Our Business

We design and sell precision radiotherapy equipment used for the treatment of cancerous tumors in the People’s Republic of China (“PRC” or “China”). Our products include a patented line of gamma treatment systems (“GTS”) that accurately deliver well-defined conforming doses of radiation to the target tissue and a multileaf collimator (“MLC”) used in conjunction with a linear accelerator for radiation therapy applications.  We currently have 29 patents issued in the PRC, one patent issued in the U.S., one patent issued in the European Union, and additional patent applications pending.

Our primary customers are a limited number of hospital equipment investors, with hospitals and clinics as end users.  In addition to providing precision radiotherapy equipment, we also offer our customers comprehensive post-sale services for our products as well as products manufactured by others.  These services include radioactive cobalt source replacement and disposal, medical expert training, clinical trial analysis, patient tumor treatment analysis, software upgrades and patient care consulting.

Our revenues decreased from $12.3 million in 2008 to $10.6 million in 2009.  Our net income decreased from $4.01 million in 2008 to $3.64 million in 2009.

Our operating subsidiaries were founded in 2001 by Mr. Hui Xiaobing, our Chairman and a pioneer in the GTS industry in the PRC.  Mr. Hui served as president and Chairman of Shenzhen OUR Technology, Co., Ltd., the first PRC company to develop a gamma treatment system.  Mr. Hui is also the former CEO of Everbright Securities, a major Chinese financial institution.

The majority of our product sales in the PRC are made through Shenzhen Jiancheng Investment Co, Ltd. (“Jiancheng”).  During the fiscal year ended December 31, 2009, Jiancheng accounted for 63.38% of our revenue.

Our Strategies

·

continuing to offer high quality, competitively priced products and services;

 

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·

broadening our product offering and improving our existing technologies;

·

expanding our sales and distribution force in the PRC;

·

exploring opportunities to develop international markets in South America, Eastern Europe and Southeast Asia; and

·

expanding our product portfolio through relationships with foreign medical equipment technology leaders.

Our Strengths

We believe, based solely on management’s knowledge of our industry, that we are a leader in the GTS market in the PRC.  We consider our core competitive strengths to be:

 

·

experienced leadership;

·

strong customer relationships and networks;

·

proprietary technology with patent protection;

·

high quality product line;

·

strong gross margins and pricing flexibility;

·

consistent, high quality post-sale customer service and support;

·

experienced research and development team; and

·

strong R&D partnerships with Beijing University, China Science & Technology University and Public Healthcare Institute of Jilin University.

 

Our Industry

The market for medical equipment and supplies in the PRC is segmented into geographical regions.  Hospitals with greater spending power tend to be located in large towns and cities in the eastern part of the PRC, where rapid economic growth has taken place during the last two decades and where the population tends to have higher income.  Medical equipment and supplies distribution is a very specialized and localized business sector in the PRC.  Distributors of medical equipment and supplies operate in the PRC within relatively small and geographically dispersed markets, each based in a wealthy eastern city to cover the surrounding areas, with few distributors willing or able to cover the entire country.  Most distributors focus on the PRC’s eastern cities, where the bulk of purchasing power is concentrated, while the western part of the PRC has very limited coverage.  The fact that different areas of the PRC have their own medical and insurance practices, purchasing policies and regulatory issues further increases the complexity of medical equipment and supplies distribution in the PRC.

Some of the key factors contributing to the growth of the medical equipment market in the country include the PRC’s aging population, the popularization of private hospitals and clinics and the growing demand for high-quality medical equipment and efficient healthcare services.  Additionally, initiatives by the government, such as reforms in the national healthcare system, are also fueling growth in the industry.

The PRC Radiotherapy Market

The Ministry of Health identified cancer as the leading cause of death in the PRC for the years 2007, 2008 and 2009.  Further, the presence of both cancer related illnesses and deaths is expected to increase in the future due to certain environmental factors, such as air and water pollution, associated with the PRC’s rapid industrial expansion.  As a result, effective treatment of cancer is a high priority for the PRC healthcare system.

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Radiotherapy is used in approximately 50% of all cancer treatments worldwide.  Based on information most recently available to the Company, it is estimated that the United States has 13 radiotherapy units per million people.  The World Health Organization has previously recommended 6 radiotherapy units per million people for “developed” countries.  The PRC remains well below the recommended threshold.  In 2007, there was less than one radiotherapy unit per million people in the PRC.

 

The PRC radiotherapy industry has the following characteristics:

·

consolidation of the market as small suppliers find it difficult to compete;

·

high degree of government regulation with respect to unit pricing;

·

large discrepancy between the need for and access to radiation oncology systems; and

·

high barriers to entry due to both high technology requirements and established relationships.

Trends in the radiotherapy market in the PRC include:

·

increasing ability of the PRC medical community to detect cancer at treatable stages;

·

increasing acceptance of the use of Western style medicine and treatment approaches;

·

emerging middle class with increased financial ability to pay for medical procedures and improved cancer care; and

·

government indications to increase permissible spending on medical equipment procurement.

    

Our Corporate History

We were incorporated as a limited liability company in November 2002 under the name of Pinewood Imports, Ltd. and converted into a corporation under the laws of the State of Nevada on August 29, 2005. The Company was originally engaged in the business of importing molding and door component products, such as framing materials, made from pine wood from Brazil for resale and distribution. On September 6, 2006, we change our name to Mill Basin Technologies, Ltd. and became an inactive company that was in pursuit of merger opportunities or business operations.

On May 15, 2007, we entered into a Share Exchange Agreement to acquire all of the outstanding shares of Allied Moral Holdings Limited, a company with limited liability incorporated in the British Virgin Islands on July 26, 2006, with operating subsidiaries in the PRC.  Allied Moral Holdings Limited became our wholly owned subsidiary and we changed our name to Huiheng Medical, Inc.  At the time we acquired Allied Moral Holdings Limited, it, through its operating subsidiaries in the PRC, designed, developed and manufactured, and provided sales and services in connection with, radiation therapy medical equipment used for the treatment of cancer.

We operate as a Nevada holding company and we conduct all of our business through our operating subsidiaries as described in the chart below.  As described above, we own 100% of the equity interest of Allied Moral Holdings, Ltd. (“Allied Moral”), a British Virgin Islands company that, in turn, owns 100% of the equity interest of Tibet Changdu Huiheng Development Company, Ltd., a Tibetan holding company (“Changdu Huiheng”) that, in turn, directly owns 100%, 75% and 50%, respectively, of our operating subsidiaries Wuhan Kangqiao Medical New Technology Company, Ltd., a PRC company (“Wuhan Kangqiao”), Shenzhen Hyper Technology Company, Ltd., a PRC company (“Shenzhen Hyper”), and Beijing Yuankang Kbeta Nuclear Technology Co., Ltd., a PRC company (“Beijing Kbeta”).

 

 

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Wuhan Kangqiao focuses on research and development and production management of the Head Gamma Treatment System and Body Gamma Treatment System.  Shenzhen Hyper focuses on research and development and production management of the Super Gamma System and our multileaf collimator product that is used in conjunction with a linear accelerator for cancer treatment.  Beijing Kbeta focuses on installation and replacement of the Cobalt 60 radioactive sources used in our gamma treatment systems products.  The remaining equity interests in Shenzhen Hyper and Beijing Kbeta are owned by unrelated, unaffiliated parties.

In June 2010, the Company acquired Portola Medical, Inc., whose primary asset consists of its rights to develop, manufacture and sell an adjustable Multi-Catheter Source Applicator which is intended to provide brachytherapy when a physician chooses to deliver intracavitary radiation to the surgical margins following lumpectomy of breast cancer.  We plan to market and sell this product in the United States and in Asia.

Government Regulation

The sale and marketing of our products are subject to regulation in the PRC and in most other countries where we intend to conduct business.  For a significant portion of our products, we need to obtain and renew licenses and registrations with the PRC State Food and Drug Administration (“SFDA”) and its equivalent in other markets.

Regulation

Our products are subject to regulatory controls governing medical devices. Our SGS, BGTS and GTS products are authorized by the State Food and Drug Administration (SFDA), which is the regulatory institution for medical devices in the PRC. As a developer of medical equipment, we are subject to regulation and oversight by different levels of the SFDA. We are also subject to other government laws and regulations which are applicable to developers in general. SFDA requirements include obtaining production permits, compliance with clinical testing standards, development practices, quality standards, applicable industry and adverse reporting, and advertising and packing standards.

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On April 1, 2000, SFDA formulated a set of regulations for the medical device market - “Regulations for the Supervision and Administration of Medical Devices” - which included general provisions, administration of medical devices, administration of production, distribution and use of medical devices, supervision of medical devices, penalties, and supplementary provisions. Recent regulatory changes in the PRC include improvements in the supervision and efficiency of medical devices testing, introduction of a new pricing policy for medical devices, and introduction of a new regulation - “Provisions on Daily Supervision and Administration of Medical Devices Manufacturing Enterprises,” by SFDA in 2006.  In addition, among other recently issued regulations, “Measure for the Examination of Medical Apparatus Advertisements” came into effect on May 20, 2009.  Also on May 20, 2009, the “Standard for the Examination of Medical Apparatus Advertisements” came into force.

Classification of medical devices

In China, medical devices are classified into three different categories, Class I, Class II and Class III, depending on the degree of risk associated with each medical device and the extent of control needed to ensure safety and effectiveness. Classification of a medical device is important because the class to which a medical device is assigned determines, among other things, whether a developer needs to obtain a production permit and the level of regulatory authority involved in obtaining such permit. Classification of a device also determines the types of registration required and the level of regulatory authority involved in effecting the registration.

Class I devices are those with low risk to the human body and are subject to “general controls.” Class I devices are regulated by the local food and drug administration of the city where the manufacturer is located. Class II devices are those with medium risk to the human body and are subject to “special controls.” Class II devices require product certification, usually through a quality system assessment, and are regulated by the food and drug administration of the province where the manufacturer is located. Class III devices are those with high risk to the human body, such as life-sustaining, life-supporting or implantable devices, and are regulated by the SFDA under the strictest regulatory control.

Our products are classified as Class III devices, and are therefore subject to all regulatory controls governing Class III medical devices.

Production permit for medical devices

A developer  must obtain a production permit from the provincial food and drug administration before commencing the development of Class II or Class III medical devices. A production permit, once obtained, is valid for four years and is renewable upon expiration. To renew a production permit, a developer   must submit to the provincial food and drug administration an application to renew the permit, along with required information six months before the expiration date of the permit. In September 2007 we applied for a renewal of our production permit, which was promptly renewed in December 2007.

Registration requirements of medical devices

In accordance with the “Administration Measures Regarding Medical Device Registration” implemented on August 9, 2004, before a medical device can be developed for commercial distribution, a developer must obtain medical device registration by establishing, to the satisfaction of respective levels of the food and drug administration, the safety and effectiveness of the medical device. In addition, in order to conduct a clinical trial on a Class II or Class III medical device, the SFDA requires developers to apply and to obtain in advance a favorable inspection result for the device from a third party inspection center approved by the SFDA. The application to the inspection center must be supported by required data, such as animal and laboratory testing results, as well as certain pre-clinical and clinical trial data. If approved, the medical device registration is valid for four years.

The SFDA occasionally changes its policies, adopts additional regulations, revises existing regulations or tightens enforcement, each of which could block or delay the approval process for a medical device.

All of the products that we currently sell, including the OPEN Stereotactic Gamma-ray Radiotherapy System, Stereotactic Gamma-ray Whole Body Therapeutic System (SGS-1), Multi-leaf Collimator, TOP Stereotactic Gamma-ray Radiotherapy System, Whole Body Sterotactic Gamma System (SGS-1+), Head Gamma Treatment System (HGTS) and Body Gamma Treatment System (BGTS) have obtained SFDA approval.  The Medical Linear Accelerator (LINAC) we currently sell is manufactured by Shinwa.  As of February 8, 2010, we filed an application with the SFDA seeking approval of a LINAC product manufactured by the Company.  We will sell our own LINAC product once we obtain SFDA approval.

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Continuing SFDA regulations

We are subject to continuing regulation by the SFDA. In the event of significant modification to an approved medical device, its labeling or its manufacturing process, a new pre-market approval or pre-market approval supplement may be required. Our GTS products are subject to, among others, the following regulations:

·

SFDA’s quality system regulations, which require developers to create, implement and follow certain design, testing, control, documentation and other quality assurance procedures;

·

medical device reporting regulations, which require that developers report to the SFDA certain types of adverse reactions and other events involving their products; and

·

SFDA’s general prohibition against promoting products for unapproved uses.

Class II and III devices may also be subject to special controls applicable to them, such as supply purchase information, performance standards, quality inspection procedures and product testing, which may not be required for Class I devices. We believe we are in compliance with the applicable SFDA guidelines, but we could be required to change our compliance activities or be subject to other special controls if the SFDA changes or modifies its existing regulations or adopts new requirements.

We are also subject to inspection and market surveillance by the SFDA to determine compliance with regulatory requirements. If the SFDA decides to enforce its regulations and rules, the agency can institute a wide variety of enforcement actions, such as:

·

fines, injunctions and civil penalties;

·

recall or seizure of our products;

·

the imposition of operating restrictions, partial suspension or complete shutdown of production; and

·

criminal prosecution.

Regulatory requirements for developing international markets

We believe that the regulatory requirements of some international markets we are targeting will be satisfied at least in part by the regulatory approvals granted by the SFDA. We believe that compliance with regulatory requirements in the international markets that we are targeting in the near term will ultimately be the responsibility of the local distributor, especially in markets where regulators will rely on the SFDA approval process. We have not fully evaluated the regulatory requirements of these markets and our ability to comply with the requirements of a jurisdiction will be a factor in our expansion plans. These requirements may include: the need for additional clinical trials; compliance with labeling, advertising and promotion restrictions; manufacturing and quality control obligations; and post-market reporting and record keeping obligations.

