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): ~~September~~ 6April 5, ~~2011~~2012

HUIHENG MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of

Incorporation)

333-132056

(Commission File Number)

20-4078899

(IRS Employer

Identification No.)


Huiheng Building, Gaoxin 7 Street South, Keyuannan Road, Nanshan District, Shenzhen Guangdong, P.R. China 518057 (Address of Principal Executive Offices)		N/A (Zip Code)

86-755-25331511

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section~~ 1 ~~- Registrant’s Business and Operations~~

Item 14.0102. ~~Entry~~ Non-Reliance ~~into~~On aPreviously ~~Material~~Issued ~~Definitive~~Financial ~~Agreement~~Statements Or A Related Audit

OnReport ~~September~~Or 6,Completed ~~2011,~~Interim ~~Allied Moral Holdings (“Allied Moral”), a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Huiheng Medical, Inc~~Review. (“Huiheng”), entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Intact Medical Corporation, a Delaware corporation (“Intact”), and BMG Diamond Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“BMG”) (collectively, the “Parties”).

~~Pursuant~~(a) On toApril ~~the Joint Venture Agreement~~5, 2012, the ~~Parties~~Company’s ~~agreed~~Board toof ~~establish a new company~~Directors, Hwhich &serves Ias ~~Medical China Limited (“NewCo”) under~~ the ~~laws~~Audit ~~of the British Virgin Islands~~Committee, todetermined ~~develop,~~that ~~manufacture, and sell~~ the ~~Intact~~previously ~~Breast~~issued ~~Lesion~~financial ~~Excision~~statements ~~System~~for (the ~~“Product”)~~years ~~primarily~~ended inDecember ~~China. Under the Joint Venture Agreement~~31, ~~Allied~~2010 ~~Moral~~and ~~agreed~~2009 toshould ~~contribute~~not ~~$650~~be ~~for~~relied aupon ~~65%~~because ~~interest in NewCo, based on~~ the ~~following~~Company ~~initial~~changed ~~capitalization~~its method of ~~NewCo:~~recognition ~~(i) 2,000 shares~~ of ~~voting~~gross ~~Common~~profit ~~Stock~~from ~~authorized,~~the ~~650~~accrual ofmethod ~~which~~ to bethe ~~held~~cost byrecovery ~~the~~method. The ~~Allied~~Company’s ~~Moral,~~financial ~~300~~statements byfor ~~Intact,~~those ~~and~~years 50were byoriginally ~~BMG;~~prepared ~~(ii)~~reflecting ~~300~~the ~~shares~~recognition of ~~non-voting~~gross ~~Series~~profit Ausing ~~Preferred~~the ~~Stock~~accrual ~~authorized,~~method. The ~~all~~Company ofdecided ~~which~~ to bemake ~~held~~this byaccounting ~~Intact;~~change ~~and~~in ~~(iii)~~light ~~700 shares~~ of ~~non-voting~~the ~~Series~~Company’s Bhistorical ~~Preferred~~delays ~~Stock~~in ~~authorized,~~collecting ~~650~~on ofits ~~which~~accountants toreceivable befrom ~~held~~its bycustomers ~~the Intact~~ and 50after ofdiscussions ~~which~~with toUHY beVocation ~~held~~HK byCPA ~~BMG. In addition~~Limited, the ~~Parties~~Company’s ~~agreed~~Independent ~~that~~Accountant ~~all~~(“Independent ~~shares~~Accountant”) ofand ~~NewCo~~the ~~will~~Staff beof ~~subject~~the toSecurities ~~certain~~and ~~transfer~~Exchange ~~restriction~~Commission. The ~~requiring~~Chief ~~each~~Financial ~~stockholder~~Officer tohas ~~offer~~discussed, toand ~~sell~~the ~~its~~members ~~shares~~of to the ~~non-selling~~Board ~~stockholders~~of ~~first~~Directors ~~before~~of ~~selling~~the toCompany ahave ~~third~~had ~~party~~an inopportunity ~~accordance~~ to discuss, the ~~procedure~~matters ~~agreed~~disclosed ~~upon~~herein inwith the ~~Joint~~Independent ~~Venture Agreement~~Accountant.

~~Under~~(1) Financial ~~the~~Statements ~~Joint~~for ~~Venture Agreement,~~ the ~~Parties~~Years ~~also~~Ended ~~agreed~~December ~~that~~31, ~~the~~2010 ~~Series A Preferred Stock (“Series A”)~~ and ~~Series~~2009 The Beffects ~~Preferred Stock (“Series B”)~~ of ~~NewCo will have certain preferential distribution rights. Beginning in~~ the ~~second~~restatement ~~year~~on ~~following~~ the ~~approval~~financial ofstatements ~~the~~for ~~Product by~~ the ~~China State Food and Drug Administration (the “SFDA”), the Series A Stockholders will be entitled to annual preference distributions for three~~ years inended ~~the~~December ~~amounts of $1~~31,~~100,000,~~ ~~$2,250,000;~~2010 and ~~$3,250,000.~~2009 ~~Over~~are ~~that~~summarized ~~same~~in ~~period, and after~~ the ~~Series~~following A Stockholders have received their preference distributions, Series B Stockholders will be entitled to annual preference distributions of $2,566,667, $5,250,000, and $7,583,333. All of the preference distributions to both the Series A and Series B Stockholders will be less any proportional taxes accrued.tables:

Furthermore, the Parties agreed that: (1) NewCo will have three directors, of which two (2) are to be appointed by Huiheng and one (1) by Intact , (2) an approval vote of more than seventy-five percent (75%) will be required on certain matters relating to NewCo; and (3) Huiheng will make an unsecured, non-interest bearing loan of $150,000 to Intact, which is to be repaid out of Intact’s distributions from NewCo.

