Attached files

file filename
EX-10.2 - HUIHENG MEDICAL, INC.v206164_ex10-2.htm
EX-32 - HUIHENG MEDICAL, INC.v206164_ex32.htm
EX-31.1 - HUIHENG MEDICAL, INC.v206164_ex31-1.htm
EX-31.2 - HUIHENG MEDICAL, INC.v206164_ex31-2.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1

(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended September 30, 2010
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____ to _____.

Commission File No. 333-132056

HUIHENG MEDICAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada
 
20-4078899
(State or Other Jurisdiction
Of Incorporation or Organization)
 
(I.R.S. Employer Identification
Number)
     
Huiheng Building, Gaoxin 7 Street South,
Keyuannan Road, Nanshan District,
Shenzhen Guangdong, P.R. China 518057
 
N/A
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code 86-755-25331366

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
 Yes ¨                 No x                   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ¨                 No ¨                    

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-3 of the Exchange Act.

Large accelerated filer
¨
Accelerated filer
¨
       
Non-accelerated filer
¨
Smaller reporting company
x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨                 No x               


 
As of November 15, 2010, there were 13,991,288 shares of the issuer’s $0.001 par value common stock issued and outstanding.

We are filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) solely for the purpose of submitting a redacted version of appendix 1 and appendix 2 of Exhibit 10.2 and amending the disclosure with respect to such Exhibit 10.2 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (the “Original Filing”), filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2010.  We have submitted a letter to the SEC requesting confidential treatment of appendix 1 and appendix 2 of Exhibit 10.2 under Rule 24b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Freedom of Information Act (“FOIA”), Exemption 4, 5 U.S.C. § 552(b)(4).

Pursuant to Rule 12b-15 under the Exchange Act (“Rule 12b-15”), this Amendment contains the complete text of the information incorporated into Item 6, as amended.  In addition, as required by Rule 12b-15, new certifications of our principal executive officer and principal financial officer are also being filed and/or furnished as exhibits to this Amendment.

Except as described above, we have not modified or updated other disclosures presented in the Original Filing. This Amendment does not amend, update or change the financial statements or any other disclosures in the Original Filing and does not reflect events occurring after the filing of the Original Filing.

Item 6.  Exhibits

The following exhibits are filed as a part of Amendment No. 1 to this Quarterly Report.

Exhibit
No
 
Description
10.2
 
Purchase Contract of Cobalt-60 Radiation Sources Used in SGS-I with Beijing Atom High-Tech Co.(1)*
     
31.1
 
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
31.2
 
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
32.1
 
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 

*
Filed herewith
(1)
Material has been redacted from this exhibit and filed separately with the SEC pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act.

 
2

 

SIGNATURES

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 thereunto duly authorized.

 
HUIHENG MEDICAL, INC.
   
Date:       December 28, 2010
By:
/s/ Hui Xiaobing
   
Hui Xiaobing
   
Chief Executive Officer
   
(Principal Executive Officer)
   
Date:       December 28, 2010
By:
/s/ Richard Shen
   
Richard Shen
   
Chief Financial Officer
   
(Principal Accounting and Financial Officer)