Customers

The end users of our products are hospitals and clinics that treat various types of tumors, although our equipment is generally purchased by third party hospital equipment investors that place our units in the hospital or clinic under a financing arrangement.  We have a limited number of customers in the PRC (with one customer accounting for approximately 64% of our sales for the year ending December 31, 2009) and the health care institutions that are the end users of our products are located in most of the provinces in China.  While we are expanding our own sales and marketing capabilities and developing an internal distribution network to facilitate direct sales, we will still need to cooperate with third party investors who provide lease financing for the health care institutions.

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In an effort to expand our customer base outside of China, we have entered into distribution agreements with companies located in India, Argentina, Ukraine, Chile, Russia, Hungary, South Korea and Peru.  These agreements were entered into from September 2005 through October 2007.  Based on our experience with our distributor in India (where obtaining regulatory approval took more than two years from the execution of the agreement in January 2006), we expect that it will take at least two years from commencement of a distribution agreement before sales commence in those countries, and substantially longer if the applicable regulatory authorities require clinical trials or additional data beyond what was required to obtain SFDA approval.  In addition, we understand that in several countries the local distributors have delayed filing for regulatory approval until they have reasonable assurance that there is a hospital or treatment center in the country that wants to acquire the equipment and there is a feasible source of financing.  In general, regulatory approval delays concerning client facility preparation needed to install our products often delay the sale and installation of our products.  In certain instances, such as in Peru, the distributor has obtained regulatory approval, but shipment of our products has been delayed as a result of delays in completion of the treatment center where our products will be installed.

Materials and Components

Our manufacturing activities are outsourced and performed by others. We obtain components for our products and assembly services from a network of third party suppliers located in Shenzhen, Beijing, Wuhan and Chengdu, which are considered some of the industrialized areas of China. We obtain our Cobalt 60 sources from Beijing Shuangyuan Isotope Co. Ltd. and Chengdu Zhonghe Isotope Co. Ltd.; electrical cabinets from Wuhan Shankuo Mechanical & Electrical Equipment Co. Ltd; main engines from Jiangsu Duoling Numerical Control Machine Tool Co. Ltd and Chengdu Aviation Plastic Modeling Co. Ltd; and positioning beds from Shenzhen Tianda High-Tech Material Co. Ltd. Although we work closely with these organizations, component shortages may occur from time to time. We do not have long-term agreements with our suppliers. Instead, we obtain these products and services on a purchase order basis. Because of the knowledge of our suppliers concerning our requirements, we would have some difficulties, in the short run, replacing a supplier.

Our major assembly processes are “dry,” meaning that they do not involve significant quantities of solvents, plating solutions or other types of materials that lead to the generation of large amounts of hazardous wastes, process wastewater discharges or air pollutant emissions. Our GTS devices use radioactive isotopes, and the proper handling of this material, both prior to installation and after removing it from a device for replacement, which must occur periodically, is initially our responsibility. However, under current Chinese law and the arrangements that we have with our waste handler, the responsibility and liability for management of that waste transfers to the waste handler with the waste itself.

We periodically review the performance of our suppliers and manufacturers, which includes an evaluation of any quality issues and corrective actions.

Intellectual Property

We have been issued 29 patents in China covering radiotherapy devices, switching devices, and various other aspects of the Gamma Treatment System. The first such Chinese patent will expire in 2010, with the remainder expiring at various times from 2013 through 2027. We have also been issued one patent in the United States and one patent in the European Union. These foreign patents expire between 2020 and 2027. We intend to patent our new inventions both in China and internationally and have filed a total of approximately 15 patent applications in the PRC, U.S. and EU.

In addition, pursuant to our acquisition of Portola Medical, Inc. in June of 2010, we acquired one additional U.S. patent and eight pending U.S. patent applications (“Portola Patents”).  The Portola Patents relate to an adjustable Multi-Catheter Source Applicator which is intended to provide brachytherapy when a physician chooses to deliver intracavitary radiation to the surgical margins following lumpectomy of breast cancer.

Our patents cover the intellectual property we use in our products; we do not license patent rights from others for our products. Management is not aware of any current or previous infringement of the existing patents. If any infringement occurs, our management intends to vigorously prosecute actions to halt the infringement and recover damages if the value of the patent is judged at the time to be sufficient to justify that effort.

Employees

As of December 31, 2009, we had 96 employees, of which 81 were full-time employees and 15 were part-time employees. Of such employees, 52 were in research and development, 21 were in sales and customer support, and 23 were in finance and administration. We consider our relations with our employees to be good.

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Corporate Information

Our principal executive office is located at: Huiheng Building, Gaoxin 7 Street South, Keyuannan Road, Nanshan District, Shenzhen Guangdong, P.R. China 518057.  Our telephone number at that address is 86-755-25331366.  Our website address is www.huihengmedical.com.  The information on our website is not a part of this Annual Report.

Item 1A.  Risk Factors.

Risks Related to our Business

Adverse trends in the medical equipment industry, such as an overall decline in sales or a shift away from the therapies that our products support, may reduce our revenues and profitability.

Our business depends on the continued growth of the radiotherapy equipment industry in the PRC.  We operate in an industry characterized by technological change, short product life cycles and margin pressures.  It is possible that innovations in the treatment of tumors or improvements in radiotherapy equipment developed by others will make our products uncompetitive, reducing our revenues and profits.

We do not have long-term purchase commitments from our customers and we have to rely on obtaining orders from new customers for our products.

Our medical equipment is generally sold one unit at a time through a limited number of hospital equipment investors to a particular hospital or clinic, and they generally do not reorder our products.  As a result, the continued growth of our business involves making sales to an increasing number of new hospitals and clinics each year.  The failure to find and sell to a significant number of new end users each year would limit our revenues and profits.

We also make significant decisions related to production schedules, component procurement commitments, facility requirements, personnel needs and other resource requirements, based upon our estimates of future sales.  Because many of our costs and operating expenses are fixed, a reduction in customer demand would reduce our gross margins and operating results.  Additionally, from time to time, we may purchase quantities of supplies and materials greater than the amount that is required to fulfill our customer orders in an attempt to secure more favorable pricing, delivery or credit terms.  These purchases could expose us to losses from cancellation costs, inventory carrying costs or inventory obsolescence if the expected demand does not materialize, and hence, adversely affect our business and operating results.

Today, the majority of our product sales in the PRC are made through one entity.

The majority of our product sales in the PRC are made through Jiancheng.  During the fiscal year ended December 31, 2009, Jiancheng accounted for 63.38% of our revenue.  Any loss of significant revenue from Jiancheng could negatively impact our results of operations and could harm our business.

We extend credit to our customers and often do not collect outstanding receivables on a timely basis.  Our inability to collect such receivables has had an adverse effect on our immediate and long-term liquidity.

The contracts covering the sale of our products provide for the customer to make a deposit at the time that the order is placed and to make progress payments at various stages of the manufacturing, shipping, installation and testing process, typically with the final 10% payment due 12 months after the customer accepts the product as meeting the specifications.  However, in the PRC we have rarely collected payments under those stated terms and our customers have historically made most of their payments following the installation of our units.  Our largest customer had an outstanding account receivable balance owed to us of $10.46 million as of December 31, 2009.  The delay in receipt of customer payments places pressure on our working capital requirements.  Legal action is available, but the duration and outcome of litigation is inherently uncertain, particularly in the PRC, where the civil justice system continues to evolve.  If we are unable to collect on these accounts, our liquidity and profitability will be reduced.

We need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all.

In order to grow, remain competitive, develop new products and expand distribution, we require additional capital.  Our ability to obtain additional capital will be subject to a variety of uncertainties, including:

 

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·

our future financial condition, results of operations and cash flows;

·

general market conditions for capital raising activities by medical equipment and related companies;

·

investor demand for new offerings by issuers with small market capitalizations; and

·

economic, political and other conditions in China and elsewhere.

As a result of such uncertainties, we may be unable to obtain additional capital in a timely manner, or on acceptable terms or at all.  Furthermore, the terms and amount of any additional capital raised through issuances of equity securities may result in significant stockholder dilution.

The price and the sales of our products may be adversely affected by reductions in treatment fees by the Chinese government.

Treatment fees for our radiotherapy systems are subject to prices set by provincial governments in China, and these prices can be adjusted downward or upward from time to time.  If the treatment fees for our products are reduced by the government, some customers may be discouraged from buying our products, which would reduce our sales.  We may need to decrease the price of our products to provide our customers with acceptable financial returns on their purchases.  Our business or results of operations may be adversely affected by a reduction in treatment fees for our products in the future.

Failure to optimize our sourcing activities and cost structure could materially increase our expenses, causing a decline in our margins and profitability.

We strive to utilize our parts suppliers and manufacturing services in an efficient manner.  The efficiency of our operations depends in part on our success in accurately forecasting demand for our products and planning component parts and outsourced manufacturing services for new products that we intend to produce.  Failure to optimize our sourcing activities and cost structure could materially and adversely affect our business and operating results.

Moreover, our cost structure is subject to fluctuations from inflationary pressures.  Recently, China has experienced dramatic growth in its economy.  Future instances of similar growth may lead to pressure on wages and salaries that may exceed increases in productivity.  In addition, these pressures may be exacerbated by exchange rate movements.

Our business is subject to intense competition, which may reduce demand for our products and materially and adversely affect our business, financial condition, results of operations and prospects.

The medical equipment market is highly competitive, and we expect the level of competition to remain at its current level or intensify.  We face direct competition in China and will do so in other markets should we expand internationally.  This competition is across all product lines and at all price points.  Our competitors also vary significantly according to business segment.  For domestic sales, our competitors include publicly-traded and privately-held multinational companies, as well as domestic Chinese companies.  To date, our international sales have been very limited (one unit sold in India in 2008 and zero international sales in 2009) and while we are planning to engage in additional international sales in Latin American and Eastern Europe in the near future, there is no guarantee that we will meet with success.  Our competitors are primarily publicly-traded and privately-held multinational companies.  We also face competition in international sales from companies that have local operations in the markets in which we sell our products.

 

Some of our larger competitors, especially the multinational companies, have, among them:

·

greater financial and other resources;

·

a larger variety of products that have received regulatory approvals;

·

more extensive research and development and technical capabilities;

·

patent portfolios that may present an obstacle to our conduct of business;

 

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·

greater knowledge of local market conditions where we seek to increase our international sales;

·

stronger brand recognition; and

·

larger sales and distribution networks.

As a result, we may be unable to offer products similar to, or more desirable than, those offered by our competitors, and/or market our products as effectively as our competitors or otherwise respond successfully to competitive pressures.  In addition, our competitors may be able to offer discounts on competing products as part of a “bundle” of non-competing products, systems and services that they sell to our customers, and we may not be able to match those discounts while remaining profitable.  Furthermore, our competitors may develop technologies and products that are more effective than ours or that render our products obsolete or uncompetitive.  In addition, the timing of the introduction of competing products into the market could affect the market acceptance and market share of our products.  Our failure to compete successfully could materially and adversely affect our business, financial condition, results of operation and prospects.

Moreover, some of our internationally-based competitors have established or are in the process of establishing production and research and development facilities in China, while others have entered into cooperative business arrangements with Chinese manufacturers.  If we are unable to develop competitive products, obtain regulatory approval or clearance and supply sufficient quantities to the market as quickly and effectively as our competitors, market acceptance of our products may be limited, which could result in decreased sales.  In addition, we may not be able to maintain our outsourced manufacturing cost advantage.

In addition, we believe that corrupt practices in the medical equipment industry in China still occur, although it is difficult to quantify.  To increase sales, certain manufacturers or distributors of medical equipment may pay kickbacks or provide other benefits to hospital personnel who make procurement decisions.  Our company policy prohibits these practices.  As a result, as competition intensifies in the medical equipment industry in China, we may lose sales, customers or contracts to competitors who engage in these practices, and there may be no remedy we can pursue to prevent this.

We may fail to effectively develop and commercialize new products, which would materially and adversely affect our business, financial condition, results of operations and prospects.

Our success depends on our ability to anticipate technology development trends and to identify, develop and commercialize in a timely and cost-effective manner new and advanced products that our customers demand.  Moreover, it may take an extended period of time for our new products to gain market acceptance, if at all.  Furthermore, as the life cycle for a product matures, the average selling price generally decreases.  Although we have previously offset the effect of declining average sales prices through increased sales volumes and reductions in outsourced manufacturing costs, we may be unable to continue to do so.  Lastly, during a product’s life cycle, problems may arise regarding regulatory, intellectual property, product liability or other issues which may affect its continued commercial viability.

 

Whether we will be successful in developing and commercializing new products will depend on our ability to:

·

obtain regulatory clearances or approvals in a timely and cost efficient manner;

·

optimize our procurement processes to control costs;

·

manufacture and deliver quality products in a timely manner;

·

increase customer awareness and acceptance of our new products;

·

compete effectively with other medical equipment companies;

·

price our products competitively; and

·

effectively integrate customer feedback into our research and development planning.

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If we fail to obtain or maintain applicable regulatory clearances or approvals for our products, or if such clearances or approvals are delayed, we will be unable to distribute our products in a timely manner, or at all, which could significantly disrupt our business and materially and adversely affect our sales and profitability.

