**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-KSB/A**

**Amendment      No. 3**

**xANNUAL      REPORT PURSUANT      TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934**

**o**
**TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934**

**Commission      File Number: 333-146975**

**HUIHENG      MEDICAL INC.**

*(Exact      name of registrant as specified in its charter)*

| **Nevada**                                            | **20-4078899**             |
|-------------------------------------------------------|----------------------------|
| *(State or other jurisdiction of* | *(I.R.S. Employer*    |
| *incorporation or organization)*            | *Identification No.)* |

**Huiheng Building, Gaoxin 7 Street      South, Keyuannan Road,**

**Nanshan      District, Shenzhen Guangdong, P.R. China 518057**

*(Address      of principal executive offices)*

**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**

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**EXPLANATORY      NOTE**

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**Item      8A. **
***Controls      and Procedures.***

**Evaluation      of Disclosure Controls and Procedures**

**Management’s      Report on Internal Control Over Financial Reporting**

*Internal      Control – Integrated Framework *
*Internal      Control - Integrated Framework *

**Remediation      Activities**

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**Changes      in Internal Controls Over Financial Reporting**

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**Item      13.**
***Financial Statements and Exhibits.***

(b) *Exhibits:*

|   | **Exhibit No. ** | **Document                Description**                                                                                                                                                                                                                                                                                                                            |
|--------|----------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 3.1                        | Articles                of Incorporation, as revised (incorporated by reference to the exhibit                to                the registrant's annual report on Form 10-KSB filed with the Securities                and Exchange Commission on April 10, 2008)                                                                                                  |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 3.2                        | Amended                and Restated By-Laws (incorporated by reference to the exhibit to                the                registrant's annual report on Form 10-KSB filed with the Securities                and                Exchange Commission on April 10, 2008)                                                                                            |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 4.1                        | Certificate                of Designation for Series A Preferred Stock (incorporated by reference                to                the exhibit to the registrant's current report on Form 8-K filed                with the                Securities and Exchange Commission on January 16, 2008)                                                                 |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.1                       | Securities                Exchange Agreement dated May 15, 2007 (incorporated by reference                to the                exhibit to the registrant’s current report on Form 8-K filed with the                Securities and Exchange Commission on May 15, 2007)                                                                                     |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.2                       | Huiheng                2007 Share Plan (incorporated by reference to the exhibit to the                Amendment                No. 2 to Form SB-2 filed with the Securities and Exchange Commission                on                February 1, 2008)                                                                                                            |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.3                       | Stock                Purchase Agreement dated September 1, 2006 (incorporated by reference                to                the exhibit to the registrant’s annual report on Form 10-KSB filed with                the Securities and Exchange Commission on February 28,                2007)                                                               |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.4                       | Office                Lease (incorporated by reference to the exhibit to the Amendment                No. 1 to                Form SB-2 filed with the Securities and Exchange Commission on December                5,                2007)                                                                                                                       |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.5                       | Investors’                Right Agreement among Allied Moral Holdings and the purchasers of                Series A                Preferred Stock (incorporated by reference to the exhibit to the                Amendment                No. 2 on Form S-1 to Form SB-2 filed with the Securities and Exchange                Commission on July 7, 2008) |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.6                       | Amendment                to Investors’ Rights Agreement (incorporated by reference to the exhibit                to the Amendment No. 2 on Form S-1 to Form SB-2 filed with the Securities                and Exchange Commission on July 7, 2008)                                                                                                           |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.7                       | Sample                Form of Equipment Sales Contract (incorporated by reference to the                exhibit                to the Amendment No. 2 to Form SB-2 filed with the Securities and                Exchange                Commission on February 1, 2008)                                                                                            |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.8                       | Sample                Form of Purchase Contract for Cobalt-60 Radiation Sources (incorporated                by                reference to the exhibit to the Amendment No. 2 on Form S-1 to Form                SB-2                filed with the Securities and Exchange Commission on July 7,                2008)                                            |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.9                       | Sample                Form of Contract for Commissioned Manufacturing of Parts (incorporated                by                reference to the exhibit to the Amendment No. 2 on Form S-1 to Form                SB-2                filed with the Securities and Exchange Commission on July 7,                2008)                                             |
|   |                       |                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.10                      | Sample                Form of Contract for Commissioned Manufacturing (incorporated by                reference                to the exhibit to the Amendment No. 2 on Form S-1 to Form SB-2 filed                with                the Securities and Exchange Commission on July 7,                2008)                                                      |

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|   | 10.11  | Capital                Contribution Transfer Agreement between Shenzhen Huiheng Industry                Co.,                Ltd. and Allied Moral Holdings Limited dated August 21, 2006 (incorporated                by reference to the exhibit to the Amendment No. 2 on Form S-1 to                Form                SB-2 filed with the Securities and Exchange Commission on July 7,                2008)                                               |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 10.13  | Creditor’s                Rights and Liability Confirmation Agreement (incorporated by reference                to                the exhibit to the Amendment No. 2 on Form S-1 to Form SB-2 filed                with the                Securities and Exchange Commission on July 7, 2008)                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 10.14  | Letter                Agreement between Allied Moral Holdings Limited and Clear Honest                International Co. Ltd., dated January 5, 2008 (incorporated by reference                to the exhibit to the Amendment No. 2 on Form S-1 to Form SB-2 filed                with                the Securities and Exchange Commission on July 7, 2008)                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 10.15  | Letter                Agreement between Shenzhen Huiheng Industry Co., Ltd. And Tibet Changdu                Huiheng Development Co., Ltd. dated January 5, 2008 (incorporated                by                reference to the exhibit to the Amendment No. 2 on Form S-1 to Form                SB-2                filed with the Securities and Exchange Commission on July 7,                2008)                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 10.16  | Capital                Contribution Transfer Agreement between Shenzhen Huiheng Industry                Co.,                Ltd. and Tibet Changdu Huiheng Development Co., Ltd. dated February                25,                2006 (incorporated by reference to the exhibit to the Amendment No.                2 on                Form S-1 to Form SB-2 filed with the Securities and Exchange Commission                on                July 7, 2008) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 10.17  | Capital                Contribution Transfer Agreement between Hui Xiaobing and Tibet Changdu                Huiheng Development Co., Ltd. dated February 25, 2006 (incorporated                by                reference to the exhibit to the Amendment No. 2 on Form S-1 to Form                SB-2                filed with the Securities and Exchange Commission on July 7,                2008)                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 31.1   | Certification                of Chief Executive Officer pursuant to Section 302 of the Sarbanes                Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 31.2   | Certification                of Chief Financial Officer pursuant to Section 302 of the Sarbanes                Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 32.1   | Certification                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to                Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 32.2   | Certification                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to                Section 906 of the Sarbanes-Oxley Act of                2002.                                                                                                                                                                                                                                                                                  |

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**SIGNATURES**

| Huiheng                Medical, Inc., |
|---------------------------------------|
| a                Nevada corporation   |
|                                  |   |
| By:                                   | /s/                Hui Xiaobing |
|                                  | Hui                Xiaobing |
|                                  | President                and Chief Executive Officer |

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