Attached files
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| EX-31.1 - EXHIBIT311 - HUIHENG MEDICAL, INC. | exhibit311.htm |
| EX-31.2 - EXHIBIT312 - HUIHENG MEDICAL, INC. | exhibit312.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 2)
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x
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission File Number: 333-132056
HUIHENG MEDICAL INC.
(Exact name of registrant as specified in its charter)
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Nevada
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20-4078899
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Huiheng Building, Gaoxin 7 Street South
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Keyuannan Road, Nanshan District, Shenzhen Guangdong, P.R. China 518057
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(Address of principal executive offices)
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86-755-25331366
(Registrant’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:
None
Securities registered under Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. x Yes ¨ No
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 x No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date 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 check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 15, 2011 was approximately $2,052,573 based upon the closing price of $0.90 per shares as quoted for such date on the Over-the-Counter Bulletin Board maintained by the Financial Industry Regulatory Authority (“FINRA”). Shares of common stock held by each officer and director and by each person who is known to own 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates of the Company. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 29, 2011, there were 14,030,637 shares of the registrant’s $0.001 par value common stock issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 2 to Form 10-K for the year ended December 31, 2010 is being made to respond to certain comments received from the Staff of the Securities and Exchange Commission. Except as stated herein, this amendment No. 2 to Form 10-K does not reflect events or transactions occurring after such filing date or modify or update those disclosures contained in Amendment No. 1 to Form 10-K
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
As used in this section, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Exchange Act as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, subject to community property laws where applicable.
As of February 25, 2011, we had a total of 14,030,637 shares of common stock outstanding and 211,390 shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock is convertible into 10.5042 shares of common stock, and the 211,390 shares of Series A Preferred Stock outstanding will convert into 2,220,483 shares of common stock in the aggregate.
Common Stock
The following table sets forth, as of March 15, 2011: (a) the names and addresses of each beneficial owner of more than five percent of our common stock known to us, the number of shares of common stock beneficially owned by each such person, and the percent of our common stock so owned; and (b) the names and addresses of each director and executive officer, the number of shares our common stock beneficially owned, and the percentage of our common stock so owned, by each such person, and by all of our directors and executive officers as a group. Unless otherwise indicated, the business address of each of our directors and executive offices is c/o Huiheng Medical, Inc., Huiheng Building, Gaoxin 7 Street South, Keyaunnan Road, Nanshan District, Shenzhen Guangdong, P.R. China 51807. Each person has sole voting and investment power with respect to the shares of our common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
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Name and Address of Beneficial Owner (Includes Management)
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Shares Owned
Beneficially
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Percentage
Ownership
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Hui Xiaobing (1)
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11,750,000
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83.75
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%
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Huang Jian
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0
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*
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Richard Shen
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0
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*
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Cui Zhi
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0
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*
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Tang Shucheng
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0
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*
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Li Daxi
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20,000(2)
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*
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All Officers & Directors as a Group (6 people)
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11,770,000
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83.8
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%
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* Individual owns less than 1% of our securities.
(1) Includes shares held by Clear Honest International Limited, a company controlled by Mr. Hui Xiaobing, Chief Executive Officer of Huiheng.
(2) Represents stock options exercisable at March 15, 2011 or within sixty (60) days of March 15, 2011.
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Preferred Stock
The following table sets forth, as of March 15, 2011, the names and addresses of each beneficial owner of more than five percent (5%) of our Series A Preferred Stock known to us, the number of shares of Series A Preferred Stock beneficially owned by each such person, the percent of the Series A Preferred Stock so owned, and the number of shares of common stock issuable upon conversion of the Series A Preferred Stock. To our knowledge, none of our directors or executive officers have any direct or beneficial ownership interest in shares of Series A Preferred Stock or shares of common stock issuable upon conversion of the Series A Preferred Stock:
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Name and Address
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Shares of
Series A
Preferred
Beneficially
Owned
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Percentage
Ownership
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Shares of
Common
Stock
Issuable on
Conversion
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Genesis Capital Advisors LLC
546 Fifth Ave., 5th Floor
New York, NY 10036
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11,237
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5.32
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%
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118,036
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Platinum Partners Value Arbitrage Fund, L.P. (1)
152 West 57th St.
New York, NY 10019
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65,317
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30.9
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%
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686,103
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Kenneth Greif (2)
240 Maple Street
Englewood, NJ 07631
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26,667
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12.61
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%
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280,116
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Atlas Master Fund, Ltd. (3)
135 East 57th St.
New York, NY 1002
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20,116
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9.52
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%
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211,302
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Sherleigh Associates Inc. .
Profit Sharing Plan
80 Columbus Circle PH 76A
New York, NY 10023
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15,663
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7.41
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%
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164,527
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Hanover Overseas Fund/ OHL Ltd.
Level 2, 20 Augustus Terrace
Parnell, Auckland 1142 New Zealand
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15,663
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7.41
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%
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164,527
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Orion KF Partners
11990 San Vicente Blvd. Ste 200
Los Angeles, CA 90049
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15,663
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7.41
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%
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164,527
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(1) Mark Nordlicht exercise voting and investment control over the shares of Series A Preferred Stock held by Platinum Partners Value Arbitrage Fund, L.P.
(2) Includes 6,667 shares held in the name of Greif China PE, LLC of which Mr. Grief exercise voting control and investment control.
(3) Scott Schroeder exercises voting and investment control over the shares of Series A Preferred Stock held by Atlas Master Fund, Ltd.
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Securities Authorized for Issuance under Equity Compensation Plans
See Item 5 for this information.
Item 15. Exhibits, Financial Statements and Schedules.
(b) Exhibits:
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Exhibit No.
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Document Description
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31.1
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31.2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Huiheng Medical, Inc.,
a Nevada corporation
Date: August 26, 2011 By: /s/ Hui Xiaobing
Hui Xiaobing
Chief Executive Officer (Principal Executive Officer)
Date: August 26, 2011 By: /s/ Richard Shen
Richard Shen
Chief Financial Officer (Principal Financial &
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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/s/ Hui Xiaobing
Hui Xiaobing
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Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
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August 26, 2011
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/s/ Huang Jian
Huang Jian
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Director
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August 26, 2011
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/s/ Li Daxi
Li Daxi
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Director
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August 26, 2011
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/s/ Richard Shen
Richard Shen
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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August 26, 2011
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