The sale and marketing of our products are subject to regulation in the PRC and in most other countries where we intend to conduct business.  For a significant portion of our products, we need to obtain and renew licenses and registrations with the PRC State Food and Drug Administration, or SFDA, and its equivalent in other markets.  The processes for obtaining regulatory clearances or approvals can be lengthy and expensive, and the results are unpredictable.  All of the products that we currently sell, including the OPEN Stereotactic Gamma-ray Radiotherapy System, Stereotactic Gamma-ray Whole Body Therapeutic System (SGS-1), Multi-leaf Collimator, TOP Stereotactic Gamma-ray Radiotherapy System, and Whole Body Sterotactic Gamma System (SGS-1+) have obtained SFDA approval.  The Medical Linear Accelerator (LINAC) we currently sell is manufactured by Shinwa.  As of February 8, 2010, we filed an application with SFDA seeking approval of a LINAC product manufactured by the Company.  We will sell our own LINAC product once we obtain the SFDA approval.  However, we cannot be certain how long such an approval process may take.  In addition, relevant regulatory authorities may introduce additional requirements or procedures that could have the effect of delaying or prolonging the approval for our existing or new products.  For example, in 2007 the SFDA introduced a new safety standard to its approval process for new medical equipment which we believe has increased the typical time period required to obtain approval by approximately three months.  If we are unable to obtain approvals needed to market existing or new products, or obtain such approvals in a timely fashion, our business would be significantly disrupted, and our sales and profitability could be materially and adversely affected.

In particular, as we enter foreign markets, we lack the experience and familiarity with both the regulators and the regulatory systems, which could make the process more difficult, more costly, more time consuming and less likely to succeed.

Failure to manage our growth could strain our management, operational and other resources, which could materially and adversely affect our business and prospects.

Our growth strategy includes building our brand, increasing market penetration of our existing products, developing new products, increasing our targeting of hospitals in the PRC, and expanding internationally.  Pursuing these strategies has resulted in, and will continue to result in, substantial demands on management resources.

In addition, the management of our growth will require, among other things:

·

enhancement of our research and development capabilities;

·

stringent cost controls;

·

adequate working capital and financial resources;

·

strengthening of financial and management controls and information technology systems;

·

increased marketing, sales and sales support activities; and

·

hiring and training of new personnel.

If we are not able to manage our growth successfully, our business and prospects would be materially and adversely affected.

If we are unable to effectively and efficiently improve and maintain our controls and procedures, there could be a material adverse effect on our operations or financial results.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Sarbanes-Oxley Act of 2002 (“SOX”).  These requirements may place a strain on our systems and resources, especially as we grow into other markets and develop our own manufacturing capabilities.  The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition.  SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.  We are currently reviewing and further documenting our internal control procedures.  We expect to devote significant resources to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

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Effective internal controls are necessary for us to provide reliable financial reports.  If we cannot provide reliable financial reports, our business and operating results could be harmed.  Last year, we noted that we (1) lacked sufficient staff with appropriate knowledge, experience, and training in the application of U.S. generally accepted accounting principles (“U.S. GAAP”), and (2) needed improvement in our enterprise risk management system to address enterprise risk and internal policies over enterprise level controls.  Because of these deficiencies in our controls and procedures, we have undertaken the following remedial measures: (1) we have hired an outside consultant to help us improve internal procedures; (2) we have hired a new accountant with significant international auditing and GAAP experience; and (3) we are working with professional advisors to analyze, re-design and remediate key internal controls over financial reporting in order to standardize internal policies and procedures.

Any failure to implement and maintain the improvements in the controls over our financial reporting, or difficulties encountered in the implementation of these improvements in our controls, could cause us to fail to meet our reporting obligations.  Any failure to improve our internal controls to address these identified deficiencies could also cause investors to lose confidence in our reported financial information, which could have a negative impact on the trading price of our stock.

Compliance with rules and regulations concerning corporate governance may be costly, which could harm our business.

We will continue to incur significant legal, accounting and other expenses to comply with regulatory requirements.  SOX, together with rules implemented by the Securities and Exchange Commission (“SEC”), has required and will require us to make changes in our corporate governance, public disclosure and compliance practices.  In addition, we have incurred significant costs and will continue to incur costs in connection with ensuring that we are in compliance with rules promulgated by the SEC regarding internal controls over financial reporting pursuant to Section 404 of SOX.  Compliance with these rules and regulations has increased our legal and financial compliance costs, which have had, and may continue to have, an adverse effect on our profitability.

We generate a significant portion of our revenues from a small number of products, and a reduction in demand for any of these products could materially and adversely affect our financial condition and results of operations.

We derive a substantial percentage of our revenues from a small number of products.  We currently have just five in our portfolio, and we only recently both launched the fifth product, the SGS-I+, and updated our Medical Linear Accelerator, in 2009.  As a result, continued market acceptance and popularity of these products are critical to our success.  A reduction in demand due to, among other factors, the introduction of competing products, the entry of new competitors, or customer dissatisfaction with the quality of our products, could materially and adversely affect our financial condition and results of operations.

If we experience a significant number of warranty claims, our costs could substantially increase and our reputation and brand could suffer.

We typically sell our products with warranty terms covering 12 months after purchase.  Our product warranty requires us to repair all mechanical malfunctions and, if necessary, replace defective components.  If we experience an increase in warranty claims or if our repair and replacement costs associated with warranty claims increase significantly, we may have to accrue a greater liability for potential warranty claims.  Moreover, an increase in the frequency of warranty claims could substantially increase our costs and harm our reputation and brand.  Our business, financial condition, results of operations and prospects may suffer materially if we experience a significant increase in warranty claims on our products.

Products we develop may contain design or manufacturing defects, which could result in reduced demand for our products and services and increased customer claims against us, causing us to sustain additional costs, loss of business reputation and legal liability.

Our products are highly complex and may at times contain design or manufacturing errors or failures.  Any defects in the products we develop, whether caused by a design, manufacturing or component failure or error, may result in claims, delayed shipments to customers or reduced or cancelled customer orders.  If these defects occur, we will incur additional costs, and if they occur in large quantity or frequently, we may sustain additional costs, loss of business reputation and legal liability.

 

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Any product recall could have a material adverse effect on our business, results of operations and financial condition.

Complex medical equipment, such as our radiotherapy systems, can experience performance problems that require review and possible corrective action by the manufacturer.  From time to time, we receive reports from users of our products relating to performance problems they have encountered.  We expect that we will continue to receive customer reports regarding performance problems they encounter through the use of our products.  Furthermore, component failures, manufacturing errors or design defects could result in an unsafe condition or injury to the patient.  Any serious failures or defects could cause us to withdraw or recall products, which could result in significant costs such as repair and product replacement costs.  We cannot assure investors that market withdrawals or product recalls will not occur in the future.  The occurrence of such events could have a material adverse effect on our business, financial condition and results of operations.  We are currently unable to insure against this type of liability in China.

We could become involved in intellectual property disputes, resulting in substantial costs and diversion of our management resources.  Such disputes could materially and adversely affect our business by increasing our expenses and limiting the resources devoted to expansion of our business, even if we ultimately prevail.

We currently possess 29 patents issued in the PRC, one in the U.S. and one in the European Union.  If one of our patents is infringed upon by a third party, we may need to devote significant time and financial resources to attempt to halt the infringement.  We may not be successful in defending the patents involved in such a dispute.  Similarly, while we do not knowingly infringe on patents, copyrights or other intellectual property rights owned by other parties, we may be required to spend a significant amount of time and financial resources to resolve any infringement claims against us.  We may not be successful in defending our position or negotiating an alternative remedy.  Any litigation could result in substantial costs and diversion of our management resources and could reduce our revenues and profits and harm our financial condition.

We also rely on trade secrets, proprietary know-how and other non-patentable technology, which we seek to protect through non-disclosure agreements with employees.  We cannot assure investors that these non-disclosure agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets, proprietary know-how and other non-patentable technology will not otherwise become known to, or be independently developed by, our competitors.

Enforcement of PRC intellectual property-related laws has historically been deficient and ineffective, and is hampered by corruption and local protectionism.  Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries.  Policing unauthorized use of proprietary technology is difficult and expensive, and we might need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and validity of our proprietary rights or those of others.  The experience and capabilities of PRC courts in handling intellectual property litigation varies, and outcomes are unpredictable.  Further, such litigation may require significant expenditure of cash and management efforts and could harm our business, financial condition and results of operations.  An adverse determination in any such litigation will impair our intellectual property rights and may harm our business, prospects and reputation.

We may develop new products that do not gain market acceptance, and the significant costs in designing and manufacturing such product solutions could hurt our profitability and operations.

We operate in an industry characterized by frequent technological advances, the introduction of new products and new design and manufacturing technologies.  We expect to introduce two new products over the next several years.  As a result, we are expending funds and committing resources to research and development activities, possibly requiring additional engineering and other technical personnel; purchasing new design, production, and test equipment; expanding our manufacturing capabilities and continually enhancing design processes and techniques.  Delays in product approval by regulatory authorities could further increase our costs.  We may invest in equipment employing new production techniques for existing products and new equipment in support of new technologies that fail to generate adequate returns on the investment due to insufficient productivity, functionality or market acceptance of the products for which the equipment may be used.  We could, therefore, incur significant costs in design and manufacturing services for new products that do not result in sufficient revenue to make those investments profitable, or in any revenue at all.

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Our limited operating history makes evaluating our business and prospects difficult.

Shenzhen Hyper commenced operations in September 2001, and we installed our first Super Gamma System (“SGS”) in that year and installed our first MLC in March 2007.  Wuhan Kangqiao also commenced operations in September 2001, and we installed our first Body Gamma Treatment System (“BGTS”) in 2003 and our first HGTS in 2004.  As a result, we have a limited operating history which may not provide a meaningful basis for investors to evaluate our business, financial performance and prospects.  We may not have sufficient experience to address the risks frequently encountered by early-stage companies, and as a result we may not be able to:

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maintain profitability;

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preserve what we believe (based solely on management’s knowledge of the industry) is our leading position in the GTS market in China;

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acquire and retain customers;

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attract, train, motivate and retain qualified personnel;

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keep up with evolving industry standards and market developments;

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increase the market awareness of our products;

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respond to competitive market conditions;

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maintain adequate control of our expenses;

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manage our relationships with our suppliers and hospital equipment investors; or

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protect our proprietary technologies.

If we are unsuccessful in addressing any of these risks, our business may be materially and adversely affected.

Our component and materials suppliers may fail to meet our needs and quality standards, causing us to experience outsourced manufacturing delays, which may harm our relationships with current or prospective customers and reduce sales.

We acquire the components of our equipment from third parties.  This exposes us to supply risk and to price increases that we may not be able to pass on to our customers.  There may be shortages of some of the materials and components that we use.  If we are unable to obtain sufficient amounts of components or materials on a timely and cost effective basis, we may experience outsourced manufacturing delays, which could harm our relationships with current or prospective customers and reduce sales.

We are subject to product liability exposure and have no product liability insurance coverage.

As our main products are medical equipment used for the treatment of patients, we are exposed to potential product liability claims in the event that the use of our products causes or is alleged to have caused personal injuries or other adverse effects.  A successful product liability claim against us could require us to pay substantial damages.  Product liability claims, whether or not successful, are often costly and time-consuming to defend.  Also, in the event that our products prove to be defective, we may be required to recall or redesign such products.  As the insurance industry in China is still in an early stage of development, we do not have any product liability insurance.  A product liability claim, with or without merit, could result in significant adverse publicity against us, and could have a material adverse effect on the marketability of our products and our reputation, which in turn, could have a material adverse effect on our business, financial condition and results of operations.  In addition, we do not have any business interruption insurance coverage for our operations.  Any business disruption or natural disaster could result in substantial costs and diversion of resources.

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New product development in the medical equipment and supply industry is both costly and labor-intensive and has a very low rate of successful commercialization.

Our success will depend in part on our ability to enhance our existing products and technologies and to develop and acquire new products or technologies.  The development process for medical technology is complex and uncertain, as well as time-consuming and costly.  Product development requires the accurate assessment of technological and market trends as well as precise technological execution.  We cannot assure investors that:

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our product or technology development will be successfully completed;

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necessary regulatory clearances or approvals will be granted by the SFDA or other regulatory bodies as required on a timely basis, or at all; or

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any product or technology we develop can be commercialized or will achieve market acceptance.

Also, we may be unable to develop suitable products or technologies or to acquire such products or technologies on commercially reasonable terms.  Failure to develop or acquire, obtain necessary regulatory clearances or approvals for, or successfully commercialize or market potential new products or technologies could have a material adverse effect on our financial condition and results of operations.

Potential strategic alliances may not achieve their objectives, which could lead to wasted effort or involvement in ventures that are not profitable and could harm our company’s reputation.

We are currently exploring strategic alliances intended to enhance or complement our technology, to provide additional know-how, components or supplies, and to introduce and distribute products and services utilizing our technology and know-how.  Any strategic alliances entered into may not achieve their strategic objectives, and parties to our strategic alliances may not perform as contemplated.  As a result, the alliances themselves may run at a loss, which would reduce our profitability, and if the products or customer service provided by such alliances were of inferior quality, our reputation in the marketplace could be harmed, affecting our existing and future customer relationships.

We may not be able to retain, recruit and train adequate management and production personnel.  We rely heavily on those personnel to help develop and execute our business plans and strategies, and if we lose such personnel, it would reduce our ability to operate effectively.

Our success is dependent, to a large extent, on our ability to retain the services of our executive management, who have contributed to our growth and expansion to date.  Our Chairman, Mr. Hui Xiaobing, has been, and will continue to be, instrumental to our success.  In addition, the executive directors play an important role in our operations and the development of our new products.  Accordingly, the loss of their services, without suitable replacements, will have an adverse effect on our business generally, operating results and future prospects.

In addition, our continued operations are dependent upon our ability to identify and recruit adequate management and production personnel in China.  We require trained graduates of varying levels and experience and a flexible work force of semi-skilled operators.  Many of our current employees come from the more remote regions of China as they are attracted by the wage differential and prospects afforded by Shenzhen, Beijing and our operations.  With the economic growth currently being experienced in China, competition for qualified personnel will be substantial, and there can be no guarantee that a favorable employment climate will continue and that wage rates we must offer to attract qualified personnel will enable us to remain competitive.  The inability to attract such personnel or the increased cost of doing so could reduce our competitive advantage relative to our competitors, reducing or eliminating our growth in revenues and profits.

