and consultants. The
issuance of shares under the Plan is restricted to persons and firms who are
closely related to us and who provide services in connection with the
development and production of our products and services or ot herwise in
connection with our business. The Plan authorizes us currently to issue up to
5,000,000 shares of our common stock. Securities must be issued only for bona

<page>


fide services. Shares are awarded under the Plan pursuant to individually
negotiated compensation contracts or as determined and/or approved by the Board
of Directors or compensation committee. The eligible participants include
directors, officers, employees and non-employee consultants and advisors. There
is no limit as to the number of securities that may be awarded under the Plan to
a single participant. We anticipate that a substantial portion of the securities
to be issued under the Plan will be issued as compensation to our employees,
directors, technical consultants and advisors who provide services in the
development and promoting of our various products and services and assisting the
Company in developing our internal infrastructure, our strategic planning, and
our acquisition and strategic alliance program.

The Plan does not require restrictions on the transferability of securities
issued thereunder. However, such shares may be restricted as a condition to
their issuance where the Board of Directors deems such restrictions appropriate.
The Plan is not subject to the Employee Retirement Income Securities Act of 1974
("ERISA"). Restricted shares awarded under the Plan are intended to be fully
taxable to the recipient as earned income.

Item 2. Company Information and Employee Plan Annual Information

We will provide without charge, upon written or oral request, the documents
incorporated by reference in Item 3 of Part II of this Registration Statement.
These documents are incorporated by reference in the Section 10(a) prospectus.
We will also provide without charge, upon written or oral request, all other
documents required to be delivered to recipients pursuant to Rule 428(b). Any
and all such requests shall be directed to the Company at its principal office
at 476 Hutai Branch Road, Baoshan District, Shanghai, China 200436, Phone: (86)
21-56689332

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


No person has been authorized by us to give any information or to make any
representation other than as contained in this prospectus and, if given or made,
such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock issuable under the terms of the Plan shall, under
any circumstances, create any implication that there has been no change in our
affairs since the date hereof. Our principal offices are located at 476 Hutai
Branch Road, Baoshan District, Shanghai, China 200436, Phone: (86) 21-56689332.

<page>


THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.


<PAGE>


                               REOFFER PROSPECTUS


                              Linkwell Corporation
                        5,000,000 Shares of Common Stock
                               ($.0005 par value)


This prospectus forms a part of a registration statement, which registers an
aggregate of 5,000,000 shares of common stock issued or issuable from
time-to-time under the Linkwell Corporation 2005 Equity
Compensation Plan. Linkwell Corporation is referred to in
this prospectus as "Linkwell Corporation", "we", "us" or "our". The 5,000,000
shares covered by this prospectus are referred to as the "Shares". Persons who
are issued Shares are sometimes referred to as the "selling security holders."
This prospectus also covers the resale of Shares by persons who are our
"affiliates" within the meaning of federal securities laws. Affiliated selling
security holders may sell all or a portion of the Shares from time to time in
the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices, but which may not exceed 1% of our outstanding common
stock. We will not receive any proceeds from sales of Shares by selling security
holders. These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense. This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.





                 The date of this prospectus is August 23, 2005.

<page>
                              AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, we file reports, proxy
statements and other information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed with the Commission can be
inspected and copied at the public reference facilities of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of this material can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a website on the Internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


The following documents filed by us with the Commission are incorporated herein
by reference and made a part hereof:

        - Current Report on Form 8-K filed August 16, 2005
        - Quarterly Report on Form 10-QSB filed August 16, 2005
        - Current Report on Form 8-K/A filed on July 19, 2005
        - Quarterly Report on Form 10-QSB filed on May 19, 2005
        - Current Report on Form 8-K filed on May 16, 2005
        - Current Report on Form 8-K filed on May 13, 2005
        - Current Report on Form 8-K filed on May 6, 2005
        - Annual Report on Form 10KSB/A filed on April 1, 2005.


In addition, all reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus. We hereby undertake to provide without charge to each person,
including any beneficial owner, to whom a copy of the prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, 476 Hutai
Branch Road, Baoshan District, Shanghai, China 200436, Phone: (86) 21-56689332.



<PAGE>


                                   THE COMPANY

This prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. You are urged to read this
prospectus carefully and in its entirety.

OVERVIEW
            As of August 1, 2005, we have two operating subsidiaries, Aerisys
Incorporated ("Aerisys"), a Florida corporation which is comprised of the
Aerisys Intelligent Community(TM) services, and Linkwell Tech Group, Inc. During
fiscal year 2003, we had two divisions: our Entertainment Division and our
Technology Division. Effective 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.


RECENT TRANSACTIONS
         On May 2, 2005 we entered into and consummated a share exchange with
all of the shareholders of Linkwell Tech Group, Inc. ("Linkwell"). Pursuant to
the share exchange, we 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. Under the terms of the share exchange, the Linkwell
shareholders received approximately 4.53 shares of our common stock for each
share of Linkwell owned by them prior to the transaction. This share exchange,
which was structured to be a tax-free exchange under the Internal Revenue Code
of 1987, as amended, resulted in a change in our control. Gary Verdier, Harvey
Judkowitz and George Williams, our then officers and directors resigned at the
closing of the share exchange and Wei Guan and Xuelian Bian, who are the
officers and directors of Linkwell, were appointed. No individuals or entities
received any compensation, including finder's fees, in connection with the share
exchange. The Share Exchange Agreement contains customary representations and
warranties and cross-indemnification provisions.

         In connection with the share exchange, in order to satisfy all
outstanding obligations and indebtedness owed by our company to Mr. Verdier and
certain third parties, Linkwell provided us $175,000 which we provided to
Verdier to be used by Verdier to pay our third party creditors (including Mr.
Verdier), and we issued to Mr. Verdier 1,400,000 shares of our common stock.

OVERVIEW OF LINKWELL TECH GROUP, INC.

        Linkwell  Tech  Group,  Inc.  was  founded on June 22,  2004,  as a
Florida corporation.  When used in this report,  the terms the
"Company," "we," and "us" refers to Linkwell Corporation, a Florida corporation,
our wholly-owned  subsidiary Linkwell Tech Group,Inc., a Florida  corporation
("Linkwell"),  and Linkwell's 90% owned subsidiary Shanghai Likang Disinfectant
High-Tech Company, Limited ("Likang").

<page>


         Linkwell is a holding company. On June 30, 2004, Linkwell acquired 90%
of Likang pursuant to a stock exchange. Likang was founded in 1988. Likang is
involved in the development, manufacture and 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 regards the
hospital disinfecting products as the primary segment of its business.

         Likang was founded by the China Army Second Military Medical University
in 1993. The company utilizes the capabilities of the Second Military Medical
University's research and development unit. The company does not have an
agreement with the China Army Second Military Medical University. Currently the
Company offers a variety of disinfectant products for the following
applications:

        |X|      Skin and mucous membrane disinfection
        |X|      Hand disinfection
        |X|      Environment and surface disinfection
        |X|      Medical devices and equipment disinfection
        |X|      Machine disinfection

         Likang has a national presence in more than 30 provinces across
mainland China. Likang's products have gradually penetrated to the civil
disinfection, industrial disinfection, livestock and agricultural disinfection
and other types of specialized industries, providing the most specialized
service for its customers. Primarily Likang is a domestic company; Likang will
look for ways to expand its distribution network on the international stage.

         Likang has its own network of sales representatives. Likang has
educated the sale network. The sales network currently covers hospitals in
twenty provinces including: Shanghai, Beijing, Guangdong, Tianjin, Fujian,
Yunnan, Hainan, Jiangsu, Zhejiang, Anhui, Shandong, Henan, Hebei, Liaoning,
Heilongjiang, Shanxi, Gansu, Ningxia, Guizhou, Hunan, Sichuan, Xinjiang,
Neimenggu.


Industry Background


         The SARS outbreak created widespread recognition of the critical need
for health standards. This concern has led to a surge in interest for
disinfectant products. Furthermore the Chinese government created national
standards to assure higher health standards. The Ministry of Public Health in
China established national standards for the disinfectant industry. In July
2002, the Ministry of Public Health issued the 27th order of Ministry of Health
of the People's Republic of China. This ordinance implemented new standards for
the industry. The first criterion of the new order stipulates that disinfectant
manufacturers in China must obtain a license to manufacture hygiene
disinfectants.

         The new standards established guidelines for all disinfectant
manufacturers. Prior to release all disinfectant instruments must obtain the
official hygiene permit document of Ministry of Public Health. Prior to release
all disinfectant hygiene products must receive 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.

         To date, Likang has been granted 10 hygiene licenses by the Ministry of
Public Health. The Company has filed applications for an additional four
products, and the Company is currently preparing application documents for six
additional products. Presently Likang meets all standards initiated by the
ordinance recently imposed.

         Once again the SARS outbreak has resulted in an increased national
awareness for health standards. Likang has witnessed a surge in demand for its
products. According to "China TCM Newspaper", many households and companies
maintained stockpiles of disinfectant products immediately following the SARS
related events. While this stockpile represented a one-time surge in sales for
the industry, as these stockpiles begin to decrease Likang expects to witness an
additional surge in demand. There is no assurance as to the timing of this
surge, however increased public awareness and heightened national standards are
two factors, which support the growth of demand for disinfectant products.


<page>


Recent Linkwell Transactions

         On June 30, 2004, Linkwell 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 Commission 16.25% and Baoshan
District Dachang Town South Village Economic Cooperation Club 83.75%. Likang's
officers and directors, Messrs. Xuelian Bian and Wei Guan, own Shanghai Likang
Pharmaceuticals Technology Company, Limited, owning 90% and 10%, respectively,
of that company.

Product Lines

         Likang specializes in the production, sale, and distribution of
disinfectant health care products. Likang manufactures and sells disinfectant
liquid and tablet products as well as disinfectant instruments, devices, and
materials such as the air disinfection machine, hot press bag, disinfection
swab, and disinfection tampon. Likang's products are utilized by the hospital
and medical industry in China. Likang developed and manufactures approximately
95% of the products it sells, and distributes approximately 5% of products
developed and manufactured by third parties.

         As of July 6, 2005, Likang offers a variety of products: general skin
disinfection series, hand sanitation series, environmental sanitation
disinfectant series, medical instrument disinfectant series, antiseptic
disinfection series and an air disinfection series. The tables below offer a
summary of the current product offerings of the Company.


                                         Skin and mucous membrane

<table>

<s>                                          <c>                   <c>                      <c>
--------------------------------------------- --------------------- ----------------------- -------------------------
Product Names                                 Ingredients           Intended Use            Industry Standard
--------------------------------------------- --------------------- ----------------------- -------------------------
Anerdian Skin Disinfectant                    iodine, alcohol       skin disinfection       Q/SUVE 20-2003
--------------------------------------------- --------------------- ----------------------- -------------------------
Anerdian type 3rd skin and mucous membrane    iodine,               skin & mucous           Q/SUVE 22-2003
disinfectant                                  chlorhexidine         membrane disinfectant
--------------------------------------------- --------------------- ----------------------- -------------------------
Dianerkang PVP-I disinfectant                 povidone-iodine       skin & mucous           Q/SUVE 28-2004
                                                                    membrane disinfectant
--------------------------------------------- --------------------- ----------------------- -------------------------
Dianerkang alcohol disinfectant               alcohol               skin disinfection       Q/SUVE 08-2004
--------------------------------------------- --------------------- ----------------------- -------------------------

</table>




                                                               Hand Disinfection
<table>

<s>                                          <c>                <c>                  <c>
-------------------------------------------- ------------------ -------------------- --------------------------------
Product Names                                Ingredients        Intended Use         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        Q/SUVE 09-2004
hand scrub                                   gluconate          disinfection
-------------------------------------------- ------------------ -------------------- --------------------------------

</table>

<page>


                                           Environment and Surface Disinfection

<table>
<s>                          <c>                               <c>                    <c>
---------------------------- --------------------------------- ----------------------- ------------------------------
Product name                 Ingredients                       Intended Use            Industry standard
---------------------------- --------------------------------- ----------------------- ------------------------------
Aiershi disinfectant         trichloroisocyanuric acid         circumstance and        Q/SUVE 34-2004
tablets                                                        surface disinfection
---------------------------- --------------------------------- ----------------------- ------------------------------
Lvshaxing disinfectant       dichloro dimethylhydantoin        circumstance and        Q/SUVE 33-2003
tablets                                                        surface disinfection
---------------------------- --------------------------------- ----------------------- ------------------------------
Lvshaxing disinfectant       dichloro dimethylhydantoin        circumstance and        Q/SUVE 32-2003
granule                                                        surface disinfection
---------------------------- --------------------------------- ----------------------- ------------------------------

</table>

                                                 Medical devices and equipment

<table>
<s>                          <c>                               <c>                    <c>
------------------------------------------ ---------------------- --------------------- -----------------------------
Product name                               Ingredients            Intended Use          Industry Standard
------------------------------------------ ---------------------- --------------------- -----------------------------
Dianerkang 2% glutaraldehyde               glutaraldehyde         disinfection and      Q/SUVE 10-2003
disinfectant                                                      sterilization of
                                                                  device
------------------------------------------ ---------------------- --------------------- -----------------------------
Dianerkang 2% glutaraldehyde               glutaraldehyde         disinfection and
disinfectant (for the                                             sterilization of
                                                                  endoscopes
------------------------------------------ ---------------------- --------------------- -----------------------------
Dianerkang multi-enzyme rapid detergents   multi-Enzyme           rinsing and
                                                                  decontamination of
                                                                  device
------------------------------------------ ---------------------- --------------------- -----------------------------
</table>

                                                                  Machine series

<table>
<s>                          <c>                               <c>                    <c>
--------------------------------------------- ------------------ -------------------------- -------------------------
Product Name                                  Ingredients        Intended Use               Industry standard
--------------------------------------------- ------------------ -------------------------- -------------------------
Lvshaxing LKQG-1000 air disinfection machine  ozone,             air disinfection
                                              ultraviolet
                                              radiation,
                                              electrostatic
--------------------------------------------- ------------------ -------------------------- -------------------------
An'erdian disinfection swab                   an'erdian          skin & disinfection
--------------------------------------------- ------------------ -------------------------- -------------------------
Dian'erkang hot press bag                     iron powder,       drive the "feng"
                                              active carbon      Stop the pain
                                                                 dispel the "han"
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang test paper of chlorine                 reaction regent    indicator of               Q/SUVE 40-2003
                                                                 disinfectant
                                                                 concentration
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang 121 stream pressure sterilization      indication oil     indication of
chemical indicator                                               sterilization effect
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang 132 stream pressure sterilization      indication oil     indication of
chemical indicator                                               sterilization effect
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang stream pressure sterilization          indication oil     indication of
chemical indicator                                               sterilization effect
--------------------------------------------- ------------------ -------------------------- -------------------------
</table>

Customers

         We sell our products on a wholesale and retail basis to domestic
hospitals, medical suppliers, and distribution companies. We have approximately
5,000 customers. For fiscal year ended December 31, 2004 we had only one
customer, Shanghai Likang Machinery and Medicine Co., Ltd., who represented more
than 10% of our total net revenues: it accounted for approximately 37% of our
total revenue. We have contracts with all our dealer and agent customers. We do
not have contracts with hospital customers or other retail customers. We
generally offer payment terms of three to six months before payment for the
products is due.


