**ARTICLES
      OF INCORPORATION, AS REVISED**





**OF**





**HUIHENG
      MEDICAL, INC.**




**ARTICLE
      I**





The
      name
      of the corporation is: HUIHENG MEDICAL, INC.





**ARTICLE
      II**





The
      name
      and address of the resident agent of the corporation is:





The
      Corporate Place, Inc.


823
      South
      Sixth Street, Suite 100


Las
      Vegas, NV  89101





Principal
      and branch offices may hereinafter be established at such place or places,
      either within or without the State of Nevada, as may from time to time be
      determined by the Board of Directors.





**ARTICLE
      III**





The
      nature and purpose of this business shall be to conduct any lawful activity
      as
      governed by the laws of the State of Nevada.





**ARTICLE
      IV**





(a)  The
      Corporation shall be authorized to issue the following shares:





Class
            
            Number
                of Shares
            
            Par
                ValueCommon
            
            
            74,000,000
            
            $
            .001Preferred
            
            
            1,000,000
            
            $
            .001





(b)  The
      designations and the powers, preferences and rights, and the qualifications
      and
      restrictions thereof are as follows:









(1)
      The
      Preferred Shares shall be issued from time to time in one or more series, with
      such distinctive serial designations as shall be stated and expressed in the
      resolution or resolutions providing for the issue of such shares from time
      to
      time adopted by Board of Directors; and in such resolution or resolutions
      providing for the issue of shares of each particular series, the Board of
      Directors is expressly authorized to fix the annual rate or rates of dividends
      for the particular series; the dividend payment dates for the particular series
      and the date from which dividends on all shares of such series issued prior
      to
      the record date for the first dividend payment date shall be cumulative; the
      redemption price or prices for the particular series; the voting powers for
      the
      particular series, the rights, if any, of holders of the shares of the
      particular series to convert the same into shares of any other series or class
      or other securities of the corporation, with any provisions for the subsequent
      adjustment of such conversion rights; and to classify or reclassify any unissued
      preferred shares by fixing or altering from time to time any of the foregoing
      rights, privileges and qualifications.




(2) All
      the Preferred shares of any one series shall be identical with each other in
      all
      respects, except that shares of any one series issued at different times may
      differ as to the dates from which dividends thereon shall be cumulative; and
      all
      Preferred shares shall be of equal rank, regardless of series, and shall be
      identical in all respects except as to the particulars fixed by the Board as
      hereinabove provided or as fixed herein.




(c) No
      holder
      of any of the shares of any class of the Corporation shall be entitled as of
      right to subscribe for, purchase, or otherwise acquire any shares of any class
      of the Corporations which the Corporation proposes to issue or any rights or
      options which the Corporation proposes to grant for the purchase of shares
      of
      any class of the Corporation or for the purchase of any shares, bonds,
      securities, or obligations of the Corporations which are convertible into or
      exchangeable for, or which carry any rights, to subscribe for, purchase, or
      otherwise acquire shares of any class of the Corporation; and any and all of
      such shares, bonds, securities, or obligations of the Corporation, whether
      now
      or hereafter authorized or created may be issued, or may be issued or
      transferred if the same have been reacquired and have treasury status, and
      any
      and all of such rights and options may be granted by the Board of Directors
      to
      such persons, firms corporations, and associations, and for such lawful
      consideration, and on such terms, as the Board of Directors in its discretion
      may determine, without first offering the same, or any thereof, to any said
      holder.





(d) The
      capital stock of this corporation shall be nonassessable and shall not be
      subject to assessment to pay the debts of the corporation. Shares are issued
      without cumulative voting rights and without any preemptive rights.





**ARTICLE
      V**





Members
      of the governing Board shall be known and styled as “Directors” and the number
      thereof shall be one (1) and may be increased or decreased from time to time
      pursuant to the By-Laws.





The
      name
      and address of the first Board of Directors is as follows:





Keith
      S.
      Barton


1155
      W.
      Fourth St., Suite 214


Reno,
      NV
      89503





The
      officers of the corporation shall be a President, Vice President, Secretary,
      and
      Treasurer. The corporation may have such additional officers as may be
      determined from time to time in accordance with the By-Laws. The officers shall
      have the powers, perform the duties, and be appointed as may be determined
      in
      accordance with the By-Laws and laws of the State of Nevada.





Any
      person may hold two (2) or more offices in said corporation.




**ARTICLE
      VI**





The
      corporation shall have perpetual succession by its corporate name and shall
      have
      all the powers herein enumerated or implied herefrom and the powers now provided
      or which may hereinafter be provided by law for corporations in the State of
      Nevada.








**ARTICLE
      VII**





No
      stockholder shall be liable for the debts of the corporation beyond the amount
      which may be due or unpaid upon any share or shares of stock of said corporation
      owned by that person.




**ARTICLE
      VIII**





Each
      shareholder entitled to vote at any election for directors shall have the right
      to vote, in person, or by proxy, the number of share owned by such shareholder
      for each director to be elected. Shareholders shall not be entitled to cumulate
      their votes.





The
      Directors shall have the powers to make and alter the By-Laws of the
      corporation. By-Laws made by the Board of Directors under the powers so
      conferred may be altered, amended, or repealed by the Board of Directors or
      by
      the stockholders at any meeting called and held for that purpose.




**ARTICLE
      X**





The
      corporation specifically elects not to be governed by NRS 78.411 to NRS 78.444
      inclusive and successor statutory provisions.





**ARTICLE
      XI**





The
      corporation shall indemnify all directors, officers, employees, and agents
      to
      the fullest extent permitted by Nevada law as provided within NRS 78.751 or
      any
      other law then in effect or as it may hereinafter be amended. The corporation
      shall indemnify each present and future director, officer, employee, or agent
      of
      the corporation who becomes a party or is threatened to be made a party to
      any
      suit or proceeding, whether pending, completed, or merely threatened, and
      whether said suit or proceeding is civil, criminal, administrative,
      investigative, or otherwise, except an action by or in the right of the
      corporation, by reason of the fact that he is or was a director, officer,
      employee, or agent of the corporation, or is or was serving at the request
      of
      the corporation as a director, officer, employee, or agent of another
      corporation, partnership, joint venture, trust, or other enterprise, against
      expenses, including but not limited to attorneys’ fees, judgments, fines, and
      amounts paid in settlement actually and reasonable incurred by him in connection
      with the action, suit, or proceeding if he acted in good faith and in a manner
      which he reasonably believed to be in or not opposed to the best interest of
      the
      corporation, and, with respect to any criminal action or proceeding, had no
      reasonable cause to believe his conduct was unlawful. The expenses of directors
      and officers incurred in defending a civil or criminal action, suit, or
      proceeding must be paid by the corporation as they are incurred and in advance
      of the final disposition of the action, suit, or proceeding if and only if
      the
      director or officer undertakes to repay said expenses to the corporation if
      it
      is ultimately determined by a court of competent jurisdiction that he is not
      entitled to be indemnified by the corporation. The indemnification and
      advancement of expenses may not be made to or on behalf of any director or
      officer if a final adjudication establishes that the director’s or officer’s
      acts or omission involved intentional misconduct, fraud, or a knowing violation
      of the law and was material to the cause of action.




**ARTICLE
      XII**





The
      name
      and address of the incorporator of this corporation is:





Keith
      S.
      Barton


1155
      W.
      Fourth St., Suite 214


Reno,
      NV
      89503