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Risks Related to our Activities in China

The Chinese legal system may have inherent uncertainties that could materially and adversely impact our ability to enforce the agreements governing our operations.

We are subject to oversight at the provincial and local levels of government in China.  Our operations and prospects would be materially and adversely affected by the failure of the local government to honor our agreements or an adverse change in the laws governing them.  In the event of a dispute, enforcement of these agreements could be difficult in China.  China tends to issue legislation, which is followed by implementing regulations, interpretations and guidelines that can render immediate compliance difficult.  Similarly, on occasion, conflicts arise between national legislation and implementation by the provinces that take time to reconcile.  These factors can present difficulties in our ability to achieve compliance.  Unlike the United States, China has a civil law system based on written statutes in which judicial decisions have limited precedential value.  The Chinese government has enacted laws and regulations to deal with economic matters such as corporate organization and governance, foreign investment, commerce, taxation and trade.  However, our experience in interpreting and enforcing our rights under these laws and regulations is limited, and our future ability to enforce commercial claims or to resolve commercial disputes in China is therefore unpredictable.  These matters may be subject to the exercise of considerable discretion by agencies of the Chinese government, and forces and factors unrelated to the legal merits of a particular matter or dispute may influence their determination.

It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets based in China.

Substantially all of our assets are located outside of the United States and most of our officers and directors reside outside of the United States.  As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws of the United States.  Moreover, we have been advised that the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States.  Further, it is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties of the Federal securities laws of the United States.

We may have difficulty establishing adequate management, legal and financial controls in the PRC, which could impair our planning processes and make it difficult to provide accurate reports of our operating results.

The PRC historically has not followed Western style management and financial reporting concepts and practices, and access to modern banking, computer and other control systems has been limited.  We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC in these areas.  As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards, making it difficult for management to forecast its needs and to present the results of our operations accurately at all times.

Our management may fail to meet the obligations under Chinese law that enable the distribution of profits earned in the PRC to entities outside of the PRC.

A circular promulgated by the State Administration for Foreign Exchange (“SAFE”), which is the PRC governmental body that regulates the conversion of RMB into foreign currencies, has increased the ability of foreign holding companies to receive distributions of profits earned by Chinese operating subsidiaries.  We qualify for this treatment, but remaining qualified for it will require the Chinese principals involved in our business to meet annual filing obligations.  While they have agreed to meet those annual requirements, it is possible that they will fail to do so, which could limit our ability to gain access to the profits earned by Allied Moral.  The result could be the inability to pay dividends to our stockholders or to deploy capital outside of the PRC in a manner that would be beneficial to our business as a whole.

The Chinese government could change its policies toward, or even nationalize, private enterprise, which could leave us unable to use the assets we have accumulated for the purpose of generating profits for the benefit of our stockholders.

Over the past several years, the Chinese government has pursued economic reform policies, including the encouragement of private economic activities and decentralization of economic regulation.  The Chinese government may not continue to pursue these policies or may significantly alter them to our detriment without notice.  Changes in policies by the Chinese government that result in a change of laws, regulations, their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion or imports and sources of supply could materially reduce the value of our business by making us uncompetitive or, for example, by reducing our after-tax profits.  The nationalization or other expropriation of private enterprises by the Chinese government could result in the total loss of our investment in China, where a significant portion of our profits are generated.

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National, provincial and local governments have established many regulations governing our business operations.

We are also subject to numerous national, provincial and local governmental regulations, including environmental, labor, waste management, health and safety matters and product specifications and regulatory approvals from healthcare agencies.  We are subject to laws and regulations governing our relationship with our employees including: wage requirements, limitations on hours worked, working and safety conditions, citizenship requirements, work permits and travel restrictions.  These local labor laws and regulations may require substantial resources for compliance.  We are subject to significant government regulation with regard to property ownership and use in connection with our facilities in the PRC, import restrictions, currency restrictions and restrictions on the volume of domestic sales and other areas of regulation.  These regulations can limit our ability to react to market pressures in a timely or effective way, thus causing us to lose business or miss opportunities to expand our business.

Risks Related to International Operations

We currently conduct most of our business in the PRC.  However, we have plans to expand internationally, and the rate and degree of that expansion could be substantial.  For that reason, risks related to international operations may be relevant to an investment decision.

The failure of China to continue its policy of economic reforms could, among other things, result in an increase in tariffs and trade restrictions on our products, making our products less attractive in international markets and potentially reducing our future revenues and profits.

China’s government has been reforming its economic system since the late 1970s.  The economy of China has historically been a nationalistic, “planned economy,” meaning it has functioned according to governmental plans and pre-set targets or quotas.

However, in recent years, the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform and the reduction of state ownership in business enterprises.  Although we believe that the changes adopted by the government of China have had a positive effect on the economic development of China, additional changes still need to be made.  For example, a substantial portion of productive assets in China are still owned by the Chinese government.  Additionally, the government continues to play a significant role in regulating industrial development.  We cannot predict the timing or extent of any future economic reforms that may be proposed, but should they occur, they could reduce our operating flexibility or require us to divert our efforts to products or ventures that are less profitable than those we would elect to pursue on our own.

A recent positive economic change has been China’s entry into the World Trade Organization, the global international organization dealing with the rules of trade between nations.  It is believed that China’s entry will ultimately result in a reduction of tariffs for industrial products, a reduction in trade restrictions and an increase in trading with the United States and other western countries.  However, China has not fully complied with all of its WTO obligations to date, including fully opening its markets to American goods and easing the current trade imbalance between the two countries.  If actions are not taken to rectify these problems, trade relations between the United States and China may be strained, and this may have a negative impact on China’s economy and our business by leading to the imposition of trade barriers on items that incorporate our products, which would reduce the revenues and profits we might otherwise generate from international sales.

In order to market our products internationally, we will be required to obtain relevant regulatory approvals for our products in the countries in which we intend to sell.

Our products will be subject to review by governmental agencies prior to being eligible for sale in new markets.  We lack the expertise to navigate such approval processes outside of China and we will be required to rely on our distributors and advisors to obtain such approvals.  We will have very little influence over their activities.  The failure of our partners to obtain and maintain required approvals will limit our ability to sell our products internationally and harm our prospects for future revenues and profitability.

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International expansion may be costly, time consuming and difficult.  If we do not successfully expand internationally, our profitability and prospects would be materially and adversely affected.

Our success depends to a significant degree upon our ability to expand into international markets.  In expanding our business internationally, we intend to enter markets in which we have limited or no experience and in which our brand is not recognized.  To promote our brand and generate demand for our products so as to attract distributors in international markets, we expect to spend significantly more on marketing and promotion than we do in our existing markets.  We may be unable to attract a sufficient number of distributors, and our selected distributors may not be suitable for selling our products.  Furthermore, in new markets we may fail to anticipate competitive conditions that are different from those in China.  These competitive conditions may make it difficult or impossible for us to effectively operate in these markets.  If our expansion efforts in existing and new markets are unsuccessful, our profitability and prospects would be materially and adversely affected.

As we begin to do business internationally, we will be subject to significant worldwide political, economic, legal and other uncertainties.

Today, substantially all of our assets are located in the PRC.  As we begin selling our products to customers worldwide, we will have receivables from, and goods in transit, to those locations.

In addition, international operations will expose us to other risks, including:

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political instability;

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economic instability and recessions;

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changes in tariffs;

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difficulties of administering foreign operations generally;

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limited protection for intellectual property rights;

·

obligations to comply with a wide variety of foreign laws and other regulatory requirements;

·

increased risk of exposure to terrorist activities;

·

reliance on our international distributors for compliance with foreign regulatory approvals and sales;

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export license requirements;

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unauthorized re-export of our products;

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potentially adverse tax consequences; and

·

the inability to effectively enforce contractual or legal rights.

The additional risks and costs of our intended international expansion could harm our profitability and financial condition.

Fluctuation of the Renminbi could make our pricing less attractive, causing us to lose sales, or could reduce our profitability when stated in terms of another currency, such as the U.S. dollar.

The value of the Renminbi, or RMB, the main currency used in China, fluctuates and is affected by, among other things, changes in the PRC’s political and economic conditions.  The conversion of RMB into foreign currencies such as the U.S. dollar has been generally based on rates set by the People’s Bank of China, which are set daily based on the previous day’s interbank foreign exchange market rates and current exchange rates on the world financial markets.  The official exchange rate had remained stable over the past several years.  However, the PRC recently adopted a floating rate with respect to the RMB.  As a result, the average monthly  exchange rate of the RMB to the U.S. dollar was about RMB $6.8303 to one U.S. dollar for the year ended December 31, 2009 as compared to an average of approximately RMB $6.9351 during 2008.  This floating exchange rate, and any appreciation of the RMB that may result from such rate, could have various effects on our international business, which include making our products more expensive relative to those of our competitors.  It is not possible to predict if the net effects of the appreciation of the RMB, to whatever extent it occurs, would be positive or negative for our business.

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Changes in foreign exchange regulations in China may affect our ability to pay dividends in foreign currency or conduct other business for which we would need access to foreign currency exchange.

The Renminbi is not currently a freely convertible currency, and the restrictions on currency exchanges may limit our ability to use revenues generated in RMB to fund business activities outside the PRC or to make dividends or other payments in United States dollars.  The Chinese government strictly regulates conversion of RMB into foreign currencies.  For example, RMB cannot be converted into foreign currencies for the purpose of expatriating the foreign currency, except for purposes such as payment of debts lawfully owed to parties outside of the PRC.  Over the years, foreign exchange regulations in the PRC have significantly reduced the government’s control over routine foreign exchange transactions under current accounts.

We cannot provide any assurance that Chinese regulatory authorities will not impose further restrictions on the convertibility of the RMB.  Since one of our PRC subsidiaries currently generates virtually all of our revenues and these revenues are denominated mainly in RMB, any future restrictions on currency exchanges may limit our ability to repatriate such revenues for the distribution of dividends to our stockholders or for funding our other business activities outside the PRC.

We are subject to various tax regimes, which may adversely affect our profitability and tax liabilities in the future.

Huiheng is incorporated in the U.S. and has subsidiaries and other operations in the PRC and the British Virgin Islands.  We are subject to the tax regimes of these countries.  Although virtually all of Huiheng’s profits will be earned outside of the U.S., under U.S. tax laws Huiheng’s earnings generally will be subject to U.S. taxation, because U.S. companies are generally taxed on their world-wide income.  This may be true even if Huiheng does not repatriate any of its foreign earnings to the U.S.  For certain types of income (generally, income from an active trade or business), U.S. companies are not required to pay tax on that income until they repatriate those earnings to the U.S. (such as for use in paying dividends or repurchasing shares).  As a result, repatriation of earnings would trigger more immediate tax obligations.  As a result of the imposition of U.S. taxes, Huiheng’s after-tax profits could decrease and could be below the level that would have been obtained if Huiheng were incorporated outside the U.S.  The amount of taxes payable in the U.S. generally depends on the profitability of our various operations and the application of available tax credits and tax treaties.  We are not currently receiving the benefit of any U.S. tax credit, and we are not currently conducting a material amount of business in a country with an advantageous tax treaty.  Since the effect of tax credits and tax treaties depends on the profitability of operations in various jurisdictions, the amount of our tax will vary over time as we change the geographic scope of our activities.  However, for the near term we expect that our total tax rate will be significantly influenced by the taxes we pay in China, so that our total tax obligation might decrease as a result of favorable tax treatment in China even though we were subject to additional U.S. taxes.  In the future, Huiheng may pay significantly higher taxes than we have paid historically.  In addition, any change in tax laws and regulations or the interpretation or application thereof, either internally in one of those jurisdictions or as between those jurisdictions, may adversely affect Huiheng’s profitability and tax liabilities in the future.

Because Chinese law will govern almost all of our material agreements, we may not be able to enforce our legal rights internationally, which could result in a significant loss of business, business opportunities, or capital.

Chinese law will govern almost all of our material agreements.  We cannot assure investors that we will be able to enforce any of our material agreements or that remedies will be available outside of the PRC.  The system of laws and the enforcement of existing laws in the PRC may not be as certain in implementation and interpretation as in the United States.  The Chinese judiciary is relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation.  The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

Imposition of trade barriers and taxes may reduce our ability to do business internationally, and the resulting loss of revenue could harm our profitability.

We may experience barriers to conducting business and trade in our targeted emerging markets in the form of delayed customs clearances, customs duties and tariffs.  In addition, we may be subject to repatriation taxes levied upon the exchange of income from local currency into foreign currency, substantial taxes of profits, revenues, assets and payroll, as well as value-added tax.  Further obstacles still may arise in obtaining the approval for the use of our equipment in the health care systems of various countries.  The markets in which we plan to operate may impose onerous and unpredictable duties, tariffs and taxes on our business and products, and there can be no assurance that this will not reduce the level of sales that we achieve in such markets, which would reduce our revenues and profits.

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The PRC has agreed that foreign companies will be allowed to import most products into any part of the PRC.  In the sensitive area of intellectual property rights, the PRC has agreed to implement the trade-related intellectual property agreement of the Uruguay Round.  There can be no assurances that the PRC will implement any or all of the requirements of its membership in the World Trade Organization in a timely manner, if at all.  If the PRC does not fulfill its obligations to the World Trade Organization, we may be subject to retaliatory actions by the governments of the countries into which we sell our products, which could render our products less attractive, thus reducing our revenues and profits.

Risks Related to our Securities

The market price of our shares is subject to significant price and volume fluctuations.