<page>

Product Revenues

         For the fiscal year ended December 31, 2004, sales of product groups
were as follows:


       Product                                                 2004 USD Revenues
                                                                     (thousands)

An'erdian skin disinfectant                                            $2,055.2
Dianerkang  2% potentiated glutaraldehyde
  (medical equipment) disinfectant                                        510.00
Ai'ershi (environment) disinfection tablets                               600.00
Jifro (hand) disinfectant gel                                             222.30
Lvshaxing LKQG-1000 air disinfection (machine)                             36.20
----------------------------------------------                        ---------
Total                                                                  $3,423.7

Manufacturing

         We manufacture 38 disinfectant products. Likang has two new production
workshops according to Good Manufacturing Practice ("GMP") standards,
established in 2002 and 2004, respectively, which include first-class production
lines, and space for an advanced laboratory. Likang owns the machinery in its
facility. The manufacturing facility has the capacity to annually produce
approximately 30 million 300ml bottles of liquid disinfectant and approximately
three million 100g bottles of tablet and powder disinfectant. The manufacture
time for the liquids and tablets is approximately one day.

         We package our products in various packaging specs including, for the
liquid and gel disinfectants: 40ml, 50ml, 60ml, 80ml, 500ml, 750ml, 1L, and 1.5L
per bottle, and 2.5L and 5L per barrel; for the tablets: 50 piece, 100 piece and
200 piece per bottle; and the powder: 500g and 250g.

     We maintain an inventory of finished  products equal to  approximately  two
and   one-half  (2  1/2)  months   average   sales.   Shanghai   Likang   Meirui
Pharmaceuticals High-Tech Co., Ltd., an affiliated entity, produces two products
for Likang.


Raw Materials

         We purchase most of our raw materials for our disinfectant products
from six suppliers. To ensure the supply of raw materials, we acquire raw
materials through contracts with our suppliers, however the raw materials are
readily available from a number of other suppliers. We have not experienced any
difficulty in obtaining the necessary raw materials for our products.

         We have maintained a good business relationship with our major
suppliers for over 10 years. The table below outlines the suppliers and origin
of raw materials used by Likang.

<table>
       <s>                         <c>                                                     <c>

        Raw materials               Suppliers                                               Origin
        --------------------------- ------------------------------------------------------- ---------------
        iodine                      Shanghai Wenshui Chemical Co., Ltd                      America
        --------------------------- ------------------------------------------------------- ---------------
        potassium iodide            Shanghai Wenshui Chemical Co., Ltd                      Holland
        --------------------------- ------------------------------------------------------- ---------------
        glutaraldehyde              Shanghai Jin an tang Hygienical Product Factory         Germany
        --------------------------- ------------------------------------------------------- ---------------
        Triclosan                   Ciba Speciality Chemicals (China)LTD                    Domestic
        --------------------------- ------------------------------------------------------- ---------------
        alcohol                     Shanghai Jangbo Chemical Co., L td                      Domestic
        --------------------------- ------------------------------------------------------- ---------------
        trichloroisocyanuric acid   Xuzhou Keweisi Disinfectant Co., Ltd                    Domestic
        --------------------------- ------------------------------------------------------- ---------------
        Ozone   producing   device  Shanghai Likang Meirui  Pharmaceutical  High-Tech Co.,  Domestic
        equipment                   Ltd
        --------------------------- ------------------------------------------------------- ---------------
        ultraviolet      radiation  Shanghai Likang Meirui  Pharmaceutical  High-Tech Co.,  Domestic
        lamp light                  Ltd
        --------------------------- ------------------------------------------------------- ---------------

</table>

<page>

     A small  part of  procurement  need to pay  instantly,  other  procurements
usually pay after one or three months. Shanghai Shanhai Group, Likang's minority
shareholder,   is  the   principal   shareholder   of  Shanghai   Likang  Meirui
Pharmaceutical High-Tech Co., Ltd.

Warehousing and Shipping

         We inventory our products and fill all customer orders from our 21,500
square foot facility in Jiading District, Shanghai. We have an in-house
fulfillment and distribution operation, which is used to manage the entire
supply chain, beginning with the placement of the order, continuing through
order processing, and then fulfilling and shipping of the product to the
customer.

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.

New Product Development

         Likang was founded by the China Army Second Military Medical University
in 1993. The company utilizes the capabilities of the Second Military Medical
University's research and development unit. We pay for the use of these
capabilities on an as needed basis and the costs are included in our new product
development expenses. We do not have an agreement with the China Army Second
Military Medical University.

         Relying on the research and development unit of the Second Military
Medical University, Likang is committed to developing new products. Likang owns
all rights to the research and formulas it develops utilizing the capabilities
of the Second Military Medical University's research and development unit.

New Products

         Working with the research and development unit of the Second Military
Medical University, Likang is currently developing new products. The table below
outlines a series of potential new product releases.

<page>

                Project Name                Completion Date         Sub sector
        ------- -------------------------- -----------------   -----------------
        1       Glutaraldehyde Monitors        2005                    chemical
                                                                      indicators
        ------- -------------------------- -----------------   -----------------
        2       B-D test paper                 2005                    chemical
                                                                      indicators
        ------- -------------------------- -----------------   -----------------
        3       B-D test standard test bag     2005                    chemical
                                                                      indicators
        ------- -------------------------- -----------------   -----------------
        4       88 brand disinfectant          2005              liquid chemical
                                                                    disinfectant
        ------- -------------------------- -----------------   -----------------

         B-D test paper and B-D test standard test bag are used in a B-D test in
order to judge if one pre-vacuum steam sterilization apparatus is qualified to
executing the sterilization cycle. The glutaraldehyde monitor is used to judge
if the originally or in used glutaraldehyde disinfectant is qualified. The 88
brand disinfectant is a kind of liquid chemical disinfectant and contains the
sodium hypochlorite. Its period of validity is almost two years, which is longer
than that of a similar product used now (which commonly is valid for three
months) in daily disinfection, such as the dishware, fruit and vegetable,
clothes and etc.

Marketing and Sales

         Likang maintains a proprietary network of sales executives. Primarily
30% of Likang's sales are achieved by the company's sales force, and 70% of
sales are achieved by independent salespersons, dealers and agents. Likang has a
national presence in more than 30 provinces across mainland China. Likang's
products have gradually penetrated to the civil disinfection, industrial
disinfection, livestock and agricultural disinfection and other types of
specialized industries, providing the most specialized customer service for its
customers. Likang primarily markets and sells its products in China; it is
looking for ways to expand its distribution network internationally.
Headquartered in Shanghai, Likang has approximately 23 independent salespersons,
dealers and agents located throughout the country who sell its products in
nearly all provinces. The main sales method of Likang is point-to-point service
through the independent salespersons, dealers and agents.

Intellectual Property

         Likang has developed over 10 different products, and has received five
patents and has three pending patent applications with National Property Right
Administration of the PRC. The following is a list of Likang's patents and
pending patent applications:

<table>
<s>                                <c>                                                 <c>
---------------------------------- --------------------------------------------------- -------------------------------
Patent Category                    Patent name                                         Patent No
---------------------------------- --------------------------------------------------- -------------------------------
Practicality new pattern           a kind of bottle can be open repeatedly easily      ZL  03  2  29616.9
---------------------------------- --------------------------------------------------- -------------------------------
Appearance design                  Bottle (with the wing stretch)                      ZL  00  3  14391.0
---------------------------------- --------------------------------------------------- -------------------------------
Appearance design                  Test paper box of chlorine                          ZL  2003 3 0108274.5
---------------------------------- --------------------------------------------------- -------------------------------
Practicality new pattern           Container with the vacuum pump                      ZL  2004 3 0022740.2
---------------------------------- --------------------------------------------------- -------------------------------
invention                          Anti the HP Gel                                     ZL 03 2 10513.4
---------------------------------- --------------------------------------------------- -------------------------------
invention                          The device dealing with the sewage without the      Application NO :200420090682.1
                                   additional energy
---------------------------------- --------------------------------------------------- -------------------------------
invention                          Low smell and stimulus contain chlorine             Application NO :200410099002-7
                                   disinfectant tablet, powder etc
---------------------------------- --------------------------------------------------- -------------------------------
invention                          A kind of new skin &mucous membrane disinfectant    Application NO :200420037013.8
                                   and the preparation methods
---------------------------------- --------------------------------------------------- -------------------------------

</table>

         Likang has three registered trademarks with the China State
Administration for industry and commerce trademark office for An'erdian, Jifro
and Dian'erkang, and one pending application to register a trademark for
Lvshaxing.

<page>

         In addition, to protect our proprietary rights, we rely generally on
confidentiality agreements with employees, salespersons 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.
We can give no assurance that our agreements with employees, consultants and
others who participate in the production of our products will not be breached,
or that we will have adequate remedies for any breach, or that our proprietary
technologies will not otherwise become known or independently developed by
competitors.

Competition

     All of our  product  groups  operate  in  highly  competitive  markets.  We
primarily compete with other manufacturers of disinfectant  products.  There are
approximately over 1000 manufacturers and distributors of disinfectant  products
in China. Our principal  competitors for sale of chemical  disinfectants are: 3M
and  Ace   Disinfection   Factory  Co.,  Ltd.  Our  principal   competitors  for
disinfection instruments are Chengdu Kangaking Instrument Co., Ltd. and Hangzhou
Yangchi  Medicine  Article Co.,  Ltd.  Our  principal  competitors  for chemical
indicators are: 3M and Shandong Xinhua Medical Instrument Co., Ltd.

         We believe that the following are the principal competitive strengths
that differentiate Likang from the competition:

        o        Product selection and availability,
        o        Advanced technology;
        o        Research and development,
        o        Manufacturing capacity,
        o        Trained service personnel,
        o        Reliability and speed of delivery,
        o        Personalized service, and
        o        Price.


Government Regulations

         Our business and operations are located in the People's Republic of
China ("PRC"). 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. 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 doing 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. The new standards established guidelines for all disinfectant
manufacturers. Prior to release all disinfectant instruments must obtain the
official hygiene permit document of Ministry of Public Health. Prior to release
all disinfectant hygiene products must receive approval of the provincial
hygiene administrative department. As of July 6, 2005, Likang has been granted
10 hygiene licenses by the Ministry of Public Health. Likang has filed
applications for an additional four products, and Likang is currently preparing
application documents for six additional products. As of July 6, 2005, Likang
meets all standards initiated by the ordinance recently imposed.

         Likang is 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.

<page>

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
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 limited 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 that 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 (Washington Post, February 26, 2004). It was recently reported that
China's government plans to sell shares in state companies worth $380 billion on
domestic stock markets to raise money for a national pension system and improve
the management of firms. China has also announced plans to sell shares in the
biggest state-owned bank, the Industrial & Commercial Bank of China, in 2006.
Taken together, the two reports underscore China's continued implementation of
its economic reforms.

<page>

 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.

Certain Relationships and Related Party Transactions

         Likang is engaged in business activities with two affiliated entities.
Shanghai Likang Pharmaceuticals Technology Company, Limited, which is owned by
Messrs. Xuelian Bian and Wei Guan, Likang's officers and directors, sells our
products to third parties. At March 31, 2005, the amount owed to us by Shanghai
Likang Pharmaceuticals Technology Company, Limited, was $390,289.

         Shanghai Likang Meirui Pharmaceuticals High-Tech Company, a company of
which Shanghai Shanhai Group, Likang's minority shareholder, owns 68%, provides
certain contract manufacturing of two products for Likang and supplies us
certain raw materials. At March 31, 2005, Likang owed Shanghai Likang Meirui
Pharmaceuticals High-Tech Company $221,658.

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

Employees of Linkwell

         As of July 6, 2005, Likang employs 237 full time employees as follows:


        Department                                       Number of Employees
        ----------------------------------              --------------------

        Management and Administration                         24
        ----------------------------------              --------------------
        Production Center                                     70
        ----------------------------------              --------------------
        Research Professionals                                 9
        ----------------------------------              --------------------
        Logistics Services Center                             27
        ----------------------------------              --------------------
        Sales and Marketing                                   91
        ----------------------------------              --------------------
        Instrument Business Department                        16
        ----------------------------------              --------------------
        Total                                                 237
        ----------------------------------              --------------------

<page>

The following table illustrates the nine research professionals.

<table>

        <s>                        <c>     <c>                     <c>                     <c>
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Name                       Age      Title                   Specialty               Education
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Wang, Shuzhou              71       Professor               Public health           Second Military
                                                                                            Medical University
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Sun, Wensheng              38       Graduate Degree         Pharmacy                Second Military
                                                                                            Medical University
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Zhang, Zhongmin            37       Junior Professional     Chemical industry       Shanghai Chemical
                                                                                            Industry Professional
                                                                                            Training School
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Zhang, Wanguo              38       Doctor                  Pharmacy                Second Military
                                                                                            Medical University
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Jin, Xikui                 37       Undergraduate Course    Chemical industry       Shanghai Chemical
                                                                                            Industry Professional
                                                                                            Training School
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Zhou, Xiufang              33       Undergraduate Course    Chemical industry       Shanghai Science and
                                                                                            Technology University
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Su, Zhengyi                50       Undergraduate           Mechanical engineering  Shanghai Second Industry
                                            course                                          College
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Ni, Jinghai                54       Undergraduate           Mechanical engineering  Tongji university
                                            course
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Kou, Zhenchao              53       Undergraduate           Mechanical engineering  Shanghai Industry College
                                            course
        -------------------------- -------- ----------------------- ----------------------- --------------------------

</table>

OVERVIEW AERISYS INCORPORATED

            As of December 31, 2004, we have one operating subsidiary, Aerisys
Incorporated, a Florida corporation which is comprised of the Aerisys
Intelligent Community(TM) services. During fiscal tear 2003, we had two
divisions: our Entertainment Division and our Technology 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.

Aerisys Intelligent Community Schools

            We market and sell the Aerisys Intelligent Community(TM) to schools.
The Aerisys Intelligent Community(TM ) is a web-based software program and
private, browser-based intranet 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. The network is branded to a
private logo and color scheme for each school and Aerisys hosts the community
for the schools. Parents can receive private or group messages from teachers and
administrators, and schools are able to reduce paper costs.

            As of July 31, 2005, we had six customers under multi-year
contracts.

Sales and Marketing

            During fiscal 2004, Aerisys targeted K-12 private and parochial
schools because these schools had tuition payments that made our parent-based
fee structure logical. Additionally, these schools typically are autonomous
entities, able to make decisions and change technology without the review of a
school board. We intend to follow the same marketing strategy in fiscal 2005.

<page>

Competition

            The market for providing private, branded intranets to schools is
competitive. Our current and potential competitors include companies that are
well established both in the technology marketplace and the school arena. Our
competitors include companies such as Apple Computer with their Powerschool
solution and eChalk. Additionally, many schools have their own computer staff
and they may choose to develop and maintain their own Intranet web site. We
expect that it will be quite common for a company that offers or provides basic
website development services to offer schools a customized solution that
encompasses homework online and other similar features to the Aerisys
Intelligent Community(TM) for Schools.

            We further expect that as the suppliers of other school products
realize the market potential of school intranets, they may develop a solution to
compete with ours. We expect that these current and future competitors will
compete on price and service. If we are unable to compete, we may be required to
cease operations entirely.

Employees

            As of August 1, 2005, we had one-part time employee and no full-time
employees. Our part time employee provides technical services and support to our
Aerisys customers.

INACTIVE OPERATIONS

            We formed our entertainment division in June 2003 and hired Donald
Kirshner to serve as our Chief Executive Officer. After Mr. Kirshner resigned as
Chief Executive Officer on October 7, 2003, we conducted a search for a new
Chief Executive Officer but were unable to locate a viable candidate for the
position. Accordingly, we discontinued all operations in our Entertainment
Division in March 2003.