The consolidated financial statements as of and for the years ended December 31, 2010 and 2009, as previously issued, have been restated to derecognize the gross profit received from the sales of equipment under the cost recovery method instead of the accrual method until such receivable is settled. The deferred profit not yet recognized is offset against the related receivable on the balance sheet.




The following consolidated financial statement line items were affected by the restatement:

Consolidated balance sheet as of December 31, 2010
	As previously
	reported	As restated	Effect of change

Accounts receivable, current portion	$ 8,130,681	$ 8,130,681	$ -
Accounts receivable, non-current portion	$ 11,617,798	$ 5,286,563	$ (6,331,235)
Retained earnings	$ 14,298,693	$ 7,963,681	$ (6,331,235)

Consolidated statement of income for the year ended December 31, 2010
	As previously
	reported	As restated	Effect of change

Revenue	$ 8,636,573	$ 8,636,573	$ 0
Cost of revenue	$ (2,176,184)	$ (2,176,184)	$ 0
Gross profit on current year's sales	$ 6,460,389	$ 6,460,389	$ 0
Less: Deferred profit on current year's sales	-	$ (801,603)	$ (801,603)
Add: Gross profit realized from prior years' sales	-	$ 1,421,317	$ 1,421,317
Total gross profit on sales	$ 6,460,389	$ 7,080,103	$ 619,714
Operating income	$ 2,715,774	$ 3,335,488	$ 619,714
Net income before taxes	$ 2,756,805	$ 3,376,519	$ 619,714
Net income attributable to Huiheng’s shareholders	$ 3,376,519	$ 2,795,880	$ (580,639)
Earnings per share
Basic	$ 0.16	$ 0.20	$ 0.04
Diluted	$ 0.13	$ 0.17	$ 0.04

In connection with the Joint Venture Agreement, it is anticipated that Intact and NewCo will enter into a License, Supply, Marketing, and Distribution Agreement pursuant to which Intact will grant NewCo an exclusive license allowing NewCo to develop, manufacture, and sell the Product in China.2

Except as otherwise described in this Item 1.01 there is no material relationship between Huiheng, Intact and BMG or Intact.

Consolidated balance sheet as of December 31, 2009
	As previously
	reported	As restated	Effect of change

Accounts receivable, current portion	$ 6,777,868	$ 6,777,868	$ -
Accounts receivable, non-current portion	$ 9,721,951	$ 2,771,002	$ (6,950,949)
Retained earnings	$ 12,488,965	$ 5,538,016	$ (6,950,949)

Consolidated statement of income for the year ended December 31, 2009
	As previously
	reported	As restated	Effect of change

Revenue	$ 9,378,579	$ 9,378,579	$ -
Cost of revenue	$ (2,353,088)	$ (2,353,088)	$ -
Gross profit on current year's sales	$ 7,025,491	$ 7,025,491	$ -
Less: Deferred profit on current year's sales	-	$ (1,652,118)	$ (1,652,118)
Add: Gross profit realized from prior years' sales	-	$ 639,650	$ 639,650
Total gross profit on sales	$ 7,025,491	$ 6,013,023	$ (1,012,468)
Operating income	$ 2,872,753	$ 1,860,285	$ 1,012,468
Net income before taxes	$ 4,124,863	$ 3,112,395	$ 1,012,468
Net income attributable to Huiheng’s shareholders	$ 3,640,416	$ 2,627,948	$ (1,012,468)
Earnings per share
Basic	$ 0.26	$ 0.19	$ (0.07)
Diluted	$ 0.22	$ 0.16	$ (0.06)

The ~~foregoing~~Company ~~description~~intends ofto ~~the~~file ~~Joint~~as ~~Venture~~soon ~~Agreement~~as ispracticable ~~not~~an ~~complete~~amendment ~~and~~to isits ~~qualified~~Form in10-K ~~its~~for ~~entirety~~the byyear ~~reference~~ended December 31, 2010 to ~~such~~restate ~~agreement,~~the asconsolidated ~~filed~~financial ~~hereto~~statements asfor ~~Exhibit~~the 10years ended December 31, 2010 and 2009.1.

- (2) Consolidated Financial Statements for the Quarterly Periods Ended March 31, 2011 and 2010; June 30, 2011 and 2010; and September 30, 2011 and 2010. The effect of the restatement on the consolidated financial statements for the quarterly periods ended March 31, 2011 and 2010; June 30, 2011 and 2010; and September 30, 2011 and 2010 is currently being considered, but has not yet been definitively determined. The Company intends to file as soon as practicable amendments to its Form 10-Qs for the quarterly periods ended March 31, 2011 and 2010; June 30, 2011 and 2010; and September 30, 2011 and 2010.

~~Section 9 - Financial Statements and Exhibits~~3

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Exhibit Description
10.1		Joint Venture Agreement dated September 6, 2011*

* Application has been made to the Securities and Exchange Commission (the “Commission”) to seek confidential treatment of certain portions of Exhibit 10.1 under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Omitted material for which confidential treatment has been requested has been filed separately with the Commission.

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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.

~~HUIHENG~~Huiheng ~~MEDICAL~~Medical, ~~INC~~Inc.,

a Nevada corporation

Dated: ~~September~~ 8April 16, ~~2011~~ 2012 By: /s/ Richard Shen

By: /s/ Richard Shen

Richard Shen

Chief Financial Officer

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