The price of our common shares may be subject to wide fluctuations due to variations in our operating results, news announcements, our limited trading volume, general market trends both domestically and internationally, currency movements, sales of common shares by our officers, directors and our principal stockholders, and sales of common shares by existing investors.  Certain events, such as the issuance of common shares upon the exercise of our outstanding stock options, could also materially and adversely affect the prevailing market price of our common shares.  Further, the stock markets in general have recently experienced extreme price and volume fluctuations that have affected the market prices of equity securities of many companies and that have been unrelated or disproportionate to the operating performance of such companies.  In addition, a change in sentiment by U.S. investors for China-based companies could have a negative impact on the stock price.  These fluctuations may materially and adversely affect the market price of our common shares and the ability to resell shares at or above the price paid, or at any price.

One of our stockholders, which is controlled by our Chief Executive Officer, currently owns approximately 85% of our common stock and has the ability to prevent certain types of corporate actions, to the detriment of other stockholders.

Clear Honest International Limited, a company controlled by Mr. Hui Xiaobing (our Chief Executive Officer) owns 11,750,000 shares of our common stock, which represents approximately 84% of our outstanding shares of common stock.  Mr. Hui is able to exercise significant influence over all matters requiring stockholder approval, including the election of a majority of the directors and determination of significant corporate actions.  This ownership percentage and level of influence will increase if the earnout shares are issued.  If all 928,575 of the earnout shares are issued as additional consideration under the Allied Moral share exchange (which would occur from 2009 through 2011) and assuming that there are no other issuances of shares, Clear Honest would own approximately 86% of our issued and outstanding common stock.  This concentration of ownership could also have the effect of delaying or preventing a change in control that could otherwise be beneficial to our stockholders.

Future sales of our common stock may depress our stock price.

The 13,935,290 shares of common stock outstanding, and an additional 2,315,785 shares of common stock issuable upon conversion of our Series A Preferred Stock, will be available for sale in the public market at various times after we register our stock under the Securities Exchange Act.  If our stockholders sell substantial amounts of shares in the public market, or if the market perceives that these sales may occur, the market price of our common stock may decline.

Our Articles of Incorporation authorize our board of directors to issue new series of preferred stock that may have the effect of delaying or preventing a change of control, which could adversely affect the value of your shares.

Our articles of incorporation provide that our board of directors will be authorized to issue from time to time, without further stockholder approval, up to 700,000 additional shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, rights of redemption, including sinking fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of any series.  Such shares of preferred stock could have preferences over our common stock with respect to dividends and liquidation rights.  We may issue additional preferred stock in ways which may delay, defer or prevent a change of control of our company without further action by our stockholders.  Such shares of preferred stock may be issued with voting rights that may adversely affect the voting power of the holders of our common stock by increasing the number of outstanding shares having voting rights, and by the creation of class or series voting rights.

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Our common stock has been thinly traded and we cannot predict the extent to which a trading market will develop.

Our common stock is quoted on the Over-the-Counter Bulletin Board.  Our common stock is thinly traded compared to larger, more widely known companies.  Thinly traded common stock can be more volatile than common stock trading in an active public market.  We cannot predict the extent to which an active public market for our common stock will develop or be sustained.

We do not expect to pay dividends.

We expect to apply our future earnings, if any, toward the further expansion and development of our business.  The likelihood of paying dividends is further reduced by the fact that, in order to pay dividends, we would need to repatriate profits earned outside of the U.S., and in doing so those profits generally would become subject to U.S. taxation.  Thus, the liquidity of an investment in our Company is dependent upon the investor’s ability to sell their shares at an acceptable price, rather than receiving an income stream from their investment.  The price of our stock may decline and fluctuations in market price coupled with limited trading volume in our shares may limit your ability to realize any value from your investment, including recovering the initial purchase price.

 

Item 1B.  Unresolved Staff Comments.

 

Not applicable.

Item 2.     Properties.

We currently operate our business out of two properties located in the PRC.  Wuhan Kangqiao is headquartered in Wuhan, China where it owns a 287 square meter office building that houses management, research and development personnel, marketing, finance and administrative support staff.

Shenzhen Hyper is headquartered in Shenzhen, China, where it leases office space of 4,000 square meters, with a monthly rental of RMB $160,000 (USD 23,452) per month.  The property houses management, research and development personnel, marketing, finance and administrative support staff.  The lease will expire at the end of December 2027.  We relocated to this space at the beginning of 2008.

Neither facility contains equipment or specialized improvements that would be difficult to move to a new location.  If we decided to relocate, we believe that there are many facilities in these locations that would be suitable for our needs.

Item 3.     Legal Proceedings.

As previously disclosed, on July 30, 2009, DLA Piper LLP (“DLA”) brought suit against us in the District Court of Clark County, Nevada, alleging that we failed to pay $233,645.47 due under the terms of our contract for legal services with DLA.  On December 18, 2009, we reached an agreement with DLA to settle all legal fees and costs incurred by DLA and its member firms and to dismiss the lawsuit.

As previously reported, on October 29, 2009, Harborview Master Fund, LP, Diverse Trading, Ltd., and Monarch Capital Fund (the “Plaintiffs”) brought suit against us and several other defendants in the Supreme Court of the State of New York, County of New York, alleging that we, in addition to the other defendants, made fraudulent misrepresentations and omissions to the Plaintiffs which caused the Plaintiffs to invest in the Company in 2007 (the “Lawsuit”).  On January 7, 2010, we, along with several other defendants (the “Settling Parties”), without any admission of liability, reached a settlement agreement (“Settlement”) with the Plaintiffs to settle the Lawsuit.  Pursuant to the Settlement, the Settling Parties, individually and not jointly, agreed to purchase a certain number of the issuer’s shares (“Shares”) held by the Plaintiffs (“Purchase Obligation”) in exchange for the dismissal of the Lawsuit and mutual releases.  In connection with the Settlement, our portion of the Purchase Obligation was assigned to an investor introduced by Mr. Hui Xiaobing, our Chairman (the “Assignee”).  The Assignee is not an affiliate of ours and is purchasing the Shares for his own account and without compensation from us or our affiliates.  As such, our only expense under the Settlement is our attorneys’ fees.

 

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market for Registrant’s Common Equity

Our common stock is currently listed for trading in the Over-the-Counter Bulletin Board maintained by the Financial Industry Regulatory Authority (“FINRA”) under the Symbol: “HHGM.”  The table below lists the high and low closing prices per share of our common stock for each quarterly period during the past two fiscal years as quoted on the Over-the-Counter Bulletin Board.  

Fiscal 2008		High				Low
First Quarter		$	10.00			$	7.20
Second Quarter		$	9.00			$	5.00
Third Quarter		$	13.10			$	6.75
Fourth Quarter		$	13.10			$	6.75

Fiscal 2009		High				Low
First Quarter		$	5.50			$	1.00
Second Quarter		$	1.95			$	0.30
Third Quarter		$	2.00			$	0.50
Fourth Quarter		$	3.00			$	1.00

Trading in our common stock has been sporadic and the quotations set forth above are not necessarily indicative of actual market conditions.  All prices reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily reflect actual transactions.

Holders

At March 31, 2010 there were 13,935,290 shares of common stock issued and outstanding that were held by approximately 38 shareholders of record.  

Dividends

The Company has not declared any cash dividends in the two most recent fiscal years.  We have no intention of issuing cash dividends in the foreseeable future.

China’s SAFE and Foreign Acquisition Regulation – All of our business is conducted through our subsidiaries based in China.  Renminbi, or RMB, is not a freely convertible currency currently, and the restrictions on currency exchanges may limit our ability to make dividends or other payments in United States dollars.  However, in accordance with the existing foreign exchange regulations in China, Allied Moral is able to pay dividends in foreign currencies, without prior approval from the SAFE, by complying with certain procedural requirements.  The current foreign exchange measures may be changed in a way that will make payment of dividends and other distributions outside of China more difficult or unlawful.  As a result, if we intend to distribute profits outside of China, we may not be able to obtain sufficient foreign exchange to do so.  Additionally, China regulatory authorities may impose further restrictions on the convertibility of the RMB.  Since our subsidiaries in China, both direct and indirect, generate virtually all of our revenue, and these revenues are currently denominated in RMB, any future restrictions on currency exchanges may limit our ability to repatriate such revenues for the distribution of dividends to our stockholders.

 

SAFE regulates the conversion of the RMB into foreign currencies.  Currently, Foreign Invested Enterprises (“FIE”) are required to apply for “Foreign Exchange Registration Certificates,” which permit the conversion of RMB into foreign exchange for the purpose of expatriating profits earned in the PRC to a foreign country.  Our PRC subsidiary, Changdu Huiheng, is a FIE that has obtained the registration certifications, and with such registration certifications, which need to be renewed annually, Changdu Huiheng is allowed to open foreign currency accounts including a “current account” and “capital account.”  Currently, conversion within the scope of the “current account,” such as remittance of foreign currencies for payment of dividends, can be effected without the approval of SAFE.  However, conversion of currency in the “capital account,” for capital items such as direct investments, loans, and securities, still requires the approval of SAFE.  In accordance with the existing foreign exchange regulations in the PRC, Changdu Huiheng is able to pay dividends in foreign currencies, without prior approval from SAFE, by complying with certain procedural requirements.

 

 

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SAFE regulations have required extensive documentation and reporting, some of which was burdensome and slowed payments.  If there is a return to burdensome payment restrictions and reporting, the ability of a company with its principal operations in China to attract investors will be reduced.  Also, current investors may not be able to obtain the profits of the business in which they own for other reasons.  Relevant Chinese law and regulation permit payment of dividends only from retained earnings, if any, determined in accordance with Chinese accounting standards and regulations.  It is possible that Chinese tax authorities may require changes in our reported income that would limit our ability to pay dividends and other distributions.  Chinese law requires companies to set aside a portion of net income to fund certain reserves, which amounts are distributable as dividends.  These rules and possible changes could restrict a company in China from repatriating funds to us and our stockholders as dividends.

In addition, on October 21, 2005, SAFE promulgated Notice 75, Notice on Issues concerning Foreign Exchange Management in People’s Republic of the PRC Residents’ Financing and Return investments through Offshore Special Purpose Vehicle (“OSPV”).  Notice 75 provides that Chinese residents shall apply for foreign investment exchange registration before establishing or controlling an OSPV, which is defined by Notice 75 as a foreign enterprise directly established or indirectly controlled by Chinese residents for foreign equity capital financing with their domestic enterprise assets and interests.  Notice 75 further requires that an amendment to the registration of these Chinese residents be made upon the occurrence of any of the following: (i) when any of these Chinese residents contributes equity interests or assets of a Chinese company to the OSPV, (ii) when the OSPV completes an offshore equity financing, or (iii) when there is a material change involving a change in the capital of the OSPV, such as any increase or decrease in its capital, a share swap, a merger or division, or the creation of any security interests over the relevant assets located in China.  Pursuant to Notice 75, Chinese residents are prohibited, among other things, from distributing profits or proceeds from a liquidation, paying bonuses, or transferring shares of the OSPV outside of the PRC if Chinese residents have not completed or do not maintain the foreign investment exchange registration.

Hui Xiaobing, our principal executive officer and director, has filed the requisite application for foreign investment exchange registration under the relevant laws of the PRC and the regulations of Notice 75, and his registration application has been approved by SAFE.  His foreign investment exchange registration is valid, legal and effective for the purpose of Notice 75.

Securities authorized for issuance under equity compensation plans

On June 6, 2009, the Board of Directors and the shareholders of the Company approved the Huiheng Medical, Inc. 2009 Share Plan (the “Plan”), under which employees and directors of the Company are eligible to receive direct awards of shares or grants of stock options (either Incentive Stock Options or Nonstatutory Stock Options, as determined by the administrator of the Plan at the time of grant).  The Plan replaces the Company’s 2007 Share Plan which expired under its terms since the 2007 Share Plan was never approved by the Company’s shareholders.  Under the Plan, 1,566,666 shares have been reserved, which is the same number of shares that was reserved under the Company’s 2007 Share Plan.  No awards were ever issued under the 2007 Share Plan prior to its expiration.  The following equity compensation table summarizes the foregoing:

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights   (a)				Weighted-average exercise price of outstanding options, warrants and rights   (b)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))   (c)
Equity compensation plans approved by security holders			30,000			$	5.00				1,536,666
Equity compensation plans not approved by security holders			-				-				-
Total			30,000			$	5.00				1,536,666

 

 

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Issuance of Unregistered Shares

During fiscal year ended December 31, 2009, we granted options to purchase an aggregate of 30,000 shares of common stock to one of our directors under the Plan at an exercise price of $5.00 per share for an aggregate purchase price of $150,000. The options were issued under exemptions from registration pursuant to Regulation D of the Securities Act of 1933, as amended (“1933 Act”).

Item 6.  Selected Financial Data.

Not applicable.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties.  Actual results may differ substantially from those referred to herein due to a number of factors, including but not limited to risks described in the section entitled Risks Related to Our Business and elsewhere in this Annual Report.

 

OVERVIEW

We are a China-based medical equipment company that develops, designs and markets radiation therapy systems used for the treatment of cancer.  We currently have five products: the Super Gamma System (“SGS”), the Body Gamma Treatment System (“BGTS”), OPEN Stereotactic Gamma-ray Radiotherapy System, the Head Gamma Treatment System (“HGTS”) and a multileaf collimator device (“MLC”) used in conjunction with a linear accelerator.

In 2005, the ownership interests of Shenzhen Hyper, Wuhan Kangqiao and Beijing Kbeta were reorganized under Changdu Huiheng.  Upon the completion of the reorganization, Changdu Huiheng owned 75% of the equity interest in Shenzhen Hyper, 100% of the equity interest of Wuhan Kangqiao and 50% of the equity interest of Beijing Kbeta.

In 2006, we established Allied Moral Holdings, Ltd. in the British Virgin Islands as a holding company and Allied Moral acquired 100% of the ownership interests of Changdu Huiheng as part of an ownership restructuring to facilitate investments by foreign investors.  As discussed below in “Business - Huiheng Medical’s Background,” the stockholders of Allied Moral engaged in a share exchange transaction with our company in May 2007.