            We believe that we purchased the right to use Donald Kirshner's name
and likeness for a two-year period by entering into the employment agreement
with Mr. Kirshner. We are not certain if Mr. Kirshner agrees with our position.
Accordingly, that right did expire in May 2005.

HISTORY

            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, Philip Davis and John Lee, our founders and principal shareholders, 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. 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. 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. In May 2001, we received a
membership interest in PARIS Health Services, Ltd., which investment was
restructured as an interest in a limited liability company in January 2002. Due
to its financial difficulties, PARIS discontinued operations in the fourth
quarter of 2003 and we recorded a loss of approximately $258,000.

            Effective as of July 18, 2003, we changed our name to Kirshner
Entertainment & Technologies, Inc. This change was approved by our Board of
Directors and a majority of our shareholders effective as of June 9, 2003.
Effective August 16, 2005 our shareholders approved our proposal to change our
name to "Linkwell Corporation."


<page>

            On May 2, 2005 we entered into and consummated a share exchange with
all of the shareholders of Linkwell Tech Group, Inc. Pursuant to
the share exchange, we 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.

LEGAL PROCEEDINGS

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

            We entered into an employment agreement with Donald Kirshner in May
2003. Mr. Kirshner resigned from our Company, effective as of October 7, 2003.
Although Mr. Kirshner had resigned, we believed that we had purchased the rights
to use his name for a period of two years, expiring in May 2005. We do not know
if Mr. Kirshner agrees with this position and he could commence litigation
against us relating to our use of his name.

            In January 2004, the SEC commenced an informal inquiry of our
Company. At this time the company has not received any further information on
this matter and are therefore uncertain of the status of the SEC's informal
investigation.


PROPERTY

         Our facilities include our principal executive offices, located at No.
476 Hutai Branch Road, Baoshan District, Shanghai, China, and our manufacturing
facility located at 1104 Jiatang Road, Jiading District, Shanghai, 201807. We
own our principal executive office building, which consists of approximately
14,000 square feet. We lease approximately 21,500 square feet of manufacturing
space from Shanghai Likang Pharmaceutical Technology Company, Limited, an
affiliate of Likang, under a lease expiring December 2006 for an annual rent of
approximately $10, 890.

RISK FACTORS

         An investment in the securities offered hereby is speculative in nature
and involves a high degree of risk. The following factors are believed by
management to be all of the material risks that should be carefully considered
by investors before purchasing our shares.

                          RISKS RELATED TO OUR BUSINESS

The management of our company is located in the People's Republic of China
("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 U.S. 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 June 2006. 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, the abilities of our
board of directors to do business as a U.S. public company could be materially
and adversely affected. In such instances, 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.

<page>

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.

         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, we cannot
assure you that future events will not occur which could have been avoided if
the contracts were prepared in conformity with U.S. standards, or what the
impact, if any, of this hypothetical future events could have on our company.

Our business is highly dependent upon proprietary technologies.

         Our success depends on the knowledge, ability, experience and
technological expertise of our employees and on the legal protection of
proprietary rights. We claim proprietary rights in various unpatented
technologies, know-how, trade secrets and trademarks relating to the products we
sell. We believe these proprietary processes and formulas increase the quality
of our products and give us a competitive advantage in the marketplace. If our
competitors independently develop technologies that are substantially equivalent
or superior to our processes and products, the resulting increased competition
could reduce the demand for our products.

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 1000 manufacturers of
similar disinfectant products in China, but only approximately 30 manufcturers,
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 product which
can adversely effect our market share and competitive position in this product
group. As a result, we cannot assure you that we will be able to effectively
compete our product segments.

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 effectively pursue our business strategy
could be materially and negatively affected.

<page>

We cannot control the cost of our raw materials, which may adversely impact our
profit margin and financial position.

         Our principal raw materials are Alcohol, Trichloroisocyanuric Acid,
Iodine , Potassium iodide , Chlorhexidine acetate , Glutaraldehyde , Triclosan ,
Sodium Dichloroisocyanurate . The prices for these raw materials are subject to
market forces largely beyond our control, including availability and competition
in the market place. The prices for these raw materials have varied
significantly in the past and may vary significantly in the future. We may not
be able to adjust our product prices, especially in the short term, to recover
the costs of increases in these raw materials. Our future profitability may be
adversely affected to the extent we are unable to pass on higher raw material
costs to our customers.

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, 2004 revenues from one customer
represented approximately 37% 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.

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

         We have no direct business operation, other than our ownership of our
subsidiaries located in China, and 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 shared with an insurance company, and if
large enough, 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 holding company structure creates restrictions on the payment of dividends.

            While we have no current intention of paying dividends, 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. If future
dividends are paid in Renminbi, fluctuations in the exchange rate for the
conversion of Renminbi into U.S. dollars may adversely affect the amount
received by U.S. stockholders upon conversion of the dividend payment into U.S.
dollars. We do not presently have any intention to declare or pay dividends. You
should not purchase shares of our common stock in anticipation of receiving
dividends in future periods.

<page>

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 which are
used in our products which are proprietary in nature. To protect our proprietary
rights, we rely generally 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. We can give no
assurance that our agreements with employees, consultants and others who
participate in the production of our products will not be breached, or that we
will have adequate remedies for any breach, or that our proprietary technologies
will not otherwise become known or independently developed by competitors.

We have not voluntarily implemented various corporate governance measures, in
the absence of which, stockholders 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 Nasdaq such as independent directors and audit
committees. It is possible that if we were to adopt some or all of the corporate
governance measures, stockholders 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

We may be exposed to potential risks relating to our internal controls over
financial reporting and our ability to have those controls attested to by our
independent auditors.

         As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX
404"), the Securities and Exchange Commission adopted rules requiring public
companies to include a report of management on the company's internal controls
over financial reporting in their annual reports, including Form 10-KSB. In
addition, the independent registered public accounting firm auditing a company's
financial statements must also attest to and report on management's assessment
of the effectiveness of the company's internal controls over financial reporting
as well as the operating effectiveness of the company's internal controls. We
were not subject to these requirements for the fiscal year ended April 30, 2004.
We are evaluating our internal control systems in order to allow our management
to report on, and our independent auditors attest to, our internal controls, as
a required part of our annual report on Form 10-KSB beginning with our report
for the fiscal year ended April 30, 2006.

<page>

         While we expect to expend significant resources in developing the
necessary documentation and testing procedures required by SOX 404, there is a
risk that we will not comply with all of the requirements imposed thereby. At
present, there is no precedent available with which to measure compliance
adequacy. Accordingly, there can be no positive assurance that we will receive a
positive attestation from our independent auditors.

         In the event we identify significant deficiencies or material
weaknesses in our internal controls that we cannot remediate in a timely manner
or we are unable to receive a positive attestation from our independent auditors
with respect to our internal controls, investors and others may lose confidence
in the reliability of our financial statements and our ability to obtain equity
or debt financing could suffer.

                    RISKS RELATED TO DOING BUSINESS IN CHINA

Our operations are located in China and may be adversely affected by changes in
the political and economic policies of the Chinese government.

         Our business operations may be adversely affected 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 have material and negative impact on the market
price of our stock. In addition, the Chinese economy differs from the economies
of most countries belonging to the Organization for Economic Cooperation and
Development ("OECD"). These differences include:

            *          economic structure;
            *          level of government involvement in the economy;
            *          level of development;
            *          level of capital reinvestment;
            *          control of foreign exchange;
            *          methods of allocating resources; and
            *          balance of payments position.

         As a result of these differences, our business may not develop in the
same way or at the same rate as might be expected if the Chinese economy were
similar to those of the OECD member countries.

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

            The PRC only 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.


<page>

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, and thereby adversely affect the market for our products.

Any recurrence of severe acute respiratory syndrome, or SARS, or another
widespread public health problem, could adversely affect 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, and
         * a general slowdown in the Chinese economy.

         Any of the foregoing events or other unforeseen consequences of public
health problems could adversely affect our operations.

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.

<page>

The value of our securities will be affected by the foreign exchange rate
between U.S. dollars and Renminbi.

     The value of our common stock will be affected by the foreign exchange rate
between U.S.  dollars and Renminbi.  For example,  to the extent that we need to
convert U.S.  dollars into  Renminbi  for our  operational  needs and should the
Renminbi appreciate against the U.S. dollar at that time, our financial position
and the price of our common stock may be adversely affected.  Conversely,  if we
decide to convert our  Renminbi  into U.S.  dollars for the purpose of declaring
dividends on our common stock or for other business purposes and the U.S. dollar
appreciates  against the Renminbi,  the U.S.  dollar  equivalent of our earnings
from our subsidiaries in China would be reduced.

         Until 1994, the Renminbi experienced a gradual but significant
devaluation against most major currencies, including U.S. dollars, and there was
a significant devaluation of the Renminbi on January 1, 1994 in connection with
the replacement of the dual exchange rate system with a unified managed floating
rate foreign exchange system. Since 1994, the value of the Renminbi relative to
the U.S. Dollar has remained stable and has appreciated slightly against the
U.S. Dollar. Countries, including the United States, have argued that the
Renminbi is artificially undervalued due to China's current monetary policies
and have pressured China to allow the Renminbi to float freely in world markets.
On July 21, 2005 the PRC reported that it would have its currency pegged to a
basket of currencies rather than just tied to a fixed exchange rate to the U.S.
dollar. It also increased the value of its currency 2% higher against the U.S.
dollar, effective immediately.


         If any devaluation of the Renminbi were to occur in the future, returns
on our operations in China, which are expected to be in the form of Renminbi,
will be negatively affected upon conversion to U.S. dollars. Although we attempt
to have most future payments, mainly repayments of loans and capital
contributions, denominated in U.S. dollars, if any increase in the value of the
Renminbi were to occur in the future, our product sales in China and in other
countries may be negatively affected.

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 materially and negatively affected.

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

         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 stockholders 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.

<page>


                         RISKS RELATED TO THIS OFFERING

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. We do not presently have
sufficient working capital to fund the additional line and upgrade our
manufacturing facilities and technologies, and 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 stockholders will be reduced and those
stockholders may experience significant dilution. In addition, new securities
may contain certain rights, preferences or privileges that are senior to those
of our common stock. There can be no assurance that acceptable financing to fund
this project can be obtained on suitable terms, 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 adversely
affecting our ongoing operations and limiting our ability to increase our
revenues in the future.

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 stockholders.

         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 stockholders 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 stockholders.

         In addition, our articles of incorporation authorize the issuance of up
to 1,000,000 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 stockholder
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.

The Company's stock price will fluctuate and could subject the Company to
litigation.
         The market price of the Company's common stock may fluctuate
significantly in response to a number of factors, some of which are beyond its
control. These factors include:

        o        quarterly variations in operating results;

        o        changes in accounting treatments or principles;

        o        additions or departures of key personnel;

        o        stock  market  price and volume  fluctuations  of
                 publicly-traded  companies  in general and  Internet-related
                 companies in particular; and

        o        general political, economic and market conditions.

Because our stock currently trades below $5.00 per share, and is quoted on the
Over the Counter ("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.

         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.

This prospectus permits selling security holders to resell their shares. If they
do so, the market price for our shares may fall and purchasers of our shares may
be unable to resell them.

This prospectus includes 30,250,006 shares being offered by existing
stockholders, including 15,500,000 shares issuable upon the exercise of
outstanding common stock purchase warrants exercisable at prices ranging from
$0.15 to $0.167 per share. To the extent that these shares are sold into the
market for our shares, there may be an oversupply of shares and an undersupply
of purchasers. If this occurs the market price for our shares may decline
significantly and investors may be unable to sell their shares at a profit, or
at all.

We cannot predict whether we will successfully effectuate our current business
plan. Each prospective purchaser is encouraged to carefully analyze the risks
and merits of an investment in the Shares and should take into consideration
when making such analysis, among others, the Risk Factors discussed above.

There is a limited public market for the Company's common stock and there are no
assurances of a continued trading market for the Company's common stock.

The Company's common stock is currently quoted on the Over the Counter Market.
The Company's common stock is thinly traded. There are no assurances the Company
will maintain its listing. If the Company's common stock should be delisted, it
is likely that the stock would then be quoted on the Pink Sheets, which would
materially and adversely affect any future liquidity in the Company's common
stock.

We cannot predict whether we will successfully effectuate our current business
plan. Each prospective purchaser is encouraged to carefully analyze the risks
and merits of an investment in the Shares and should take into consideration
when making such analysis, among others, the Risk Factors discussed above.

FOR ALL OF THE AFORESAID REASONS, AND OTHERS, INCLUDING THOSE SET FORTH HEREIN,
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING AN
INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND OTHER
FACTORS SET FORTH IN THIS PROSPECTUS. THESE SECURITIES SHOULD ONLY BE PURCHASED
BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN EVOLVE ONE AND
HAVE NO IMMEDIATE NEED FOR A RETURN ON THEIR INVESTMENT.


<page>

                              Linkwell Corporation
                          2005 EQUITY COMPENSATION PLAN
Introduction

The following descriptions summarize certain provisions of our
2005 Equity Compensation Plan. This summary is not complete and is qualified by
reference to the full text of the Plan. A copy of the Plan has been filed as an
exhibit to the registration statement of which this prospectus is a part. Each
person receiving a Plan option or stock award under the Plan should read the
Plan in its entirety.

On June 28, 2005 ("Effective Date"), our Board of Directors authorized, approved
and adopted, the Plan covering 5,000,000 shares of common stock. As of August 1,
2005, no underlying options have been granted under the Plan.

The purpose of the 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. Our Board of Directors, or a committee
of the Board, will administer the 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 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. Unless the
Plan is approved by the Company's 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.

<page>


Eligibility

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.

Administration

The Plan will be administered by our Board of Directors or an underlying
committee (the "Committee"). The Board of Directors or the Committee determines
from time to time those of our 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.

Shares subject to awards


We have currently reserved 5,000,000 of our 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 our
Board of Directors and shareholders, 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 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.

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.

<page>


Terms of Exercise

The Plan provides that the options granted thereunder shall be exercisable from
time to time in whole or in part, unless otherwise specified by the Committee or
by the Board of Directors. 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.

Exercise Price

The purchase price for shares subject to incentive stock options must be at
least 100% of the fair market value of our common stock on the date the option
is granted, except that the purchase price must be at least 110% of the fair
market value in the case of an incentive option granted to a person who is a
"10% stockholder." A "10% stockholder" is a person who owns (within the meaning
of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time the
incentive option is granted, shares possessing more than 10% of the total
combined voting power of all classes of our outstanding shares. The Plan
provides that fair market value shall be determined by the Board or the
Committee in accordance with procedures, which it may from time to time
establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
us in monetary terms.

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 of our
common stock 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.

Manner of Exercise

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 therefor. Payment shall be in 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 shall be acceptable to the
Board of Directors or the Committee, provided that any loan or guarantee by us
of the purchase price may only be made upon resolution of the Board or Committee
that such loan or guarantee is reasonably expected to benefit us.

Option Period

All incentive stock options shall expire on or before the tenth anniversary of
the date the option is granted except as limited above. However, in the case of
incentive stock options granted to an eligible employee owning more than 10% of
the common stock, these options will expire no later than five years after the
date of the grant. Non-qualified options shall expire ten years and one day from
the date of grant unless otherwise provided under the terms of the option grant.

<page>


Termination

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 (a) while our
employee or (b) 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 shall terminate 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 shall terminate.

If an optionee's employment shall terminate for any reason other than death,
disability or retirement, all right to exercise the option shall terminate not
later than 90 days following the date of such termination of employment.


