UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2012
LINKWELL CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 000-24977 | 65-1053546 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1104 Jiatong Road, Jiading District, Shanghai, China | 201807 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(86) 21-5566-6258
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants’ under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities.
On January 4, 2012, Linkwell Corporation (the “Company”), pursuant to a Legal Services Agreement, dated January 1, 2012 (the “Agreement”), by and between the Company and the Shanghai Hai Mai Law Firm (“Shanghai Hai Mai”), agreed to issue to Shanghai Hai Mai the aggregate amount of 6,000,000 shares of the Company’s common stock, $0.0005 par value per share (the “Shares”). The Shares were issued as compensation for legal services to be provided by Shanghai Hai Mai during the two year term of the Agreement.
The Shares were issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Rule 903 of Regulation S promulgated thereunder (“Regulation S”), as an offshore offer and sale to a non-“U.S. person” (as defined in Regulation S), and/or Section 4(2) of the Securities Act of 1933.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LINKWELL CORPORATION | |||
| By: | /s/ Xuelian Bian | ||
| Xuelian Bian | |||
|
|
President and Chief Executive Officer | ||
| Date: February 22, 2012 | |||