Our company is led by Mr. Hui Xiaobing, a pioneer in the GTS industry in the PRC.  Through his experience and relationships, Mr. Hui maintains access to China’s hospitals and our company’s principal customers.  As a result of his leadership, we have successfully developed a strong sales and marketing force, which covers the entire country and maintains relationships with China’s top medical institutions.

Our expansion plans include broadening our product offering.  Our research and development team is focused on developing and producing technologically advanced radiotherapy and GTS products.  We currently have 29 patents issued in the PRC, one patent in the U.S., one patent in the European Union, and additional patent applications pending.  Our SGS, BGTS and GTS products are approved for use in China by the State Food and Drug Administration (“SFDA”), an agency of the Ministry of Healthcare of the PRC.

Our future research and development efforts will focus on developing an advanced magnetic resonance imaging (“MRI”) device and an industrial linear accelerator (“LINAC”) unit used for, among other things, preserving food through irradiation.  We will pursue these projects pending the availability of funds for future research and development.

We currently sell our products primarily to a small number of hospital equipment investors in China, who install our systems in hospitals or clinics.  We also offer comprehensive post-sales services for our medical equipment to our customers.  The service contracts are negotiated and signed independently and separately from the sales of medical equipment.  Our post-sales services include radioactive cobalt source replacement and disposal, medical expert training, clinical trial analysis, patient tumor treatment analysis, product maintenance, software upgrades, and consulting.

Many of the key research and development personnel who developed our products are currently employed by our company.

We will continue to pursue relationships with foreign medical equipment technology leaders to provide high quality, low cost manufacturing services and China-based distribution for their products.

 

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Our Operating Subsidiaries

Shenzhen Hyper.  Shenzhen Hyper was established in September of 2001 as a domestic Chinese company based in Shenzhen, China.  From inception, it has been engaged in designing, developing and servicing radiotherapy medical equipment used for the treatment of cancerous tumors for customers throughout China.  Shenzhen Hyper developed the SGS, our most advanced and versatile technology, in 2001.  The SGS is a radiotherapy device that uses gamma radiation to non-invasively treat tumors located in the head and the body and to treat certain functional disorders of the head and neck areas.  It utilizes stereotactic, or three-dimensional imaging, principles to enhance the accuracy of the targeting of the radiation beams.  Shenzhen Hyper has also developed a MLC device that is used in conjunction with a LINAC to provide conformal shaping of radiotherapy treatment beams, which increases the precision of the beam and reduces the damage caused to surrounding tissues.  We are currently developing our own LINAC with which we will integrate our MLC.

Shenzhen Hyper is currently working on the development of additional radiotherapy and diagnostic equipment that will be sold in China and abroad, including the next-generation SGS unit, capable of treating cancerous tumors in the head and body by advanced radiotherapy functions.

Wuhan Kangqiao.  Wuhan Kangqiao was established in September of 2001 as a domestic Chinese company based in Wuhan, China.  From inception, it has been engaged in designing, developing and servicing radiotherapy medical equipment for customers throughout China.  Wuhan Kangqiao developed the BGTS in 2003 and the HGTS in 2004 and currently designs, markets and services these products.  The BGTS is a stereotactic radiotherapy device that uses gamma sourced radiation to non-invasively treat tumors located in the body.  The HGTS is a stereotactic radiotherapy device that uses gamma sourced radiation to non-invasively treat tumors in the head and to treat other functional disorders of the head and neck area.

Beijing Kbeta.  Beijing Kbeta was established in December 2004 and supplies the Cobalt-60 radioactive material used as the radioactive source in the SGS, BGTS and HGTS.

PRICING

Treatment fees for radiotherapy are set by provincial governments in China, a factor we consider when pricing our systems.  To gain market penetration, we price our radiotherapy treatment systems at levels that we believe offer attractive economic returns to our customers, taking into account the prices of competing products in the market.  We believe that our products offer quality features at a competitive price in China.

If the provincial governments in China reduce the treatment fee rates for radiotherapy, some hospitals and hospital equipment investors may be discouraged from purchasing our products, which would reduce our sales.  In that event, we may need to decrease the price of our systems to provide our customers acceptable returns on their purchases.  We cannot assure you that our business, financial condition and results of operations will not be adversely affected by any reduction in treatment fees for radiotherapy in the future.

Under existing regulations, we are permitted to install a limited number of units, and to be reimbursed for the equipment and installation costs, prior to the receipt of the regulatory registration for that equipment.  Those installations frequently are used to conduct clinical trials or for other research purposes.  Our installations of the HGTS units and the MLC units have been made under this exemption.  While those limited installations are not considered “sales” or commercial distribution for regulatory purposes, they do result in revenues to us as a result of the cost reimbursements.  However, this cost reimbursement is below the price at which we intend to sell our products following regulatory approval.

REVENUES

We primarily derive our revenues from selling our products to third party hospital equipment investors and from selling service contracts to the buyers of our products.

Our revenues are net of Value Added Tax (“VAT”), but include VAT refunds on the sales of self-developed software embedded in our medical equipment products.  In addition, our revenues include regional VAT and Business tax subsidies.

 

 

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The sales price of our devices includes basic training and installation services.  These services are ancillary to the purchase of medical equipment by our customers and are normally considered by the customers to be an integral part of the acquired equipment.  As the delivered items (training and installation services) do not have determinable fair values, revenues for the entire arrangement is recognized upon customer acceptance, which occurs after delivery and installation.

Our revenues, growth and results of operations depend on many factors, including the level of acceptance of our products among doctors, hospitals and patients and our ability to maintain prices for our products at levels that provide favorable margins.  The level of acceptance among doctors, hospitals and patients is influenced by the performance and pricing of our products, our ability to educate the medical community about our products, our relationships with hospitals and hospital equipment investors, government reimbursement levels as well as other factors.

Our sales have historically been achieved on a unit-by-unit basis.  We expect that in any given period a relatively small, and changing, number of third party investors will continue to account for a significant portion of our revenues.  For the fiscal year ended December 31, 2006, sales to our top three customers (all of whom were hospital equipment investors) accounted for 89% of our revenues.  For the year ended December 31, 2007, two customers (both of whom were hospital equipment investors) accounted for 76% of our revenues.  For the year ended December 31, 2008, three customers accounted for 84% of our revenues. For the year ended December 31, 2009, three customers accounted for 90% of our revenues.

We extend credit to our customers and often do not collect outstanding receivables on a timely basis.  The contracts covering the sale of our products provide for the customer to make a deposit at the time that the order is placed and to make progress payments at various stages of the manufacturing, shipping, installation and testing process, typically with the final 10% payment due 12 months after the customer accepts the product as meeting the specifications.  However, in the PRC we have rarely collected payments under those stated terms and our customers have historically made most of their payments following the installation of our units.  Our largest customer had an outstanding accounts receivable balance of $10.5 million as of December 31, 2009.  The delay in receipt of customer payments places pressure on our working capital requirements.  Legal action is available, but the time it takes and the outcome of any litigation is inherently uncertain, particularly in the PRC, where the civil justice system continues to evolve.  Should we be unable to collect on these accounts, it would reduce our liquidity and profitability.

COSTS

Cost of revenues

Our cost of revenues primarily consists of material and component costs.  It also includes amortization of intangible assets and direct costs incurred in the assembly, installation and service of our products, such as salaries and related personnel expenses and depreciation costs of plant and equipment used for production purposes.  Depreciation of property, plant and equipment attributable to manufacturing activities is capitalized and expensed as cost of revenues when product is sold.

As we source a significant portion of our components and raw materials in China, we currently have a relatively low cost base compared to medical technology companies in more developed countries.  We expect the costs of components and raw materials in China will increase in the future as a result of further economic development in China.  In addition, our focus on new generations and applications of our products may require higher cost components and raw materials.  We plan to offset increases in our cost of raw materials and components through more efficient product designs and product assembly enhancements as well as through savings due to economies of scale.

Operating expenses

Our operating expenses primarily consist of research and development expenses, sales and marketing expenses and general and administrative expenses.

Research and development.  Research and development expenses primarily consist of costs associated with the design, development, testing and enhancement of both our existing products and our new products under development.  These costs consist of expenditures for purchases of supplies, clinical trials, salaries and related personnel expenses, and other relevant costs.  Going forward, we expect to increase our research and development expenses, both on an absolute basis and as a percentage of revenues, to develop new products and applications and to improve the designs of our existing products.

 

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General and administrative.  General and administrative expenses consist primarily of salaries and benefits and related costs for our administrative personnel and management, fees and expenses of our outside advisers, including legal, audit and valuation expenses, expenses associated with our administrative offices and the depreciation of equipment used for administrative purposes.  We expect that our general and administrative expenses will increase, both on an absolute basis and as a percentage of revenues, as we hire additional personnel and incur costs related to the anticipated growth of our business and ongoing expenses associated with being a publicly listed company in the U.S.

TAXES AND INCENTIVES

The discussion of taxes that follows denotes financial obligations and thresholds in RMB, since that is the currency in which those amounts are measured.  These amounts have been translated into U.S. dollars using the exchange rate in effect on December 31, 2009.  The actual future value of taxes expressed in USD will vary depending upon future rates of exchange.

Allied Moral Holdings

Under the current laws of the British Virgin Islands, we are not subject to tax on our income or capital gains.  In addition, no British Virgin Islands withholding tax would be imposed on payments of dividends.

Changdu Huiheng

Under the current PRC laws, Changdu Huiheng is subject to the Enterprise Income Tax (“EIT”) and the Value Added Tax (“VAT”).  Changdu Huiheng is established in the western region of the PRC and, as such, it is currently subject to an EIT rate of 12%, compared to a statutory rate of 25% for most companies in China.  However, pursuant to an agreement with the Tibet Finance Bureau, Changdu Huiheng will be refunded any amounts of its annual EIT payment that exceed RMB$900,000 (US$131,916).  In addition, the Tibet Finance Bureau will refund Changdu Huiheng’s annual 31% business tax payment and its 38.75% VAT payment under the condition that the total annual business tax and the annual VAT owed exceed RMB$1 million (US$146,574) and RMB$1.5 million (US$ 219,861), respectively.  This tax incentive policy will be valid for 5 years from the commencement of the tax refund, which began in fiscal 2006.

Shenzhen Hyper

Shenzhen Hyper is classified as a high technology company and currently operates in an approved economic-technological development area.  As such, it is currently subject to an EIT rate of 18%, compared to a statutory rate of 25% for most companies in China.  Furthermore, this classification, according to local tax regulations, entitles Shenzhen Hyper to a tax-free period for two years, commencing on its first profitable year, and a 50% reduction in EIT for the following six years.  Although Shenzhen Hyper was profitable in 2007, accumulated losses from prior years eliminated its tax liability for 2007.  As a result, 2007 does not qualify as the first year of its tax-free period according to local tax regulations.  Shenzhen Hyper began the first year of its tax-free period in 2008.

The VAT is charged based on the selling price of products at a general rate of 17% and our revenues are recorded net of this VAT.  Shenzhen Hyper, however, is entitled to a 14% refund of VAT on the sales of self-developed software embedded in device systems.  This is a result of a PRC government program to promote the development of the high technology sector of China’s economy.  The program phases out for companies after five years of profitable operations.

The VAT refund is recorded as part of revenues under U.S. GAAP.  For the fiscal year ended December 31, 2009, the VAT refunds that we applied for in 2008 were booked as revenue.

 

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Wuhan Kangqiao

Wuhan Kangqiao is classified as a high technology company in Wuhan, and currently operates in an approved economic-technological development area.  As such, it was subject to an EIT rate of 15% before 2009, compared to a statutory rate of 25% for most companies in China; however, the local tax regulation is revised this year and Wuhan Kangqiao has to apply for high technology company of China as to obtain the new tax preference.  For the application result is still unknown, the tax rate of Wuhan Kangqiao comes back to 25% in 2009.

The PRC tax system is subject to uncertainties and has been subject to recently enacted changes, the interpretation and enforcement of which are also uncertain.  There can be no assurance that changes in PRC tax laws or their interpretation or their application will not subject us to tax increases in the future.

SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies and Estimates

The discussion and analysis of our financial condition presented in this section are based upon our financial statements, which have been prepared in accordance with the generally accepted accounting principles in the United States.  During the preparation of our financial statements we are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates and judgments, including those related to sales, returns, pricing concessions, bad debts, inventories, investments, fixed assets, intangible assets, income taxes and other contingencies.  We base our estimates on historical experience and on various other assumptions that we believe are reasonable under current conditions.  Actual results may differ from these estimates under different assumptions or conditions.

In response to the SEC’s Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policy,” we identified the most critical accounting principles upon which our financial status depends.  We determined that those critical accounting principles are related to the use of estimates, inventory valuation, revenue recognition, income tax and impairment of intangibles and other long-lived assets.  We present these accounting policies in the relevant sections in this management’s discussion and analysis, including the Significant Accounting Policies discussed below.

(a)

Principles of Consolidation

The consolidated financial statements include the Company and its subsidiaries.  All significant intercompany balances and transactions have been eliminated in consolidation.

(b)

Cash

Cash consists of cash on hand and in the bank.

 

(c)

Accounts Receivable

Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts, sales returns, trade discounts and value added tax.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable.  The Company performs ongoing credit evaluations of its customers’ financial conditions.

Outstanding account balances are reviewed individually for collectability.  Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

(d)

Inventories

The Company values inventories, consisting of work in process and raw materials, at the lower of cost or market.  Cost of material is determined on the weighted average cost method.  Cost of work in progress includes direct materials, direct production cost and an allocated portion of production overhead.

 

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The final steps of assembly of our products, including installation of radioactive service materials, are completed at customer locations.  Accordingly, the Company generally does not carry finished goods (inventory held for sale in the ordinary course of business) inventory.