Modification and Termination of Plans

The Board of Directors or Committee may amend, suspend or terminate the Plan at
any time. However, no such action may prejudice the rights of any holder of a
stock grant or optionee who has prior thereto been granted options under the
Plan. Further, no amendment to this Plan which has the effect of (a) increasing
the aggregate number of shares subject to this Plan (except for adjustments due
to changes in our capitalization), or (b) changing the definition of "Eligible
Person" under the Plan, may be effective unless and until approved by our
shareholders, if required, in the same manner as approval of this Plan, if
required. Any such termination of the Plan shall not affect the validity of any
stock grants or options previously granted thereunder. Unless the Plan shall
theretofore have been suspended or terminated by the Board of Directors, the
Plan shall terminate on June 28, 2015.

<page>


Federal Income Tax Effects

         The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on December 31, 2004. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

         An employee granted an incentive stock option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received
upon exercise of the incentive stock option over the exercise price is an item
of tax preference under Section 57(a)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
stock acquired on exercise of an incentive stock option, long-term capital gain
or loss is recognized in an amount equal to the difference between the sales
price and the incentive option exercise price, provided that the option holder
has not disposed of the stock within two years from the date of grant and within
one year from the date of exercise. If the incentive option holder disposes of
the acquired stock (including the transfer of acquired stock in payment of the
exercise price of an incentive stock option) without complying with both of
these holding period requirements ("Disqualifying Disposition"), the option
holder will recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise price and the
lesser of the fair market value of the stock on the date the incentive option is
exercised (the value six months after the date of exercise may govern in the
case of an employee whose sale of stock at a profit could subject him to suit
under Section 16(b) of the Securities Exchange Act of 1934) or the amount
realized on such Disqualifying Disposition. Any remaining gain or loss is
treated as a short-term or long-term capital gain or loss, depending on how long
the shares are held. In the event of a Disqualifying Disposition, the incentive
stock option tax preference described above may not apply (although, where the
Disqualifying Disposition occurs subsequent to the year the incentive stock
option is exercised, it may be necessary for the employee to amend his return to
eliminate the tax preference item previously reported). We are not entitled to a
tax deduction upon either exercise of an incentive option or disposition of
stock acquired pursuant to such an exercise, except to the extent that the
option holder recognized ordinary income in a Disqualifying Disposition.

         If the holder of an incentive stock option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the incentive stock option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
incentive stock option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the common stock is issued to
the employee upon exercise of the incentive option. If an exercise is effected
using shares previously acquired through the exercise of an incentive stock
option, the exchange of the previously acquired shares will be considered a
disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

<page>

         In respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

         In connection with the issuance of stock grants as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Stock grants received by a person who is subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is
considered subject to a substantial risk of forfeiture so long as the sale of
such property at a profit could subject the stockholder to suit under that
section. The rights of the recipient are treated as transferable if and when the
recipient can sell, assign, pledge or otherwise transfer any interest in the
stock grant to any person. Inasmuch as the recipient would not be subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 and the stock grant, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross income the fair market value of the stock grant received once the
conditions to receipt of the stock grant are satisfied.


Restrictions Under Securities Laws


The sale of all shares issued under the Plan must be made in compliance with
federal and state securities laws. Our officers, directors and 10% or greater
shareholders, as well as certain other persons or parties who may be deemed to
be "affiliates" of ours under federal securities laws, should be aware that
resales by affiliates can only be made pursuant to an effective registration
statement, Rule 144 or other applicable exemption. Our officers, directors and
10% and greater stockholders may also become subject to the "short swing" profit
rule of Section 16(b) of the Securities Exchange Act of 1934.

                            SELLING SECURITY HOLDERS

The information under this heading relates to resales of Shares covered by this
prospectus by persons who are our "affiliates" as that term in defined under
federal securities laws. These persons will be members of our Board of Directors
and/or officers of our company. Shares issued pursuant to this prospectus to our
affiliates are "control" shares under federal securities laws. The following
table sets forth

<page>

         - the name of each affiliated selling security holder,
         - the amount of common stock owned beneficially, directly or
           indirectly, by each affiliated selling security holder,
         - the maximum amount of Shares to be offered by the affiliated
           selling security holders pursuant to this prospectus,
         - the amount of common stock to be owned by each affiliated selling
           security holder following sale of the Shares

Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities and
includes any securities which the person has the right to acquire within 60 days
through the conversion or exercise of any security or other right. The
information as to the number of shares of our common stock owned by each
affiliated selling security holder is based upon our books and records and the
information provided by our transfer agent.

We may amend or supplement this prospectus from time to time to update the
disclosure set forth in the table. Because the selling security holders
identified in the table may sell some or all of the Shares owned by them which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares, no
estimate can be given as to the number of Shares available for resale hereby
that will be held by the affiliated selling security holders upon termination of
the offering made hereby. We have therefore assumed, for the purposes of the
following table, that the affiliated selling security holders will sell all of
the Shares owned by them, which are being offered hereby, but will not sell any
other shares of our common stock that they presently own.

Persons who receive stock grants under the Plan and are deemed affiliates, may
effect sales of shares of common stock covered hereby not in excess of 1% of our
outstanding common stock of the Company in any three-month period.

No grants have been made under the Plan. Grants may be made to affiliates in the
future which we are not able to identify at this time. Before any of our
affiliates sell any of his or her shares received under the Plan, we will
supplement this prospectus with the required information regarding the names of
the persons selling, the total number of shares owned by these persons and the
number of shares proposed to be sold under this prospectus.

<table>

    <s>                      <c>                  <c>               <c>               <c>
                                                                      Shares to be     Percentage to be
         Name of Selling       Number of Shares      Shares to be     Owned After        Owned After
         Security Holder             Owned             Offered          Offering           Offering
     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------
</table>

                              PLAN OF DISTRIBUTION

The information under this heading includes resales of Shares covered by this
prospectus by persons who are our "affiliates" as that term in defined under
federal securities laws.

The Shares covered by this prospectus may be resold and distributed from time to
 time by the selling security holders in one or more transactions, including
ordinary broker's transactions, privately-negotiated transactions or through
sales to one or more broker-dealers for resale of these shares as principals, at
market prices existing at the time of sale, at prices related to existing market
prices, through Rule 144 transactions or at negotiated prices.

The selling security holders in connection with sales of securities may pay
usual and customary, or specifically negotiated, brokerage fees or commissions.
The selling security holders may sell Shares in one or more of the following
methods, which may include crosses or block transactions:

         o through the "pink sheets", on the OTC Bulletin Board, or on such
exchanges or over-the-counter markets on which our shares may be listed from
time-to-time, in transactions which may include special offerings, exchange
distributions and/or secondary distributions, pursuant to and in accordance with
the rules of such exchanges, or through brokers, acting as principal or agent;

         o in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such transactions, including sales
through brokers, acting as principal or agent, sales in privately negotiated
transactions, or dispositions for value, subject to rules relating to sales by
affiliates; or

         o through the writing of options on our shares, whether or not such
options are listed on an exchange, or other transactions requiring delivery of
our shares, or the delivery of our shares to close out a short position. Any
such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices.

<page>

In making sales, brokers or dealers used by the selling security holders may
arrange for other brokers or dealers to participate. The selling security
holders who are affiliates of the Company and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation. Information as to whether an
underwriter(s) who may be selected by the selling security holders, or any other
broker-dealer, is acting as principal or agent for the selling security holders,
the compensation to be received by underwriters who may be selected by the
selling security holders, or any broker-dealer, acting as principal or agent for
the selling security holders and the compensation to be received by other
broker-dealers, in the event the compensation of other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including the supplement, if any, to any person who purchases any of
the shares from or through a dealer or broker. We have advised the selling
security holders that, at the time a resale of the Shares is made by or on
behalf of a selling security holder, a copy of this prospectus is to be
delivered.


We have also advised the selling security holders that during the time as they
may be engaged in a distribution of the shares included herein they are required
to comply with Regulation M of the Exchange Act. With certain exceptions,
Regulation M precludes any selling security holders, any affiliated purchasers
and any broker-dealer or other person who participates in the distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchase made
in order to stabilize the price of a security in connection with the
distribution of that security.

Sales of securities by us and the selling security holders or even the potential
of these sales may have an adverse effect on the market price for shares of our
common stock.

                            DESCRIPTION OF SECURITIES
General

The following description of our capital stock and provisions of our Articles of
Incorporation is a summary thereof and is qualified by reference to our Articles
of Incorporation, copies of which may be obtained upon request. Our authorized
capital consists of 150,000,000 shares of common stock, par value $.0005 per
share and 1,000,000 shares of preferred stock, of which 43,304,139 shares of
common stock are issued and outstanding as of August 1, 2005 and 375,345 shares
of Series A Convertible Preferred Stock are issued and outstanding as of August
1, 2005, which are convertible into 3,753,450 shares of our common stock.

Common Stock

Holders of shares of common stock are entitled to share, on a ratable basis,
such dividends as may be declared by the board of directors out of funds legally
available therefor. Upon our liquidation, dissolution or winding up, after
payment to creditors, our assets will be divided pro rata on a per share basis
among the holders of our common stock.

Each share of common stock entitles the holders thereof to one vote. Holders of
common stock do not have cumulative voting rights which means that the holders
of more than 50% of the shares voting for the election of directors can elect
all of the directors if they choose to do so, and, in such event, the holders of
the remaining shares will not be able to elect any directors. Our By-Laws
require that only a majority of our issued and outstanding shares need be
represented to constitute a quorum and to transact business at a stockholders'
meeting. Our common stock has no preemptive, subscription or conversion rights
and is not redeemable by us.

Preferred Stock

Our articles of incorporation authorizes our board of directors to create and
issue series of preferred stock from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other rights, including voting rights, qualifications, limitations or
restrictions thereof as permitted under Florida law. Pursuant to authority
conferred upon the Board of Directors by the Articles of Incorporation of the
company, the company created a Series of 500,000 shares of Series A Convertible
Preferred Stock having the rights, preferences and limitations as follows:

        o     each share has a state value of $.80 per share,

        o     each share ranks parri passu 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,

        o     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 Corporation,

        o    the shares are convertible into shares of the company's Common
             Stock at a per share value of $.08 per share,

        o    the shares have no voting rights, and

        o    the shares are not subject to redemption.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Corporate Stock
Transfer 3200 Cheery Creek Drive South, Suite 430, Denver, CO 80209, Tel:
303-282-4800; Fax: 303-282-5800.

<page>

                                     EXPERTS

The consolidated financial statements of Linkwell Corporation f/k/a Kirshner
Entertainment & Technology, Inc. as of December 31, 2004 and 2003, and for
the years then ended, appearing in our Form 10-KSB for the year ended December
31, 2004 have been audited by Berkovits, Lago & Company, LLP independent
auditors, as set forth in their report thereon and are incorporated by reference
in reliance upon the authority of such firm as experts in auditing and
accounting, and the consolidated financial states for Linkwell Tech Group,
Inc. as of December 31, 2004, and for the year then ending, appearing in our
Current Report on Form 8-K/A dated July 19, 2005 have been audited by Sherb
& Co., LLP, independent auditors, as set forth in their report thereon and
are incorporated by reference in reliance upon the authority of such firm as
experts in auditing and accounting.



                                 INDEMNIFICATION

The Florida Business Corporation Act allows us to indemnify each of our officers
and directors who are made a party to a proceeding if

(a) the officer or director conducted himself or herself in good faith;

(b) his or her conduct was in our best interests, or if the conduct was not in
an official capacity, that the conduct was not opposed to our best interests;
and

(c) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful.

We may not indemnify our officers or directors in connection with a proceeding
by or in our right, where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3. Incorporation   of  Documents  by  Reference

The documents listed below are incorporated by reference in the Registration
Statement. All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part thereof from the date of
filing of such documents.

        - Current Report on Form 8-K filed August 16, 2005
        - Quarterly Report on Form 10-QSB filed August 16, 2005
        - Current Report on Form 8-K/A filed on July 19, 2005
        - Quarterly Report on Form 10-QSB filed on May 19, 2005
        - Current Report on Form 8-K filed on May 16, 2005
        - Current Report on Form 8-K filed on May 13, 2005
        - Current Report on Form 8-K filed on May 6, 2005
        - Annual Report on Form 10KSB/A filed on April 1, 2005.

<page>

All reports and documents filed by us pursuant to Section 13, 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective date of filing of
such documents. Any statement incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that
a statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.

We hereby undertake to provide without charge to each person, including any
beneficial owner, to whom a copy of the prospectus has been delivered, on the
written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, 476 Hutai Branch Road, Baoshan
District, Shanghai, China 200436, Phone: (86) 21-56689332

Item 4. Description of Securities

A description of the Registrant's securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel
Not applicable.

Item 6. Indemnification of Directors and Officers

The Florida Business Corporation Act allows us to indemnify each of our officers
and directors who are made a party to a proceeding if

(a) the officer or director conducted himself or herself in good faith; (b) his
or her conduct was in our best interests, or if the conduct was not in an
official capacity, that the conduct was not opposed to our best interests; and
(c) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful.

<page>

We may not indemnify our officers or directors in connection with a proceeding
by or in our right, where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

Item 7. Exemption From Registration Claimed

Persons eligible to receive grants under the Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and, in the absence of registration under the Act,
consent to the imprinting of a legend on the securities restricting their
transferability except in compliance with applicable securities laws.

Item 8. Exhibits

5.1 Opinion of Schneider Weinberger & Beilly LLP, includes Exhibit 23.2*
10.1 Kirshner Entertainment & Technology, Inc., 2005 Equity Compensation Plan.*
23.1 Consent of Independent Certified Public Accountants.*
23.2 Consent of Independent Certified Public Accountants.*
23.3 Consent of Schneider Weinberger & Beilly LLP, (included in Exhibit 5)*

* Filed herewith.

Item 9. Undertakings

                  The undersigned registrant hereby undertakes: (1) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;

(b) To reflect in the prospectus any facts or events a rising after the
effective date of the registration statement (or the most recent post- effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

<page>

(c) To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 against such liabilities (other than the payment by the registrant in
the successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

<page>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Shanghai, China, on August 9, 2005.


                   Linkwell Corporation


                  By: /s/ Xuelian Bian
                  -----------------------------------------
                  Xuelian Bian, CEO, President and
                  Principal Executive, Financial and Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.



SIGNATURE                           TITLE                             DATE
---------

/s/ Xuelian Bian     CEO, President,  Chairman of the Board,     August 9, 2005
----------------     and Principal Executive, Financial and
Xuelian Bian         Accounting Officer




/s/ Wei Guan         Vice President,                            August 9, 2005
----------------     Secretary and director
Wei Guan
[{"type": "S-8", "sequence": "1", "filename": "krses805.txt", "secsgml_size_bytes": 144841}]
{"company-data": {"conformed-name": "KIRSHNER ENTERTAINMENT & TECHNOLOGIES INC", "cik": "0001042463", "assigned-sic": "7371", "irs-number": "651053546", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127773", "film-number": "051043612"}, "business-address": {"street1": "5200 NW 33RD AVENUE", "street2": "SUITE 215", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "954-938-8010"}, "mail-address": {"street1": "5200 NW 33RD AVENUE", "street2": "SUITE 215", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309"}, "former-company": [{"former-conformed-name": "HBOA HOLDINGS INC", "date-changed": "20001116"}, {"former-conformed-name": "MIZAR ENERGY CO", "date-changed": "19980923"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 23, 2005

                          Registration No. 333-________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                              Linkwell Corporation
            (Exact name of registration as specified in its charter)

              Florida                              65-1053546
      -----------------------------                ------------
    (State or Other Jurisdiction of              (I.R.S. Employer
    Incorporation or Organization)               Identification No.)

                            No. 476 Hutai Branch Road
                                Baoshan District
                             Shanghai, China 200436
                           Telephone: (86) 21-56689332
          (Address and Telephone Number of Principal Executive Offices)

                          2005 Equity Compensation Plan
                            (Full Title of the Plan)

                        Copies of all communications to:
                      Xuelian Bian, Chief Executive Officer
                            No. 476 Hutai Branch Road
                                Baoshan District
                             Shanghai, China 200436
                           Telephone: (86) 21-56689332
CALCULATION OF REGISTRATION FEE

                                      Proposed    Proposed
                                       maximum     maximum
                                       offering   aggregate         Amount of
Title of securities     Amount to be   price per   offering        registration
 to be registered       registered       share       price              fee
------------------------------------------------------------------------------
Common Stock, $.0005
par value per share   (1)5,000,000       $0.10      $ 500,000         $59

(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act of 1933, as amended, based upon the average of the closing bid and asked
prices of the securities on the Over-the-Counter Bulletin Board on August 18,
2005.

Pursuant to Rule 416, there are also being registered such additional number of
shares of common stock as may be issuable as a result of the anti-dilution
provisions of the options.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This registration statement relates to separate prospectuses. Items 1 and 2 of
this Part I, and the documents incorporated herein by reference pursuant to Item
3 of Part II of this Form S-8, constitute the first prospectus relating to
issuances to our employees, directors, consultants and others of up to 5,000,000
shares of common stock pursuant to our 2005 Equity Compensation Plan (the
"Plan"). Pursuant to the requirements of Form S-8 and Rule 428, we will deliver
or cause to be delivered to Plan participants any required information as
specified by Rule 428(b)(1). The second prospectus, referred to as the reoffer
prospectus, relates to the reoffer or resale of any shares that are deemed to be
control securities or restricted securities under the Securities Act of 1933, as
amended.
                                   PROSPECTUS

Item 1. Plan Information

We established the 2005 Equity Compensation Plan ("Plan") effective June 28,
2005 covering 5,000,000 shares of our common stock, to provide us with
flexibility and to conserve our cash resources in compensating certain of our
technical, administrative and professional employees and consultants. The
issuance of shares under the Plan is restricted to persons and firms who are
closely related to us and who provide services in connection with the
development and production of our products and services or ot herwise in
connection with our business. The Plan authorizes us currently to issue up to
5,000,000 shares of our common stock. Securities must be issued only for bona
fide services. Shares are awarded under the Plan pursuant to individually
negotiated compensation contracts or as determined and/or approved by the Board
of Directors or compensation committee. The eligible participants include
directors, officers, employees and non-employee consultants and advisors. There
is no limit as to the number of securities that may be awarded under the Plan to
a single participant. We anticipate that a substantial portion of the securities
to be issued under the Plan will be issued as compensation to our employees,
directors, technical consultants and advisors who provide services in the
development and promoting of our various products and services and assisting the
Company in developing our internal infrastructure, our strategic planning, and
our acquisition and strategic alliance program.

The Plan does not require restrictions on the transferability of securities
issued thereunder. However, such shares may be restricted as a condition to
their issuance where the Board of Directors deems such restrictions appropriate.
The Plan is not subject to the Employee Retirement Income Securities Act of 1974
("ERISA"). Restricted shares awarded under the Plan are intended to be fully
taxable to the recipient as earned income.

Item 2. Company Information and Employee Plan Annual Information

We will provide without charge, upon written or oral request, the documents
incorporated by reference in Item 3 of Part II of this Registration Statement.
These documents are incorporated by reference in the Section 10(a) prospectus.
We will also provide without charge, upon written or oral request, all other
documents required to be delivered to recipients pursuant to Rule 428(b). Any
and all such requests shall be directed to the Company at its principal office
at 476 Hutai Branch Road, Baoshan District, Shanghai, China 200436, Phone: (86)
21-56689332

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person has been authorized by us to give any information or to make any
representation other than as contained in this prospectus and, if given or made,
such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock issuable under the terms of the Plan shall, under
any circumstances, create any implication that there has been no change in our
affairs since the date hereof. Our principal offices are located at 476 Hutai
Branch Road, Baoshan District, Shanghai, China 200436, Phone: (86) 21-56689332.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
REOFFER PROSPECTUS

                              Linkwell Corporation
                        5,000,000 Shares of Common Stock
                               ($.0005 par value)

This prospectus forms a part of a registration statement, which registers an
aggregate of 5,000,000 shares of common stock issued or issuable from
time-to-time under the Linkwell Corporation 2005 Equity
Compensation Plan. Linkwell Corporation is referred to in
this prospectus as "Linkwell Corporation", "we", "us" or "our". The 5,000,000
shares covered by this prospectus are referred to as the "Shares". Persons who
are issued Shares are sometimes referred to as the "selling security holders."
This prospectus also covers the resale of Shares by persons who are our
"affiliates" within the meaning of federal securities laws. Affiliated selling
security holders may sell all or a portion of the Shares from time to time in
the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices, but which may not exceed 1% of our outstanding common
stock. We will not receive any proceeds from sales of Shares by selling security
holders. These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense. This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                 The date of this prospectus is August 23, 2005.
AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, we file reports, proxy
statements and other information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed with the Commission can be
inspected and copied at the public reference facilities of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of this material can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a website on the Internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by us with the Commission are incorporated herein
by reference and made a part hereof:

        - Current Report on Form 8-K filed August 16, 2005
        - Quarterly Report on Form 10-QSB filed August 16, 2005
        - Current Report on Form 8-K/A filed on July 19, 2005
        - Quarterly Report on Form 10-QSB filed on May 19, 2005
        - Current Report on Form 8-K filed on May 16, 2005
        - Current Report on Form 8-K filed on May 13, 2005
        - Current Report on Form 8-K filed on May 6, 2005
        - Annual Report on Form 10KSB/A filed on April 1, 2005.

In addition, all reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus. We hereby undertake to provide without charge to each person,
including any beneficial owner, to whom a copy of the prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, 476 Hutai
Branch Road, Baoshan District, Shanghai, China 200436, Phone: (86) 21-56689332.
THE COMPANY

This prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. You are urged to read this
prospectus carefully and in its entirety.

OVERVIEW
            As of August 1, 2005, we have two operating subsidiaries, Aerisys
Incorporated ("Aerisys"), a Florida corporation which is comprised of the
Aerisys Intelligent Community(TM) services, and Linkwell Tech Group, Inc. During
fiscal year 2003, we had two divisions: our Entertainment Division and our
Technology Division. Effective 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.

RECENT TRANSACTIONS
         On May 2, 2005 we entered into and consummated a share exchange with
all of the shareholders of Linkwell Tech Group, Inc. ("Linkwell"). Pursuant to
the share exchange, we 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. Under the terms of the share exchange, the Linkwell
shareholders received approximately 4.53 shares of our common stock for each
share of Linkwell owned by them prior to the transaction. This share exchange,
which was structured to be a tax-free exchange under the Internal Revenue Code
of 1987, as amended, resulted in a change in our control. Gary Verdier, Harvey
Judkowitz and George Williams, our then officers and directors resigned at the
closing of the share exchange and Wei Guan and Xuelian Bian, who are the
officers and directors of Linkwell, were appointed. No individuals or entities
received any compensation, including finder's fees, in connection with the share
exchange. The Share Exchange Agreement contains customary representations and
warranties and cross-indemnification provisions.

         In connection with the share exchange, in order to satisfy all
outstanding obligations and indebtedness owed by our company to Mr. Verdier and
certain third parties, Linkwell provided us $175,000 which we provided to
Verdier to be used by Verdier to pay our third party creditors (including Mr.
Verdier), and we issued to Mr. Verdier 1,400,000 shares of our common stock.

OVERVIEW OF LINKWELL TECH GROUP, INC.

        Linkwell  Tech  Group,  Inc.  was  founded on June 22,  2004,  as a
Florida corporation.  When used in this report,  the terms the
"Company," "we," and "us" refers to Linkwell Corporation, a Florida corporation,
our wholly-owned  subsidiary Linkwell Tech Group,Inc., a Florida  corporation
("Linkwell"),  and Linkwell's 90% owned subsidiary Shanghai Likang Disinfectant
High-Tech Company, Limited ("Likang").
Linkwell is a holding company. On June 30, 2004, Linkwell acquired 90%
of Likang pursuant to a stock exchange. Likang was founded in 1988. Likang is
involved in the development, manufacture and 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 regards the
hospital disinfecting products as the primary segment of its business.

         Likang was founded by the China Army Second Military Medical University
in 1993. The company utilizes the capabilities of the Second Military Medical
University's research and development unit. The company does not have an
agreement with the China Army Second Military Medical University. Currently the
Company offers a variety of disinfectant products for the following
applications:

        |X|      Skin and mucous membrane disinfection
        |X|      Hand disinfection
        |X|      Environment and surface disinfection
        |X|      Medical devices and equipment disinfection
        |X|      Machine disinfection

         Likang has a national presence in more than 30 provinces across
mainland China. Likang's products have gradually penetrated to the civil
disinfection, industrial disinfection, livestock and agricultural disinfection
and other types of specialized industries, providing the most specialized
service for its customers. Primarily Likang is a domestic company; Likang will
look for ways to expand its distribution network on the international stage.

         Likang has its own network of sales representatives. Likang has
educated the sale network. The sales network currently covers hospitals in
twenty provinces including: Shanghai, Beijing, Guangdong, Tianjin, Fujian,
Yunnan, Hainan, Jiangsu, Zhejiang, Anhui, Shandong, Henan, Hebei, Liaoning,
Heilongjiang, Shanxi, Gansu, Ningxia, Guizhou, Hunan, Sichuan, Xinjiang,
Neimenggu.

Industry Background

         The SARS outbreak created widespread recognition of the critical need
for health standards. This concern has led to a surge in interest for
disinfectant products. Furthermore the Chinese government created national
standards to assure higher health standards. The Ministry of Public Health in
China established national standards for the disinfectant industry. In July
2002, the Ministry of Public Health issued the 27th order of Ministry of Health
of the People's Republic of China. This ordinance implemented new standards for
the industry. The first criterion of the new order stipulates that disinfectant
manufacturers in China must obtain a license to manufacture hygiene
disinfectants.

         The new standards established guidelines for all disinfectant
manufacturers. Prior to release all disinfectant instruments must obtain the
official hygiene permit document of Ministry of Public Health. Prior to release
all disinfectant hygiene products must receive 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.

         To date, Likang has been granted 10 hygiene licenses by the Ministry of
Public Health. The Company has filed applications for an additional four
products, and the Company is currently preparing application documents for six
additional products. Presently Likang meets all standards initiated by the
ordinance recently imposed.

         Once again the SARS outbreak has resulted in an increased national
awareness for health standards. Likang has witnessed a surge in demand for its
products. According to "China TCM Newspaper", many households and companies
maintained stockpiles of disinfectant products immediately following the SARS
related events. While this stockpile represented a one-time surge in sales for
the industry, as these stockpiles begin to decrease Likang expects to witness an
additional surge in demand. There is no assurance as to the timing of this
surge, however increased public awareness and heightened national standards are
two factors, which support the growth of demand for disinfectant products.
Recent Linkwell Transactions

         On June 30, 2004, Linkwell 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 Commission 16.25% and Baoshan
District Dachang Town South Village Economic Cooperation Club 83.75%. Likang's
officers and directors, Messrs. Xuelian Bian and Wei Guan, own Shanghai Likang
Pharmaceuticals Technology Company, Limited, owning 90% and 10%, respectively,
of that company.

Product Lines

         Likang specializes in the production, sale, and distribution of
disinfectant health care products. Likang manufactures and sells disinfectant
liquid and tablet products as well as disinfectant instruments, devices, and
materials such as the air disinfection machine, hot press bag, disinfection
swab, and disinfection tampon. Likang's products are utilized by the hospital
and medical industry in China. Likang developed and manufactures approximately
95% of the products it sells, and distributes approximately 5% of products
developed and manufactured by third parties.

         As of July 6, 2005, Likang offers a variety of products: general skin
disinfection series, hand sanitation series, environmental sanitation
disinfectant series, medical instrument disinfectant series, antiseptic
disinfection series and an air disinfection series. The tables below offer a
summary of the current product offerings of the Company.

                                         Skin and mucous membrane
--------------------------------------------- --------------------- ----------------------- -------------------------
Product Names                                 Ingredients           Intended Use            Industry Standard
--------------------------------------------- --------------------- ----------------------- -------------------------
Anerdian Skin Disinfectant                    iodine, alcohol       skin disinfection       Q/SUVE 20-2003
--------------------------------------------- --------------------- ----------------------- -------------------------
Anerdian type 3rd skin and mucous membrane    iodine,               skin & mucous           Q/SUVE 22-2003
disinfectant                                  chlorhexidine         membrane disinfectant
--------------------------------------------- --------------------- ----------------------- -------------------------
Dianerkang PVP-I disinfectant                 povidone-iodine       skin & mucous           Q/SUVE 28-2004
                                                                    membrane disinfectant
--------------------------------------------- --------------------- ----------------------- -------------------------
Dianerkang alcohol disinfectant               alcohol               skin disinfection       Q/SUVE 08-2004
--------------------------------------------- --------------------- ----------------------- -------------------------
Hand Disinfection
-------------------------------------------- ------------------ -------------------- --------------------------------
Product Names                                Ingredients        Intended Use         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        Q/SUVE 09-2004
hand scrub                                   gluconate          disinfection
-------------------------------------------- ------------------ -------------------- --------------------------------
Environment and Surface Disinfection
---------------------------- --------------------------------- ----------------------- ------------------------------
Product name                 Ingredients                       Intended Use            Industry standard
---------------------------- --------------------------------- ----------------------- ------------------------------
Aiershi disinfectant         trichloroisocyanuric acid         circumstance and        Q/SUVE 34-2004
tablets                                                        surface disinfection
---------------------------- --------------------------------- ----------------------- ------------------------------
Lvshaxing disinfectant       dichloro dimethylhydantoin        circumstance and        Q/SUVE 33-2003
tablets                                                        surface disinfection
---------------------------- --------------------------------- ----------------------- ------------------------------
Lvshaxing disinfectant       dichloro dimethylhydantoin        circumstance and        Q/SUVE 32-2003
granule                                                        surface disinfection
---------------------------- --------------------------------- ----------------------- ------------------------------
Medical devices and equipment
------------------------------------------ ---------------------- --------------------- -----------------------------
Product name                               Ingredients            Intended Use          Industry Standard
------------------------------------------ ---------------------- --------------------- -----------------------------
Dianerkang 2% glutaraldehyde               glutaraldehyde         disinfection and      Q/SUVE 10-2003
disinfectant                                                      sterilization of
                                                                  device
------------------------------------------ ---------------------- --------------------- -----------------------------
Dianerkang 2% glutaraldehyde               glutaraldehyde         disinfection and
disinfectant (for the                                             sterilization of
                                                                  endoscopes
------------------------------------------ ---------------------- --------------------- -----------------------------
Dianerkang multi-enzyme rapid detergents   multi-Enzyme           rinsing and
                                                                  decontamination of
                                                                  device
------------------------------------------ ---------------------- --------------------- -----------------------------
Machine series
--------------------------------------------- ------------------ -------------------------- -------------------------
Product Name                                  Ingredients        Intended Use               Industry standard
--------------------------------------------- ------------------ -------------------------- -------------------------
Lvshaxing LKQG-1000 air disinfection machine  ozone,             air disinfection
                                              ultraviolet
                                              radiation,
                                              electrostatic
--------------------------------------------- ------------------ -------------------------- -------------------------
An'erdian disinfection swab                   an'erdian          skin & disinfection
--------------------------------------------- ------------------ -------------------------- -------------------------
Dian'erkang hot press bag                     iron powder,       drive the "feng"
                                              active carbon      Stop the pain
                                                                 dispel the "han"
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang test paper of chlorine                 reaction regent    indicator of               Q/SUVE 40-2003
                                                                 disinfectant
                                                                 concentration
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang 121 stream pressure sterilization      indication oil     indication of
chemical indicator                                               sterilization effect
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang 132 stream pressure sterilization      indication oil     indication of
chemical indicator                                               sterilization effect
--------------------------------------------- ------------------ -------------------------- -------------------------
Likang stream pressure sterilization          indication oil     indication of
chemical indicator                                               sterilization effect
--------------------------------------------- ------------------ -------------------------- -------------------------
Customers