(e)

Property, Plant, and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation.  Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to general and administrative expenses as incurred.  Depreciation of property, plant and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives ranging from three to twenty years.  Building improvements are amortized on a straight-line basis over the estimated useful life.  Depreciation of property, plant and equipment are stated at cost less accumulated depreciation.  Upon sale or retirement of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.  Construction in progress represents the costs of property, plant and equipment under construction or installation.  The accumulated costs are reclassified as property, plant and equipment when installation or construction is completed.  All borrowing costs, which include interest and foreign exchange differences incurred that are attributable to qualifying assets, are capitalized as cost of construction in progress.  Capitalization of borrowing costs ceases when the construction is completed and the constructed or installed asset is ready for its intended use.

(f)

Intangible Assets

Intangible assets are stated at cost, representing the fair value at the time such intangibles were contributed to the Company by the minority owner of a subsidiary in exchange for equity interests.  Fair value was supported by cash contributed contemporaneously by another investor.  Intangible assets are carried net of accumulated amortization and impairment losses.  Amortization expense is recognized on the straight-line basis over the estimated respective useful lives of these intangible assets.

(g)

Investment in Affiliated Company

The company owns a 50% equity interest of Beijing Kbeta and accounts for the investment using the equity method of accounting.  The equity method is utilized as the Company has the ability to exercise significant influence over the investee, but does not have a controlling financial interest.

If circumstances indicate that the carrying value of the Company’s investment in Beijing Kbeta may not be recoverable, the Company would recognize an impairment loss by writing down its investment to its estimated net realizable value if management concludes such impairment is other than temporary.

(h)

Impairment of Long-Lived Assets

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.  Assets to be disposed of, if any, are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.

(i)

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, current income tax assets, prepayments and other current assets, accounts payable, income taxes payable, accrued expenses and other current liabilities, approximate their fair values because of the short maturity of these instruments and market rates of interest.

 

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(j)

Revenue Recognition

The Company generates revenue primarily from sales of medical equipment and provision of maintenance and support services.  Revenue is recognized as follows:

Sales of medical equipment

The Company recognizes revenue when products are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.  The sales price of the medical equipment includes the training services, which generally take about 1 month.  These services are ancillary to the purchase of medical equipment by customers and are normally considered by the customers to be an integral part of the acquired equipment.  As training services do not have separately determinable fair values, the Company recognizes revenue for the entire arrangement upon customer acceptance, which occurs after delivery and installation.

In the PRC, value added tax (“VAT”) of 17% on invoice amount is collected in respect of the sales of goods on behalf of tax authorities.  The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities.

The medical equipment sold by the Company has embedded self-developed software which can also be sold on a standalone basis.

Provision of maintenance and support services

The Company also provides comprehensive post-sales services to certain distributors for medical equipment used by hospitals.  These contracts are negotiated and signed independently and separately from the sales of medical equipment.  Under existing service agreements, the Company provides the exchange of cobalt sources, training to users of the medical equipment, maintenance of medical equipment, upgraded software and consulting.  Fees for the services are recognized over by the life of the contract on a monthly basis.

(k)

Research and Development Costs

Research and development costs are charged to expense as incurred.  Research and development costs mainly consist of remuneration for the research and development staff and material costs for research and development.  The Company incurred $485,290 and $472,919 for the years ended December 31, 2009 and 2008, respectively.

(l)

Income Taxes

The Company accounts for income taxes under ASC 740 “Income Taxes.”  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the year that includes the enactment date.

During 2008, the Company adopted ASC740 “Income Taxes,” which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the tax return.  This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.

 

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(m)

Retirement and Other Postretirement Benefits

Contributions to retirement schemes are compulsory and are charged to consolidated statements of operations as general and administrative expenses when the related employee service is provided.  The Company does not have a separate retirement benefit scheme for any employees.

(n)

Warranty

The Company provides a product warranty to its customers to repair any product defects that occur generally within twelve months from the date of sale.  The Company’s purchase contracts generally allow the customer to withhold up to 10% of the total purchase price for the duration of the warranty period.  Based on the limited number of actual warranty claims and the historically low cost of such repairs, the Company has not recognized a liability for warranty claims, but rather recognizes such cost when product repairs are made.

(o)

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rate of exchange prevailing during the year.  The related transaction adjustments are reflected in “Accumulated other comprehensive income/(loss)” in the stockholders’ equity section of the Company consolidated balance sheet.

The average monthly exchange rates for year ended December 31, 2009 and the closing rate as of December 31, 2009 were RMB$6.8303 and RMB$6.8270 to one USD, respectively.  The average monthly exchange rates for year ended December 31, 2008 and the closing rate as of December 31, 2008 were RMB$6.9351 and RMB$6.8225 to one USD, respectively.

(p)

Deferred Offering Costs

Deferred offering costs are those costs directly attributable to the Company’s proposed public offering.  Such costs consist principally of professional fees.  Deferred costs accumulated through December 31, 2008 were charged to operations in 2009 as the Company’s proposed offering was deemed unsuccessful.

(q)

Comprehensive Income

The Company has adopted ASC 220 “Comprehensive Income.”  This statement establishes rules for the reporting of comprehensive income and its components.  Comprehensive income consists of net income and foreign currency translation adjustments and is presented in the Consolidated Statements of Income and the Consolidated Statement of Stockholders’ Equity.

(r)

Financial Instruments with Characteristics of both Liabilities and Equity

The Company accounts for its Series A Preferred Stock in accordance with ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging.”  We have determined that our Series A Preferred Stock is not mandatorily redeemable.  Accordingly, the Company accounts for the Preferred stock as permanent equity.

(s)

Non-controlling interest in consolidated financial statements

In December 2007, the FASB issued authoritative guidance related to noncontrolling interests in consolidated financial statements, which was an amendment of ARB No. 51.  This guidance is set forth in Topic 810 in the Accounting Standards Codification (ASC 810).  ASC 810 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  This accounting standard is effective for fiscal years beginning after December 15, 2008.  The Company adopted the presentation and disclosure requirements of ASC 810 retrospectively to the December 31, 2008 financial statements.

 

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(t)

Impact of New Accounting Standards

We describe below recent pronouncements that have had or may have a significant effect on our financial statements.  We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our financial condition, results of operations, or disclosures.

In June 2009, the FASB issued Updates No. 2009-01, which establishes the FASB Accounting Standards Codification TM (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP).  The Codification is effective for interim and annual periods ending after September 15, 2009.  We adopted the Codification when referring to GAAP in this report on Form 10-K for the fiscal period ending December 31, 2009.  The adoption of the Codification did not have an impact on our consolidated results.

The FASB issued authoritative guidance related to subsequent events in May 2009, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued.  This guidance is set forth in Topic 855 in the Accounting Standards Codification (ASC 855).  ASC 855 provides guidance on the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  We adopted ASC 855 and its application had no impact on our consolidated financial statements.

The FASB issued authoritative guidance for fair value measurements in September 2006, which defines fair value, establishes a framework of measuring fair value, and expands disclosures assets and liabilities measured at fair value in financial statements.  This guidance is set forth in Topic 820 in the Accounting Standards Codification (ASC 820).  ASC 820 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements.  ASC 820 is effective for fiscal years beginning after November 15, 2007.  However, on February 6, 2008, the FASB issued authoritative guidance which deferred the effective date of ASC 820 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis.  The adoption of ASC 820 did not have a material impact on our consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued revised authoritative guidance for business combinations, which establishes principles and requirements for how the acquirer in a business combination: i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, an any noncontrolling interest in the acquiree, ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  This guidance is set forth in Topic 805 in the Accounting Standards Codification (ASC 805).  This accounting standard is effective for fiscal years beginning after December 15, 2008.  We adopted ASC 805 and the adoption of ASC 805 did not have a material impact on our consolidated financial position, results of operations or cash flows as of the date of adoption.  ASC 805 will be applied to any future business combinations.

In December 2008, ASC 715 “Retirement Benefits” was issued.  This statement amends SFAS No. 132(R), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to require additional disclosure in sponsor’s financial statements about pension plan assets, obligations, benefit payments, contributions and net benefit cost and other postretirement benefits.  The requirements of this statement are effective for the Company for the fiscal year ending January 31, 2010.  Since this statement only pertains to disclosures in the notes to consolidated financial statements, it will not impact the Company’s consolidated financial position and results of operations.

 

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In June 2009, the FASB issued ASC 105 “Generally Accepted Accounting Principles.”  ASC 105 establishes the FASB Accounting Standards Codification TM (Codification) as the single source of authoritative U.S. generally accepted accounting principles (U.S. GAAP) recognized by the FASB to be applied by nongovernmental entities.  Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants.  ASC 105 and the Codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009, which corresponds to the Company’s second quarter of fiscal 2010.  When effective, the Codification will supersede all existing non-SEC accounting and reporting standards.  All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative.  Following ASC 105, the FASB will not issue new standards in the form of Statements, FASB Staff  Positions, or Emerging Issues Task Force Abstracts.  Instead, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts.  Instead, the FASB will issue Accounting Standards Updates, which will serve only to: (a) update the Codification; (b) provide background information about the guidance; and (c) provide the bases for conclusions on the change(s) in the Codification.  The adoption of ASC 105 will not have an impact on the Company’s consolidated financial statements.

In October 2009, the FASB issued authoritative guidance that amends existing guidance for identifying separate deliverables in a `-generating transaction where multiple deliverables exist, and provides guidance for allocating and recognizing revenue based on those separate deliverables.  The guidance is expected to result in more multiple-deliverable arrangements being separable than under current guidance and is required to be applied prospectively to new or significantly modified revenue arrangements.  This guidance, for which the Company is currently assessing the impact on its financial condition and results of operations, will become effective for the Company on January 1, 2011.

In January 2010, the FASB issued authoritative guidance intended to improve disclosures about fair value measurements.  The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3).  Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3).  This guidance is effective for interim and annual periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010.  As this guidance provides only disclosure requirements, the adoption of this guidance will not impact the Company’s financial condition or results of operations.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

 

(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 31, 2010 or within sixty (60) days of March 31, 2010.

 

Preferred Stock

 

The following table sets forth, as of March 31, 2010: the names and addresses of each beneficial owner of more than five percent of our Series A Preferred Stock known to us, the number of shares of preferred stock beneficially owned by each such person, the percent of the preferred stock so owned, and the number of shares of common stock issuable upon conversion of the preferred stock.  To our knowledge, none of our directors or executive officers have any direct or beneficial ownership interest in shares of preferred stock or shares of common stock issuable upon conversion of the preferred stock:

 

 

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Name and Address		Shares Beneficially Owned				Percentage Ownership				Shares of Common Stock Issuable on Conversion
Chardan China Investments, LLC (1) 402 West Broadway, Ste. 2600 San Diego, CA 92101			52,667				23.89	%			553,224
Platinum Partners Value Arbitrage Fund, L.P. (2) 152 West 57th St. New York, NY 10019			48,988				22.22	%			514,580
Kenneth Greif 240 Maple Street Englewood, NJ 07631			20,000				9.07	%			210,084
Atlas Master Fund, Ltd. (3) 135 East 57th St. New York, NY 1002			15,087				6.84	%			158,477

(1) Richard D. Propper exercises voting and investment control over the shares of Series A Preferred Stock held by Chardan China Investments, LLC.

(2) Mark Nordlicht exercises voting and investment control over the shares of Series A Preferred Stock held by Platinum Partners Value Arbitrage Fund, L.P.

(3) Scott Schroeder exercises voting and investment control over the shares of Series A Preferred Stock held by Atlas Master Fund, Ltd.

Securities Authorized for Issuance under Equity Compensation Plans

 

Please see Item 5 for this information.

 

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

 

In June, 2009, Tibet Changdu Huiheng Development Co., Ltd. (“Changdu Huiheng”), a subsidiary of the Company, received $732,869 from Shenzhen Huiheng Industry Co., Ltd. (“Huiheng Industry”), a company owned by Mr. Hui Xiaobing, the Company’s Chairman and CEO.  That amount relates to the payment by Huiheng Industry in connection with the RMB 5 million obligation owed by Huiheng Industry to Changdu Huiheng consisting of (i) an original advance of $640,690 associated with Huiheng Industry’s 2004 acquisition of a 10% equity interest in Changdu Huiheng, and (ii) an interest free and unsecured advance it received for working capital originally in the amount of $47,410 in 2005 (collectively, the “Obligation”).  As of December 31, 2008, the Company provided a 100% allowance for doubtful accounts for the Obligation.  As a result of the payment of the Obligation, the allowance for doubtful accounts was reversed.

 

Director Independence

Mr. Li Daxi is an independent director, as determined by Rule 4200 of the National Association of Securities Dealers’ (NASD) listing standards.  A Director is considered independent if the Board affirmatively determines that the Director (or an immediate family member) does not have any direct or indirect material relationship with us or our affiliates or any member of our senior management or his or her affiliates.  The term “affiliate” means any corporation or other entity that controls, is controlled by, or under common control with us, evidenced by the power to elect a majority of the Board of Directors or comparable governing body of such entity.  The term “immediate family member” means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in law, brothers- and sisters-in-laws and anyone (other than domestic employees) sharing the Director’s home.

 

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Item 14.  Principal Accounting Fees and Services.

Relationship with Independent Registered Public Accounting Firm

 

Our Audit Committee has responsibility for the appointment, compensation and oversight of the work of our independent registered public accounting firm, UHY Vocation HK CPA Limited (“UHY”).  We retained the firm of UHY as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2009.  We have appointed UHY as our independent registered public accounting firm for our fiscal year 2010.

 

Audit Fees

 

For the fiscal years ended 2009 and 2008, the aggregate fees billed for services rendered for the audits of the annual financial statements and the review of the financial statements included in the quarterly reports on Form 10-Q and the services provided in connection with the statutory and regulatory filings or engagements for those fiscal years and registration statements filed with the SEC were $120,000 and $115,000, respectively.