         We sell our products on a wholesale and retail basis to domestic
hospitals, medical suppliers, and distribution companies. We have approximately
5,000 customers. For fiscal year ended December 31, 2004 we had only one
customer, Shanghai Likang Machinery and Medicine Co., Ltd., who represented more
than 10% of our total net revenues: it accounted for approximately 37% of our
total revenue. We have contracts with all our dealer and agent customers. We do
not have contracts with hospital customers or other retail customers. We
generally offer payment terms of three to six months before payment for the
products is due.
Product Revenues

         For the fiscal year ended December 31, 2004, sales of product groups
were as follows:

       Product                                                 2004 USD Revenues
                                                                     (thousands)

An'erdian skin disinfectant                                            $2,055.2
Dianerkang  2% potentiated glutaraldehyde
  (medical equipment) disinfectant                                        510.00
Ai'ershi (environment) disinfection tablets                               600.00
Jifro (hand) disinfectant gel                                             222.30
Lvshaxing LKQG-1000 air disinfection (machine)                             36.20
----------------------------------------------                        ---------
Total                                                                  $3,423.7

Manufacturing

         We manufacture 38 disinfectant products. Likang has two new production
workshops according to Good Manufacturing Practice ("GMP") standards,
established in 2002 and 2004, respectively, which include first-class production
lines, and space for an advanced laboratory. Likang owns the machinery in its
facility. The manufacturing facility has the capacity to annually produce
approximately 30 million 300ml bottles of liquid disinfectant and approximately
three million 100g bottles of tablet and powder disinfectant. The manufacture
time for the liquids and tablets is approximately one day.

         We package our products in various packaging specs including, for the
liquid and gel disinfectants: 40ml, 50ml, 60ml, 80ml, 500ml, 750ml, 1L, and 1.5L
per bottle, and 2.5L and 5L per barrel; for the tablets: 50 piece, 100 piece and
200 piece per bottle; and the powder: 500g and 250g.

     We maintain an inventory of finished  products equal to  approximately  two
and   one-half  (2  1/2)  months   average   sales.   Shanghai   Likang   Meirui
Pharmaceuticals High-Tech Co., Ltd., an affiliated entity, produces two products
for Likang.

Raw Materials

         We purchase most of our raw materials for our disinfectant products
from six suppliers. To ensure the supply of raw materials, we acquire raw
materials through contracts with our suppliers, however the raw materials are
readily available from a number of other suppliers. We have not experienced any
difficulty in obtaining the necessary raw materials for our products.

         We have maintained a good business relationship with our major
suppliers for over 10 years. The table below outlines the suppliers and origin
of raw materials used by Likang.
Raw materials               Suppliers                                               Origin
        --------------------------- ------------------------------------------------------- ---------------
        iodine                      Shanghai Wenshui Chemical Co., Ltd                      America
        --------------------------- ------------------------------------------------------- ---------------
        potassium iodide            Shanghai Wenshui Chemical Co., Ltd                      Holland
        --------------------------- ------------------------------------------------------- ---------------
        glutaraldehyde              Shanghai Jin an tang Hygienical Product Factory         Germany
        --------------------------- ------------------------------------------------------- ---------------
        Triclosan                   Ciba Speciality Chemicals (China)LTD                    Domestic
        --------------------------- ------------------------------------------------------- ---------------
        alcohol                     Shanghai Jangbo Chemical Co., L td                      Domestic
        --------------------------- ------------------------------------------------------- ---------------
        trichloroisocyanuric acid   Xuzhou Keweisi Disinfectant Co., Ltd                    Domestic
        --------------------------- ------------------------------------------------------- ---------------
        Ozone   producing   device  Shanghai Likang Meirui  Pharmaceutical  High-Tech Co.,  Domestic
        equipment                   Ltd
        --------------------------- ------------------------------------------------------- ---------------
        ultraviolet      radiation  Shanghai Likang Meirui  Pharmaceutical  High-Tech Co.,  Domestic
        lamp light                  Ltd
        --------------------------- ------------------------------------------------------- ---------------
A small  part of  procurement  need to pay  instantly,  other  procurements
usually pay after one or three months. Shanghai Shanhai Group, Likang's minority
shareholder,   is  the   principal   shareholder   of  Shanghai   Likang  Meirui
Pharmaceutical High-Tech Co., Ltd.

Warehousing and Shipping

         We inventory our products and fill all customer orders from our 21,500
square foot facility in Jiading District, Shanghai. We have an in-house
fulfillment and distribution operation, which is used to manage the entire
supply chain, beginning with the placement of the order, continuing through
order processing, and then fulfilling and shipping of the product to the
customer.

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.

New Product Development

         Likang was founded by the China Army Second Military Medical University
in 1993. The company utilizes the capabilities of the Second Military Medical
University's research and development unit. We pay for the use of these
capabilities on an as needed basis and the costs are included in our new product
development expenses. We do not have an agreement with the China Army Second
Military Medical University.

         Relying on the research and development unit of the Second Military
Medical University, Likang is committed to developing new products. Likang owns
all rights to the research and formulas it develops utilizing the capabilities
of the Second Military Medical University's research and development unit.

New Products

         Working with the research and development unit of the Second Military
Medical University, Likang is currently developing new products. The table below
outlines a series of potential new product releases.
Project Name                Completion Date         Sub sector
        ------- -------------------------- -----------------   -----------------
        1       Glutaraldehyde Monitors        2005                    chemical
                                                                      indicators
        ------- -------------------------- -----------------   -----------------
        2       B-D test paper                 2005                    chemical
                                                                      indicators
        ------- -------------------------- -----------------   -----------------
        3       B-D test standard test bag     2005                    chemical
                                                                      indicators
        ------- -------------------------- -----------------   -----------------
        4       88 brand disinfectant          2005              liquid chemical
                                                                    disinfectant
        ------- -------------------------- -----------------   -----------------

         B-D test paper and B-D test standard test bag are used in a B-D test in
order to judge if one pre-vacuum steam sterilization apparatus is qualified to
executing the sterilization cycle. The glutaraldehyde monitor is used to judge
if the originally or in used glutaraldehyde disinfectant is qualified. The 88
brand disinfectant is a kind of liquid chemical disinfectant and contains the
sodium hypochlorite. Its period of validity is almost two years, which is longer
than that of a similar product used now (which commonly is valid for three
months) in daily disinfection, such as the dishware, fruit and vegetable,
clothes and etc.

Marketing and Sales

         Likang maintains a proprietary network of sales executives. Primarily
30% of Likang's sales are achieved by the company's sales force, and 70% of
sales are achieved by independent salespersons, dealers and agents. Likang has a
national presence in more than 30 provinces across mainland China. Likang's
products have gradually penetrated to the civil disinfection, industrial
disinfection, livestock and agricultural disinfection and other types of
specialized industries, providing the most specialized customer service for its
customers. Likang primarily markets and sells its products in China; it is
looking for ways to expand its distribution network internationally.
Headquartered in Shanghai, Likang has approximately 23 independent salespersons,
dealers and agents located throughout the country who sell its products in
nearly all provinces. The main sales method of Likang is point-to-point service
through the independent salespersons, dealers and agents.

Intellectual Property

         Likang has developed over 10 different products, and has received five
patents and has three pending patent applications with National Property Right
Administration of the PRC. The following is a list of Likang's patents and
pending patent applications:
---------------------------------- --------------------------------------------------- -------------------------------
Patent Category                    Patent name                                         Patent No
---------------------------------- --------------------------------------------------- -------------------------------
Practicality new pattern           a kind of bottle can be open repeatedly easily      ZL  03  2  29616.9
---------------------------------- --------------------------------------------------- -------------------------------
Appearance design                  Bottle (with the wing stretch)                      ZL  00  3  14391.0
---------------------------------- --------------------------------------------------- -------------------------------
Appearance design                  Test paper box of chlorine                          ZL  2003 3 0108274.5
---------------------------------- --------------------------------------------------- -------------------------------
Practicality new pattern           Container with the vacuum pump                      ZL  2004 3 0022740.2
---------------------------------- --------------------------------------------------- -------------------------------
invention                          Anti the HP Gel                                     ZL 03 2 10513.4
---------------------------------- --------------------------------------------------- -------------------------------
invention                          The device dealing with the sewage without the      Application NO :200420090682.1
                                   additional energy
---------------------------------- --------------------------------------------------- -------------------------------
invention                          Low smell and stimulus contain chlorine             Application NO :200410099002-7
                                   disinfectant tablet, powder etc
---------------------------------- --------------------------------------------------- -------------------------------
invention                          A kind of new skin &mucous membrane disinfectant    Application NO :200420037013.8
                                   and the preparation methods
---------------------------------- --------------------------------------------------- -------------------------------
Likang has three registered trademarks with the China State
Administration for industry and commerce trademark office for An'erdian, Jifro
and Dian'erkang, and one pending application to register a trademark for
Lvshaxing.
In addition, to protect our proprietary rights, we rely generally on
confidentiality agreements with employees, salespersons 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.
We can give no assurance that our agreements with employees, consultants and
others who participate in the production of our products will not be breached,
or that we will have adequate remedies for any breach, or that our proprietary
technologies will not otherwise become known or independently developed by
competitors.

Competition

     All of our  product  groups  operate  in  highly  competitive  markets.  We
primarily compete with other manufacturers of disinfectant  products.  There are
approximately over 1000 manufacturers and distributors of disinfectant  products
in China. Our principal  competitors for sale of chemical  disinfectants are: 3M
and  Ace   Disinfection   Factory  Co.,  Ltd.  Our  principal   competitors  for
disinfection instruments are Chengdu Kangaking Instrument Co., Ltd. and Hangzhou
Yangchi  Medicine  Article Co.,  Ltd.  Our  principal  competitors  for chemical
indicators are: 3M and Shandong Xinhua Medical Instrument Co., Ltd.

         We believe that the following are the principal competitive strengths
that differentiate Likang from the competition:

        o        Product selection and availability,
        o        Advanced technology;
        o        Research and development,
        o        Manufacturing capacity,
        o        Trained service personnel,
        o        Reliability and speed of delivery,
        o        Personalized service, and
        o        Price.

Government Regulations

         Our business and operations are located in the People's Republic of
China ("PRC"). 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. 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 doing 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. The new standards established guidelines for all disinfectant
manufacturers. Prior to release all disinfectant instruments must obtain the
official hygiene permit document of Ministry of Public Health. Prior to release
all disinfectant hygiene products must receive approval of the provincial
hygiene administrative department. As of July 6, 2005, Likang has been granted
10 hygiene licenses by the Ministry of Public Health. Likang has filed
applications for an additional four products, and Likang is currently preparing
application documents for six additional products. As of July 6, 2005, Likang
meets all standards initiated by the ordinance recently imposed.

         Likang is 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.
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
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 limited 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 that 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 (Washington Post, February 26, 2004). It was recently reported that
China's government plans to sell shares in state companies worth $380 billion on
domestic stock markets to raise money for a national pension system and improve
the management of firms. China has also announced plans to sell shares in the
biggest state-owned bank, the Industrial & Commercial Bank of China, in 2006.
Taken together, the two reports underscore China's continued implementation of
its economic reforms.
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.

Certain Relationships and Related Party Transactions

         Likang is engaged in business activities with two affiliated entities.
Shanghai Likang Pharmaceuticals Technology Company, Limited, which is owned by
Messrs. Xuelian Bian and Wei Guan, Likang's officers and directors, sells our
products to third parties. At March 31, 2005, the amount owed to us by Shanghai
Likang Pharmaceuticals Technology Company, Limited, was $390,289.

         Shanghai Likang Meirui Pharmaceuticals High-Tech Company, a company of
which Shanghai Shanhai Group, Likang's minority shareholder, owns 68%, provides
certain contract manufacturing of two products for Likang and supplies us
certain raw materials. At March 31, 2005, Likang owed Shanghai Likang Meirui
Pharmaceuticals High-Tech Company $221,658.

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

Employees of Linkwell

         As of July 6, 2005, Likang employs 237 full time employees as follows:

        Department                                       Number of Employees
        ----------------------------------              --------------------

        Management and Administration                         24
        ----------------------------------              --------------------
        Production Center                                     70
        ----------------------------------              --------------------
        Research Professionals                                 9
        ----------------------------------              --------------------
        Logistics Services Center                             27
        ----------------------------------              --------------------
        Sales and Marketing                                   91
        ----------------------------------              --------------------
        Instrument Business Department                        16
        ----------------------------------              --------------------
        Total                                                 237
        ----------------------------------              --------------------
The following table illustrates the nine research professionals.
-------------------------- -------- ----------------------- ----------------------- --------------------------
        Name                       Age      Title                   Specialty               Education
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Wang, Shuzhou              71       Professor               Public health           Second Military
                                                                                            Medical University
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Sun, Wensheng              38       Graduate Degree         Pharmacy                Second Military
                                                                                            Medical University
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Zhang, Zhongmin            37       Junior Professional     Chemical industry       Shanghai Chemical
                                                                                            Industry Professional
                                                                                            Training School
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Zhang, Wanguo              38       Doctor                  Pharmacy                Second Military
                                                                                            Medical University
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Jin, Xikui                 37       Undergraduate Course    Chemical industry       Shanghai Chemical
                                                                                            Industry Professional
                                                                                            Training School
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Zhou, Xiufang              33       Undergraduate Course    Chemical industry       Shanghai Science and
                                                                                            Technology University
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Su, Zhengyi                50       Undergraduate           Mechanical engineering  Shanghai Second Industry
                                            course                                          College
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Ni, Jinghai                54       Undergraduate           Mechanical engineering  Tongji university
                                            course
        -------------------------- -------- ----------------------- ----------------------- --------------------------
        Kou, Zhenchao              53       Undergraduate           Mechanical engineering  Shanghai Industry College
                                            course
        -------------------------- -------- ----------------------- ----------------------- --------------------------
OVERVIEW AERISYS INCORPORATED

            As of December 31, 2004, we have one operating subsidiary, Aerisys
Incorporated, a Florida corporation which is comprised of the Aerisys
Intelligent Community(TM) services. During fiscal tear 2003, we had two
divisions: our Entertainment Division and our Technology 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.

Aerisys Intelligent Community Schools

            We market and sell the Aerisys Intelligent Community(TM) to schools.
The Aerisys Intelligent Community(TM ) is a web-based software program and
private, browser-based intranet 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. The network is branded to a
private logo and color scheme for each school and Aerisys hosts the community
for the schools. Parents can receive private or group messages from teachers and
administrators, and schools are able to reduce paper costs.

            As of July 31, 2005, we had six customers under multi-year
contracts.

Sales and Marketing

            During fiscal 2004, Aerisys targeted K-12 private and parochial
schools because these schools had tuition payments that made our parent-based
fee structure logical. Additionally, these schools typically are autonomous
entities, able to make decisions and change technology without the review of a
school board. We intend to follow the same marketing strategy in fiscal 2005.
Competition

            The market for providing private, branded intranets to schools is
competitive. Our current and potential competitors include companies that are
well established both in the technology marketplace and the school arena. Our
competitors include companies such as Apple Computer with their Powerschool
solution and eChalk. Additionally, many schools have their own computer staff
and they may choose to develop and maintain their own Intranet web site. We
expect that it will be quite common for a company that offers or provides basic
website development services to offer schools a customized solution that
encompasses homework online and other similar features to the Aerisys
Intelligent Community(TM) for Schools.

            We further expect that as the suppliers of other school products
realize the market potential of school intranets, they may develop a solution to
compete with ours. We expect that these current and future competitors will
compete on price and service. If we are unable to compete, we may be required to
cease operations entirely.

Employees

            As of August 1, 2005, we had one-part time employee and no full-time
employees. Our part time employee provides technical services and support to our
Aerisys customers.

INACTIVE OPERATIONS

            We formed our entertainment division in June 2003 and hired Donald
Kirshner to serve as our Chief Executive Officer. After Mr. Kirshner resigned as
Chief Executive Officer on October 7, 2003, we conducted a search for a new
Chief Executive Officer but were unable to locate a viable candidate for the
position. Accordingly, we discontinued all operations in our Entertainment
Division in March 2003.

            We believe that we purchased the right to use Donald Kirshner's name
and likeness for a two-year period by entering into the employment agreement
with Mr. Kirshner. We are not certain if Mr. Kirshner agrees with our position.
Accordingly, that right did expire in May 2005.

HISTORY

            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, Philip Davis and John Lee, our founders and principal shareholders, 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. 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. 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. In May 2001, we received a
membership interest in PARIS Health Services, Ltd., which investment was
restructured as an interest in a limited liability company in January 2002. Due
to its financial difficulties, PARIS discontinued operations in the fourth
quarter of 2003 and we recorded a loss of approximately $258,000.

            Effective as of July 18, 2003, we changed our name to Kirshner
Entertainment & Technologies, Inc. This change was approved by our Board of
Directors and a majority of our shareholders effective as of June 9, 2003.
Effective August 16, 2005 our shareholders approved our proposal to change our
name to "Linkwell Corporation."
On May 2, 2005 we entered into and consummated a share exchange with
all of the shareholders of Linkwell Tech Group, Inc. Pursuant to
the share exchange, we 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.

LEGAL PROCEEDINGS

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

            We entered into an employment agreement with Donald Kirshner in May
2003. Mr. Kirshner resigned from our Company, effective as of October 7, 2003.
Although Mr. Kirshner had resigned, we believed that we had purchased the rights
to use his name for a period of two years, expiring in May 2005. We do not know
if Mr. Kirshner agrees with this position and he could commence litigation
against us relating to our use of his name.

            In January 2004, the SEC commenced an informal inquiry of our
Company. At this time the company has not received any further information on
this matter and are therefore uncertain of the status of the SEC's informal
investigation.

PROPERTY

         Our facilities include our principal executive offices, located at No.
476 Hutai Branch Road, Baoshan District, Shanghai, China, and our manufacturing
facility located at 1104 Jiatang Road, Jiading District, Shanghai, 201807. We
own our principal executive office building, which consists of approximately
14,000 square feet. We lease approximately 21,500 square feet of manufacturing
space from Shanghai Likang Pharmaceutical Technology Company, Limited, an
affiliate of Likang, under a lease expiring December 2006 for an annual rent of
approximately $10, 890.

RISK FACTORS

         An investment in the securities offered hereby is speculative in nature
and involves a high degree of risk. The following factors are believed by
management to be all of the material risks that should be carefully considered
by investors before purchasing our shares.

                          RISKS RELATED TO OUR BUSINESS

The management of our company is located in the People's Republic of China
("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 U.S. 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 June 2006. 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, the abilities of our
board of directors to do business as a U.S. public company could be materially
and adversely affected. In such instances, 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.
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.

         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, we cannot
assure you that future events will not occur which could have been avoided if
the contracts were prepared in conformity with U.S. standards, or what the
impact, if any, of this hypothetical future events could have on our company.

Our business is highly dependent upon proprietary technologies.

         Our success depends on the knowledge, ability, experience and
technological expertise of our employees and on the legal protection of
proprietary rights. We claim proprietary rights in various unpatented
technologies, know-how, trade secrets and trademarks relating to the products we
sell. We believe these proprietary processes and formulas increase the quality
of our products and give us a competitive advantage in the marketplace. If our
competitors independently develop technologies that are substantially equivalent
or superior to our processes and products, the resulting increased competition
could reduce the demand for our products.

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 1000 manufacturers of
similar disinfectant products in China, but only approximately 30 manufcturers,
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 product which
can adversely effect our market share and competitive position in this product
group. As a result, we cannot assure you that we will be able to effectively
compete our product segments.

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 effectively pursue our business strategy
could be materially and negatively affected.
We cannot control the cost of our raw materials, which may adversely impact our
profit margin and financial position.

         Our principal raw materials are Alcohol, Trichloroisocyanuric Acid,
Iodine , Potassium iodide , Chlorhexidine acetate , Glutaraldehyde , Triclosan ,
Sodium Dichloroisocyanurate . The prices for these raw materials are subject to
market forces largely beyond our control, including availability and competition
in the market place. The prices for these raw materials have varied
significantly in the past and may vary significantly in the future. We may not
be able to adjust our product prices, especially in the short term, to recover
the costs of increases in these raw materials. Our future profitability may be
adversely affected to the extent we are unable to pass on higher raw material
costs to our customers.

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, 2004 revenues from one customer
represented approximately 37% 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.

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

         We have no direct business operation, other than our ownership of our
subsidiaries located in China, and 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 shared with an insurance company, and if
large enough, 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 holding company structure creates restrictions on the payment of dividends.

            While we have no current intention of paying dividends, 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. If future
dividends are paid in Renminbi, fluctuations in the exchange rate for the
conversion of Renminbi into U.S. dollars may adversely affect the amount
received by U.S. stockholders upon conversion of the dividend payment into U.S.
dollars. We do not presently have any intention to declare or pay dividends. You
should not purchase shares of our common stock in anticipation of receiving
dividends in future periods.
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 which are
used in our products which are proprietary in nature. To protect our proprietary
rights, we rely generally 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. We can give no
assurance that our agreements with employees, consultants and others who
participate in the production of our products will not be breached, or that we
will have adequate remedies for any breach, or that our proprietary technologies
will not otherwise become known or independently developed by competitors.

We have not voluntarily implemented various corporate governance measures, in
the absence of which, stockholders 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 Nasdaq such as independent directors and audit
committees. It is possible that if we were to adopt some or all of the corporate
governance measures, stockholders 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

We may be exposed to potential risks relating to our internal controls over
financial reporting and our ability to have those controls attested to by our
independent auditors.

         As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX
404"), the Securities and Exchange Commission adopted rules requiring public
companies to include a report of management on the company's internal controls
over financial reporting in their annual reports, including Form 10-KSB. In
addition, the independent registered public accounting firm auditing a company's
financial statements must also attest to and report on management's assessment
of the effectiveness of the company's internal controls over financial reporting
as well as the operating effectiveness of the company's internal controls. We
were not subject to these requirements for the fiscal year ended April 30, 2004.
We are evaluating our internal control systems in order to allow our management
to report on, and our independent auditors attest to, our internal controls, as
a required part of our annual report on Form 10-KSB beginning with our report
for the fiscal year ended April 30, 2006.
While we expect to expend significant resources in developing the
necessary documentation and testing procedures required by SOX 404, there is a
risk that we will not comply with all of the requirements imposed thereby. At
present, there is no precedent available with which to measure compliance
adequacy. Accordingly, there can be no positive assurance that we will receive a
positive attestation from our independent auditors.

         In the event we identify significant deficiencies or material
weaknesses in our internal controls that we cannot remediate in a timely manner
or we are unable to receive a positive attestation from our independent auditors
with respect to our internal controls, investors and others may lose confidence
in the reliability of our financial statements and our ability to obtain equity
or debt financing could suffer.

                    RISKS RELATED TO DOING BUSINESS IN CHINA

Our operations are located in China and may be adversely affected by changes in
the political and economic policies of the Chinese government.

         Our business operations may be adversely affected 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 have material and negative impact on the market
price of our stock. In addition, the Chinese economy differs from the economies
of most countries belonging to the Organization for Economic Cooperation and
Development ("OECD"). These differences include:

            *          economic structure;
            *          level of government involvement in the economy;
            *          level of development;
            *          level of capital reinvestment;
            *          control of foreign exchange;
            *          methods of allocating resources; and
            *          balance of payments position.

         As a result of these differences, our business may not develop in the
same way or at the same rate as might be expected if the Chinese economy were
similar to those of the OECD member countries.

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

            The PRC only 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, and thereby adversely affect the market for our products.

Any recurrence of severe acute respiratory syndrome, or SARS, or another
widespread public health problem, could adversely affect 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, and
         * a general slowdown in the Chinese economy.

         Any of the foregoing events or other unforeseen consequences of public
health problems could adversely affect our operations.

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.
The value of our securities will be affected by the foreign exchange rate
between U.S. dollars and Renminbi.

     The value of our common stock will be affected by the foreign exchange rate
between U.S.  dollars and Renminbi.  For example,  to the extent that we need to
convert U.S.  dollars into  Renminbi  for our  operational  needs and should the
Renminbi appreciate against the U.S. dollar at that time, our financial position
and the price of our common stock may be adversely affected.  Conversely,  if we
decide to convert our  Renminbi  into U.S.  dollars for the purpose of declaring
dividends on our common stock or for other business purposes and the U.S. dollar
appreciates  against the Renminbi,  the U.S.  dollar  equivalent of our earnings
from our subsidiaries in China would be reduced.

         Until 1994, the Renminbi experienced a gradual but significant
devaluation against most major currencies, including U.S. dollars, and there was
a significant devaluation of the Renminbi on January 1, 1994 in connection with
the replacement of the dual exchange rate system with a unified managed floating
rate foreign exchange system. Since 1994, the value of the Renminbi relative to
the U.S. Dollar has remained stable and has appreciated slightly against the
U.S. Dollar. Countries, including the United States, have argued that the
Renminbi is artificially undervalued due to China's current monetary policies
and have pressured China to allow the Renminbi to float freely in world markets.
On July 21, 2005 the PRC reported that it would have its currency pegged to a
basket of currencies rather than just tied to a fixed exchange rate to the U.S.
dollar. It also increased the value of its currency 2% higher against the U.S.
dollar, effective immediately.

         If any devaluation of the Renminbi were to occur in the future, returns
on our operations in China, which are expected to be in the form of Renminbi,
will be negatively affected upon conversion to U.S. dollars. Although we attempt
to have most future payments, mainly repayments of loans and capital
contributions, denominated in U.S. dollars, if any increase in the value of the
Renminbi were to occur in the future, our product sales in China and in other
countries may be negatively affected.

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 materially and negatively affected.

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

         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 stockholders 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 THIS OFFERING

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. We do not presently have
sufficient working capital to fund the additional line and upgrade our
manufacturing facilities and technologies, and 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 stockholders will be reduced and those
stockholders may experience significant dilution. In addition, new securities
may contain certain rights, preferences or privileges that are senior to those
of our common stock. There can be no assurance that acceptable financing to fund
this project can be obtained on suitable terms, 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 adversely
affecting our ongoing operations and limiting our ability to increase our
revenues in the future.

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 stockholders.

         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 stockholders 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 stockholders.

         In addition, our articles of incorporation authorize the issuance of up
to 1,000,000 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 stockholder
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.

The Company's stock price will fluctuate and could subject the Company to
litigation.
         The market price of the Company's common stock may fluctuate
significantly in response to a number of factors, some of which are beyond its
control. These factors include:

        o        quarterly variations in operating results;

        o        changes in accounting treatments or principles;

        o        additions or departures of key personnel;

        o        stock  market  price and volume  fluctuations  of
                 publicly-traded  companies  in general and  Internet-related
                 companies in particular; and

        o        general political, economic and market conditions.

Because our stock currently trades below $5.00 per share, and is quoted on the
Over the Counter ("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.

         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.

This prospectus permits selling security holders to resell their shares. If they
do so, the market price for our shares may fall and purchasers of our shares may
be unable to resell them.

This prospectus includes 30,250,006 shares being offered by existing
stockholders, including 15,500,000 shares issuable upon the exercise of
outstanding common stock purchase warrants exercisable at prices ranging from
$0.15 to $0.167 per share. To the extent that these shares are sold into the
market for our shares, there may be an oversupply of shares and an undersupply
of purchasers. If this occurs the market price for our shares may decline
significantly and investors may be unable to sell their shares at a profit, or
at all.

We cannot predict whether we will successfully effectuate our current business
plan. Each prospective purchaser is encouraged to carefully analyze the risks
and merits of an investment in the Shares and should take into consideration
when making such analysis, among others, the Risk Factors discussed above.

There is a limited public market for the Company's common stock and there are no
assurances of a continued trading market for the Company's common stock.

The Company's common stock is currently quoted on the Over the Counter Market.
The Company's common stock is thinly traded. There are no assurances the Company
will maintain its listing. If the Company's common stock should be delisted, it
is likely that the stock would then be quoted on the Pink Sheets, which would
materially and adversely affect any future liquidity in the Company's common
stock.

We cannot predict whether we will successfully effectuate our current business
plan. Each prospective purchaser is encouraged to carefully analyze the risks
and merits of an investment in the Shares and should take into consideration
when making such analysis, among others, the Risk Factors discussed above.

FOR ALL OF THE AFORESAID REASONS, AND OTHERS, INCLUDING THOSE SET FORTH HEREIN,
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING AN
INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND OTHER
FACTORS SET FORTH IN THIS PROSPECTUS. THESE SECURITIES SHOULD ONLY BE PURCHASED
BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN EVOLVE ONE AND
HAVE NO IMMEDIATE NEED FOR A RETURN ON THEIR INVESTMENT.
Linkwell Corporation
                          2005 EQUITY COMPENSATION PLAN
Introduction

The following descriptions summarize certain provisions of our
2005 Equity Compensation Plan. This summary is not complete and is qualified by
reference to the full text of the Plan. A copy of the Plan has been filed as an
exhibit to the registration statement of which this prospectus is a part. Each
person receiving a Plan option or stock award under the Plan should read the
Plan in its entirety.

On June 28, 2005 ("Effective Date"), our Board of Directors authorized, approved
and adopted, the Plan covering 5,000,000 shares of common stock. As of August 1,
2005, no underlying options have been granted under the Plan.

The purpose of the 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. Our Board of Directors, or a committee
of the Board, will administer the 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 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. Unless the
Plan is approved by the Company's 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.
Eligibility

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.

Administration

The Plan will be administered by our Board of Directors or an underlying
committee (the "Committee"). The Board of Directors or the Committee determines
from time to time those of our 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.

Shares subject to awards

We have currently reserved 5,000,000 of our 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 our
Board of Directors and shareholders, 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 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.

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.
Terms of Exercise

The Plan provides that the options granted thereunder shall be exercisable from
time to time in whole or in part, unless otherwise specified by the Committee or
by the Board of Directors. 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.

Exercise Price

The purchase price for shares subject to incentive stock options must be at
least 100% of the fair market value of our common stock on the date the option
is granted, except that the purchase price must be at least 110% of the fair
market value in the case of an incentive option granted to a person who is a
"10% stockholder." A "10% stockholder" is a person who owns (within the meaning
of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time the
incentive option is granted, shares possessing more than 10% of the total
combined voting power of all classes of our outstanding shares. The Plan
provides that fair market value shall be determined by the Board or the
Committee in accordance with procedures, which it may from time to time
establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
us in monetary terms.

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 of our
common stock 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.

Manner of Exercise

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 therefor. Payment shall be in 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 shall be acceptable to the
Board of Directors or the Committee, provided that any loan or guarantee by us
of the purchase price may only be made upon resolution of the Board or Committee
that such loan or guarantee is reasonably expected to benefit us.

Option Period

All incentive stock options shall expire on or before the tenth anniversary of
the date the option is granted except as limited above. However, in the case of
incentive stock options granted to an eligible employee owning more than 10% of
the common stock, these options will expire no later than five years after the
date of the grant. Non-qualified options shall expire ten years and one day from
the date of grant unless otherwise provided under the terms of the option grant.
Termination

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 (a) while our
employee or (b) 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 shall terminate 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 shall terminate.

If an optionee's employment shall terminate for any reason other than death,
disability or retirement, all right to exercise the option shall terminate not
later than 90 days following the date of such termination of employment.

Modification and Termination of Plans

The Board of Directors or Committee may amend, suspend or terminate the Plan at
any time. However, no such action may prejudice the rights of any holder of a
stock grant or optionee who has prior thereto been granted options under the
Plan. Further, no amendment to this Plan which has the effect of (a) increasing
the aggregate number of shares subject to this Plan (except for adjustments due
to changes in our capitalization), or (b) changing the definition of "Eligible
Person" under the Plan, may be effective unless and until approved by our
shareholders, if required, in the same manner as approval of this Plan, if
required. Any such termination of the Plan shall not affect the validity of any
stock grants or options previously granted thereunder. Unless the Plan shall
theretofore have been suspended or terminated by the Board of Directors, the
Plan shall terminate on June 28, 2015.
Federal Income Tax Effects

         The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on December 31, 2004. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

         An employee granted an incentive stock option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received
upon exercise of the incentive stock option over the exercise price is an item
of tax preference under Section 57(a)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
stock acquired on exercise of an incentive stock option, long-term capital gain
or loss is recognized in an amount equal to the difference between the sales
price and the incentive option exercise price, provided that the option holder
has not disposed of the stock within two years from the date of grant and within
one year from the date of exercise. If the incentive option holder disposes of
the acquired stock (including the transfer of acquired stock in payment of the
exercise price of an incentive stock option) without complying with both of
these holding period requirements ("Disqualifying Disposition"), the option
holder will recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise price and the
lesser of the fair market value of the stock on the date the incentive option is
exercised (the value six months after the date of exercise may govern in the
case of an employee whose sale of stock at a profit could subject him to suit
under Section 16(b) of the Securities Exchange Act of 1934) or the amount
realized on such Disqualifying Disposition. Any remaining gain or loss is
treated as a short-term or long-term capital gain or loss, depending on how long
the shares are held. In the event of a Disqualifying Disposition, the incentive
stock option tax preference described above may not apply (although, where the
Disqualifying Disposition occurs subsequent to the year the incentive stock
option is exercised, it may be necessary for the employee to amend his return to
eliminate the tax preference item previously reported). We are not entitled to a
tax deduction upon either exercise of an incentive option or disposition of
stock acquired pursuant to such an exercise, except to the extent that the
option holder recognized ordinary income in a Disqualifying Disposition.

         If the holder of an incentive stock option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the incentive stock option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
incentive stock option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the common stock is issued to
the employee upon exercise of the incentive option. If an exercise is effected
using shares previously acquired through the exercise of an incentive stock
option, the exchange of the previously acquired shares will be considered a
disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.
In respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

         In connection with the issuance of stock grants as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Stock grants received by a person who is subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is
considered subject to a substantial risk of forfeiture so long as the sale of
such property at a profit could subject the stockholder to suit under that
section. The rights of the recipient are treated as transferable if and when the
recipient can sell, assign, pledge or otherwise transfer any interest in the
stock grant to any person. Inasmuch as the recipient would not be subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 and the stock grant, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross income the fair market value of the stock grant received once the
conditions to receipt of the stock grant are satisfied.

Restrictions Under Securities Laws

The sale of all shares issued under the Plan must be made in compliance with
federal and state securities laws. Our officers, directors and 10% or greater
shareholders, as well as certain other persons or parties who may be deemed to
be "affiliates" of ours under federal securities laws, should be aware that
resales by affiliates can only be made pursuant to an effective registration
statement, Rule 144 or other applicable exemption. Our officers, directors and
10% and greater stockholders may also become subject to the "short swing" profit
rule of Section 16(b) of the Securities Exchange Act of 1934.

                            SELLING SECURITY HOLDERS

The information under this heading relates to resales of Shares covered by this
prospectus by persons who are our "affiliates" as that term in defined under
federal securities laws. These persons will be members of our Board of Directors
and/or officers of our company. Shares issued pursuant to this prospectus to our
affiliates are "control" shares under federal securities laws. The following
table sets forth
- the name of each affiliated selling security holder,
         - the amount of common stock owned beneficially, directly or
           indirectly, by each affiliated selling security holder,
         - the maximum amount of Shares to be offered by the affiliated
           selling security holders pursuant to this prospectus,
         - the amount of common stock to be owned by each affiliated selling
           security holder following sale of the Shares

Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities and
includes any securities which the person has the right to acquire within 60 days
through the conversion or exercise of any security or other right. The
information as to the number of shares of our common stock owned by each
affiliated selling security holder is based upon our books and records and the
information provided by our transfer agent.

We may amend or supplement this prospectus from time to time to update the
disclosure set forth in the table. Because the selling security holders
identified in the table may sell some or all of the Shares owned by them which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares, no
estimate can be given as to the number of Shares available for resale hereby
that will be held by the affiliated selling security holders upon termination of
the offering made hereby. We have therefore assumed, for the purposes of the
following table, that the affiliated selling security holders will sell all of
the Shares owned by them, which are being offered hereby, but will not sell any
other shares of our common stock that they presently own.

Persons who receive stock grants under the Plan and are deemed affiliates, may
effect sales of shares of common stock covered hereby not in excess of 1% of our
outstanding common stock of the Company in any three-month period.

No grants have been made under the Plan. Grants may be made to affiliates in the
future which we are not able to identify at this time. Before any of our
affiliates sell any of his or her shares received under the Plan, we will
supplement this prospectus with the required information regarding the names of
the persons selling, the total number of shares owned by these persons and the
number of shares proposed to be sold under this prospectus.
Shares to be     Percentage to be
         Name of Selling       Number of Shares      Shares to be     Owned After        Owned After
         Security Holder             Owned             Offered          Offering           Offering
     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------

     ------------------------ -------------------- ----------------- ---------------- -------------------
PLAN OF DISTRIBUTION

The information under this heading includes resales of Shares covered by this
prospectus by persons who are our "affiliates" as that term in defined under
federal securities laws.

The Shares covered by this prospectus may be resold and distributed from time to
 time by the selling security holders in one or more transactions, including
ordinary broker's transactions, privately-negotiated transactions or through
sales to one or more broker-dealers for resale of these shares as principals, at
market prices existing at the time of sale, at prices related to existing market
prices, through Rule 144 transactions or at negotiated prices.

The selling security holders in connection with sales of securities may pay
usual and customary, or specifically negotiated, brokerage fees or commissions.
The selling security holders may sell Shares in one or more of the following
methods, which may include crosses or block transactions:

         o through the "pink sheets", on the OTC Bulletin Board, or on such
exchanges or over-the-counter markets on which our shares may be listed from
time-to-time, in transactions which may include special offerings, exchange
distributions and/or secondary distributions, pursuant to and in accordance with
the rules of such exchanges, or through brokers, acting as principal or agent;

         o in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such transactions, including sales
through brokers, acting as principal or agent, sales in privately negotiated
transactions, or dispositions for value, subject to rules relating to sales by
affiliates; or

         o through the writing of options on our shares, whether or not such
options are listed on an exchange, or other transactions requiring delivery of
our shares, or the delivery of our shares to close out a short position. Any
such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices.
In making sales, brokers or dealers used by the selling security holders may
arrange for other brokers or dealers to participate. The selling security
holders who are affiliates of the Company and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation. Information as to whether an
underwriter(s) who may be selected by the selling security holders, or any other
broker-dealer, is acting as principal or agent for the selling security holders,
the compensation to be received by underwriters who may be selected by the
selling security holders, or any broker-dealer, acting as principal or agent for
the selling security holders and the compensation to be received by other
broker-dealers, in the event the compensation of other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including the supplement, if any, to any person who purchases any of
the shares from or through a dealer or broker. We have advised the selling
security holders that, at the time a resale of the Shares is made by or on
behalf of a selling security holder, a copy of this prospectus is to be
delivered.

We have also advised the selling security holders that during the time as they
may be engaged in a distribution of the shares included herein they are required
to comply with Regulation M of the Exchange Act. With certain exceptions,
Regulation M precludes any selling security holders, any affiliated purchasers
and any broker-dealer or other person who participates in the distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchase made
in order to stabilize the price of a security in connection with the
distribution of that security.

Sales of securities by us and the selling security holders or even the potential
of these sales may have an adverse effect on the market price for shares of our
common stock.

                            DESCRIPTION OF SECURITIES
General

The following description of our capital stock and provisions of our Articles of
Incorporation is a summary thereof and is qualified by reference to our Articles
of Incorporation, copies of which may be obtained upon request. Our authorized
capital consists of 150,000,000 shares of common stock, par value $.0005 per
share and 1,000,000 shares of preferred stock, of which 43,304,139 shares of
common stock are issued and outstanding as of August 1, 2005 and 375,345 shares
of Series A Convertible Preferred Stock are issued and outstanding as of August
1, 2005, which are convertible into 3,753,450 shares of our common stock.

Common Stock

Holders of shares of common stock are entitled to share, on a ratable basis,
such dividends as may be declared by the board of directors out of funds legally
available therefor. Upon our liquidation, dissolution or winding up, after
payment to creditors, our assets will be divided pro rata on a per share basis
among the holders of our common stock.

Each share of common stock entitles the holders thereof to one vote. Holders of
common stock do not have cumulative voting rights which means that the holders
of more than 50% of the shares voting for the election of directors can elect
all of the directors if they choose to do so, and, in such event, the holders of
the remaining shares will not be able to elect any directors. Our By-Laws
require that only a majority of our issued and outstanding shares need be
represented to constitute a quorum and to transact business at a stockholders'
meeting. Our common stock has no preemptive, subscription or conversion rights
and is not redeemable by us.

Preferred Stock

Our articles of incorporation authorizes our board of directors to create and
issue series of preferred stock from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other rights, including voting rights, qualifications, limitations or
restrictions thereof as permitted under Florida law. Pursuant to authority
conferred upon the Board of Directors by the Articles of Incorporation of the
company, the company created a Series of 500,000 shares of Series A Convertible
Preferred Stock having the rights, preferences and limitations as follows:

        o     each share has a state value of $.80 per share,

        o     each share ranks parri passu 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,

        o     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 Corporation,

        o    the shares are convertible into shares of the company's Common
             Stock at a per share value of $.08 per share,

        o    the shares have no voting rights, and

        o    the shares are not subject to redemption.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Corporate Stock
Transfer 3200 Cheery Creek Drive South, Suite 430, Denver, CO 80209, Tel:
303-282-4800; Fax: 303-282-5800.
EXPERTS

The consolidated financial statements of Linkwell Corporation f/k/a Kirshner
Entertainment & Technology, Inc. as of December 31, 2004 and 2003, and for
the years then ended, appearing in our Form 10-KSB for the year ended December
31, 2004 have been audited by Berkovits, Lago & Company, LLP independent
auditors, as set forth in their report thereon and are incorporated by reference
in reliance upon the authority of such firm as experts in auditing and
accounting, and the consolidated financial states for Linkwell Tech Group,
Inc. as of December 31, 2004, and for the year then ending, appearing in our
Current Report on Form 8-K/A dated July 19, 2005 have been audited by Sherb
& Co., LLP, independent auditors, as set forth in their report thereon and
are incorporated by reference in reliance upon the authority of such firm as
experts in auditing and accounting.

                                 INDEMNIFICATION

The Florida Business Corporation Act allows us to indemnify each of our officers
and directors who are made a party to a proceeding if

(a) the officer or director conducted himself or herself in good faith;

(b) his or her conduct was in our best interests, or if the conduct was not in
an official capacity, that the conduct was not opposed to our best interests;
and

(c) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful.

We may not indemnify our officers or directors in connection with a proceeding
by or in our right, where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3. Incorporation   of  Documents  by  Reference

The documents listed below are incorporated by reference in the Registration
Statement. All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part thereof from the date of
filing of such documents.

        - Current Report on Form 8-K filed August 16, 2005
        - Quarterly Report on Form 10-QSB filed August 16, 2005
        - Current Report on Form 8-K/A filed on July 19, 2005
        - Quarterly Report on Form 10-QSB filed on May 19, 2005
        - Current Report on Form 8-K filed on May 16, 2005
        - Current Report on Form 8-K filed on May 13, 2005
        - Current Report on Form 8-K filed on May 6, 2005
        - Annual Report on Form 10KSB/A filed on April 1, 2005.
All reports and documents filed by us pursuant to Section 13, 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective date of filing of
such documents. Any statement incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that
a statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.

We hereby undertake to provide without charge to each person, including any
beneficial owner, to whom a copy of the prospectus has been delivered, on the
written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, 476 Hutai Branch Road, Baoshan
District, Shanghai, China 200436, Phone: (86) 21-56689332

Item 4. Description of Securities

A description of the Registrant's securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel
Not applicable.

Item 6. Indemnification of Directors and Officers

The Florida Business Corporation Act allows us to indemnify each of our officers
and directors who are made a party to a proceeding if

(a) the officer or director conducted himself or herself in good faith; (b) his
or her conduct was in our best interests, or if the conduct was not in an
official capacity, that the conduct was not opposed to our best interests; and
(c) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful.
We may not indemnify our officers or directors in connection with a proceeding
by or in our right, where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

Item 7. Exemption From Registration Claimed

Persons eligible to receive grants under the Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and, in the absence of registration under the Act,
consent to the imprinting of a legend on the securities restricting their
transferability except in compliance with applicable securities laws.

Item 8. Exhibits

5.1 Opinion of Schneider Weinberger & Beilly LLP, includes Exhibit 23.2*
10.1 Kirshner Entertainment & Technology, Inc., 2005 Equity Compensation Plan.*
23.1 Consent of Independent Certified Public Accountants.*
23.2 Consent of Independent Certified Public Accountants.*
23.3 Consent of Schneider Weinberger & Beilly LLP, (included in Exhibit 5)*

* Filed herewith.

Item 9. Undertakings

                  The undersigned registrant hereby undertakes: (1) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;

(b) To reflect in the prospectus any facts or events a rising after the
effective date of the registration statement (or the most recent post- effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(c) To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 against such liabilities (other than the payment by the registrant in
the successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Shanghai, China, on August 9, 2005.

                   Linkwell Corporation

                  By: /s/ Xuelian Bian
                  -----------------------------------------
                  Xuelian Bian, CEO, President and
                  Principal Executive, Financial and Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE                           TITLE                             DATE
---------

/s/ Xuelian Bian     CEO, President,  Chairman of the Board,     August 9, 2005
----------------     and Principal Executive, Financial and
Xuelian Bian         Accounting Officer

/s/ Wei Guan         Vice President,                            August 9, 2005
----------------     Secretary and director
Wei Guan