 

Audit-Related Fees

 

For the fiscal years ended December 31, 2009 and 2008, there were no fees billed for the audit or review of the financial statements that are not reported above under Audit Fees.

 

Tax Fees

 

For the fiscal years ended December 31, 2009 and 2008, fees billed for tax compliance services were $13,270 and $13,020 respectively.

 

All Other Fees

 

For the fiscal years ended December 31, 2009 and 2008, there were no fees billed for services other than services described above.

 

Audit Committee Approval of Audit and Non-Audit Services of Independent Accountants

The Audit Committee approves all audit and non-audit services provided by the independent auditors.  These services may include audit services, audit-related services, tax services and other services.  The independent accountants and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent accountants, and the fees for the services performed to date.

Item 15.  Exhibits, Financial Statements and Schedules.

The following documents are filed as part of this Annual Report:

 

(a)           Financial Statements:

 

	Page
Report of Independent Registered Accounting Firm	F-1
Consolidated Balance Sheet at December 31, 2009	F-2
Consolidated Statements of Income for the Years Ended December 31, 2009 and 2008	F-3
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2009 and 2008	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008	F-5
Notes to Consolidated Financial Statements	F-6 to 22

 

 

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(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 SEC 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 SEC on April 10, 2008)
4.1		Amended and Restated Certificate of Designations of Rights and Preferences of the Series A 7% Convertible Preferred Stock (incorporated by reference to the exhibit to the registrant’s current report on Form 8-K filed with the SEC on January 16, 2008)
4.2		Form of Common Stock Purchase Warrant (incorporated by reference to the exhibit to the registrant’s current report on Form S-1 filed August 29, 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 SEC on May 15, 2007)
10.2		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 SEC on February 28, 2007)
10.3		Office Lease (incorporated by reference to the exhibit to the Amendment No. 1 to Form SB-2 filed with the SEC on December 5, 2007)
10.4		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 SEC on July 7, 2008)
10.5		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 SEC on July 7, 2008)
10.6		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 SEC on July 7, 2008)
10.7		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 SEC on July 7, 2008)
10.8		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 SEC on July 7, 2008)
10.9		Creditor’s Rights and Liability Confirmation Agreement, dated  January 3, 2008 (incorporated by reference to the exhibit to the Amendment No. 2 on Form S-1 to Form SB-2 filed with the SEC on July 7, 2008)

 

 

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10.10		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 SEC on July 7, 2008)
10.11		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 SEC on July 7, 2008)
10.12		Huiheng 2009 Share Plan (incorporated by reference to the exhibit to the registrant’s current report on Form 8-K filed with the SEC on June 10, 2009)
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 of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer 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

 

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, thereto duly authorized.

  

		Huiheng Medical, Inc.,
		a Nevada corporation
Date: September 16, 2010		By:	/s/ Hui Xiaobing
			Hui Xiaobing
			Chief Executive Officer (Principal Executive Officer)
Date: September 16, 2010		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.

 

Signature(s)		Title(s)		Date
/s/ Hui Xiaobing		Chairman and Chief Executive Officer
Hui Xiaobing		(Principal Executive Officer)		September 16, 2010
/s/ Richard Shen		Chief Financial Officer
Richard Shen		(Principal Financial and Accounting Officer)		September 16, 2010
/s/ Huang Jian
Huang Jian		Director		September 16, 2010
Li Daxi		Director		September      , 2010

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HUIHENG MEDICAL, INC.

DECEMBER 31, 2009

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Contents		Page(s)
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets		F-2
Consolidated Statements of Income for the Years Ended December 31, 2009 and 2008		F-3
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2009 and 2008		F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008		F-5
Notes to the Consolidated Financial Statements		F-6 to F-22

 

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

TO THE BOARD OF DIRECTORS

HUIHENG MEDICAL INC.

We have audited the accompanying consolidated balance sheets of Huiheng Medical Inc. and its subsidiaries (collectively the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Huiheng Medical Inc. as of December 31, 2009 and 2008, the consolidated results of its operations and its consolidated cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ UHY Vocation HK CPA Limited

UHY VOCATION HK CPA LIMITED

Hong Kong, the People’s Republic of China

March 31, 2010

 

F-1

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HUIHENG MEDICAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

( IN US DOLLARS)

 

		December 31,
		2009				2008
ASSETS
CURRENT ASSETS:
Cash		$	84,962			$	1,019,176
Accounts receivable, net of allowance for doubtful accounts of $897,319
and $743,584			16,499,819				10,978,419
Prepaid expenses and other receivables, net of allowance for doubtful
accounts of $732,386 and $732,869			3,307,255				4,008,810
Inventories			1,359,900				1,353,352
Total Current Assets			21,251,936				17,359,757
INVESTMENT IN AFFILIATE			43,152				45,194
PROPERTY, PLANT AND EQUIPMENT			2,520,787				2,643,022
LAND USE RIGHT, NET			939,575				-
INTANGIBLE ASSETS			777,086				860,175
OTHER RECEIVABLES, net of current portion			1,582,093				1,666,684
DEFERRED OFFERING COSTS			-				460,209
Total Assets		$	27,114,629			$	23,035,041
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable		$	844,539			$	832,906
Amount due to related party			24,560				24,577
Income tax payable			389,632				21,431
Accrued liabilities and other payables			1,676,639				1,418,644
Total Liabilities, all current			2,935,370				2,297,558
EQUITY:
Preferred stock, $0.001 par value; 1,000,000 shares authorized;
Designated 300,000 shares of Series A convertible preferred stock;
220,467 and 229,133 shares issued and outstanding with
liquidation preference of $8,267,513 at December 31, 2009			220				229
Common stock, $0.001 par value; 74,000,000 shares authorized;
23,635,290 shares issued, 13,935,290 and 13,844,254 shares outstanding			13,935				13,844
Additional paid-in capital			7,498,086				7,498,086
Retained earnings			13,799,481				10,159,147
Accumulated other comprehensive income
Foreign currency translation gain			1,756,510				1,767,573
Non controlling interests			1,111,027				1,298,604
Total Equity			24,179,259				20,737,483
Total Liabilities and Equity		$	27,114,629			$	23,035,041

 

See accompanying notes to the consolidated financial statements.

 

F-2

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HUIHENG MEDICAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(IN US DOLLARS)

		For the year ended December 31,
		2009				2008
REVENUES		$	10,632,326			$	12,293,641
COST OF REVENUES			2,353,088				2,794,859
GROSS PROFIT			8,279,238				9,498,782
OPERATING EXPENSES:
Sales and marketing expenses			316,247				226,525
General and administrative expenses			3,351,201				4,154,539
Research and development costs			485,290				472,919
Total Operating Expenses			4,152,738				4,853,983
OPERATING INCOME			4,126,500				4,644,799
OTHER (EXPENSES) / INCOME:
Interest income			375				1,303
Equity in loss of affiliate			(2,012	)			(6,371	)
Total Other (Expenses) / Income			(1,637	)			(5,068	)
NET INCOME BEFORE INCOME TAXES			4,124,863				4,639,731
INCOME TAXES			671,078				774,259
NET INCOME			3,453,785				3,865,472
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS			186,631				146,154
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS			3,640,416				4,011,626
EARNINGS PER SHARE
- Basic		$	0.26			$	0.29
- Diluted		$	0.22			$	0.25
Weighted Common Shares Outstanding
- Basic			13,918,771				13,754,118
- Diluted			16,251,113				16,251,113

See accompanying notes to the consolidated financial statements.

 

F-3

---

 

HUIHENG MEDICAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN US DOLLARS)

 

		Series A Preferred Stock
		$0.001 Par Value								Common Stock, $0.001 Par Value								Additional								Accumulated Other								Total
		Number of								Number of								Paid-in				Retained				Comprehensive				Non-controlling				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Earnings				Income				interest				Equity
Balance, December 31, 2007			266,666			$	267				13,450,000			$	13,450			$	7,498,086			$	6,147,877			$	698,216			$	1,353,511			$	15,711,407
Comprehensive income:
Net income / (loss)			-				-				-				-				-				4,011,626				-				(146,154	)		$	3,865,472
Foreign currency translation gain			-				-				-				-				-				-				1,069,357				91,247				1,160,604
Total comprehensive income			-				-				-				-				-				-				-				-				5,026,076
Conversion of stock			(37,533	)			(38	)			394,254				394				-				(356	)			-				-				-
Balance, December 31, 2008			229,133				229				13,844,254				13,844				7,498,086				10,159,147				1,767,573				1,298,604				20,737,483
Comprehensive income:
Net income / (loss)			-				-				-				-				-				3,640,416				-				(186,631	)		$	3,453,785
Foreign currency translation loss			-				-				-				-				-				-				(11,063	)			(946	)			(12,009	)
Total comprehensive income			-				-				-				-				-				-				-				-				3,441,776
Conversion of stock			(8,666	)			(9	)			91,036				91				-				(82	)			-				-				-
Balance, December 31, 2009			220,467			$	220				13,935,290			$	13,935			$	7,498,086			$	13,799,481			$	1,756,510			$	1,111,027			$	24,179,259

See accompanying notes to the consolidated financial statements

 

F-4

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HUIHENG MEDICAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN US DOLLARS)

		FOR THE YEARS ENDED
		DECEMBER 31,
		2009				2008
Cash flows from operating activities:
Net income		$	3,453,785			$	3,865,472
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation of property, plant and equipment			253,991				253,891
Write off of deferred offering costs			460,209				-
Amortization of intangible assets			82,483				81,236
Amortization of prepaid land lease			17,569				-
Allowance for doubtful accounts			375,679				-
Reversal of allowance for doubtful accounts			(907,720	)			-
Equity in loss of affiliate			2,012				6,371
Deferred taxes			-				26,383
Changes in assets and liabilities:
Accounts receivable			(5,721,391	)			(2,938,404	)
Prepaid expenses and other receivables			786,146				(1,201,146	)
Inventories			(6,548	)			(281,739	)
Accounts payable			11,633				118,069
Income tax payable			368,201				(186,229	)
Amounts due from related parties			-				688,699
Accrued liabilities and other payables			257,995				(690,643	)
Net cash used in operating activities			(565,956	)			(258,040	)
Cash flows from investing activities:
Capital expenditures on addition of property, plant and equipment			(134,207	)			(129,528	)
Repayment of advance to third parties			541,704				195,236
Repayment of advances to related party			732,032				64,199
Repayment of advance from related party			-				(100,000	)
Advance to third party			(541,704	)			-
Payment for land use right			(956,226	)			-
Net cash (used in) / from investing activities			(358,401	)			29,907
Cash flows used in financing activities:
Deferred offering costs			-				(460,209	)
Net cash used in financing activities			-				(460,209	)
Net decrease in cash			(924,357	)			(688,342	)
Effect on change of exchange rates			(9,857	)			840,933
Cash as of January 1			1,019,176				866,585
Cash as of December 31		$	84,962			$	1,019,176
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest paid		$	-			$	-
Income tax paid		$	303,041			$	971,600

 

See accompanying notes to the consolidated financial statements.

 

F-5

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 1 - ORGANIZATION AND OPERATIONS

Huiheng Medical, Inc. (“the Company” or “Huiheng”), formerly known as Mill Basin Technologies, Limited (“Mill Basin”), is a China-based medical device company that, through its subsidiaries, designs, develops and markets radiation therapy systems used for the treatment of cancer.  The Company is a Nevada holding company and conducts all of its business through operating subsidiaries in China.

In 2005, the ownership interests of Shenzhen Hyper Technology Company, Ltd. (“Shenzhen Hyper”), Wuhan Kangqiao Medical New Technology Company, Ltd. (“Wuhan Kangqiao”) and Beijing Yuankang Kbeta Nuclear Technology Company, Ltd. (“Beijing Kbeta”) were reorganized under Tibet Changdu Huiheng Industry Development Company, Ltd. (“Changdu Huiheng”), a Chinese holding company established in Tibet.  Upon the completion of the reorganization, Changdu Huiheng owned 75% of the equity interest in Shenzhen Hyper, 100% of the equity interest of Wuhan Kangqiao and 50% of the equity interest of Beijing Kbeta.  Remaining equity interests in Shenzhen Hyper and Beijing Kbeta are owned by unrelated and unaffiliated parties.

In 2006, Mr. Hui Xiaobing, the sole owner of Changdu Huiheng, established Allied Moral Holdings, Ltd. (the “Allied Moral”) in the British Virgin Islands as a holding company and transferred 100% of the ownership interests of Changdu Huiheng to Allied Moral as part of an ownership restructuring to facilitate investments by foreign investors.

In May 2007, Mill Basin entered into a share exchange agreement to acquire (i) all of the issued and outstanding shares of the common stock of Allied Moral in exchange for 13,000,000 shares of Mill Basin’s common stock, and (ii) all of the issued and outstanding Series A Convertible Preferred Stock of Allied Moral in exchange for 266,666 shares of Mill Basin’s Series A Preferred Stock.  In connection with the share exchange, Mill Basin agreed to change its name to “Huiheng Medical, Inc.”  Prior to the share exchange, Mill Basin had 10,150,000 shares of its common stock outstanding.  In contemplation of the share exchange, Mill Basin shareholders contributed 9,700,000 common shares to treasury, resulting in 450,000 shares of Mill Basin’s common stock outstanding immediately prior to the share exchange.  Taking into account the 13,000,000 shares of Mill Basin common stock issued for the exchange with Allied Moral’s shareholders, Mill Basin then had 13,450,000 shares of common stock issued and outstanding, of which 13,000,000 (96.65%) shares were held by Allied Moral’s former shareholders, with  the  balance  being  held  by  Mill Basin  shareholders.  In addition, following the completion of the share exchange, 266,666 shares of Series A Preferred Stock were issued and outstanding, all of which were held by former holders of Allied Moral’s Series A Convertible Preferred Stock.

As a result of the share exchange, Huiheng owns all of the issued and outstanding stock of Allied Moral, which was incorporated in the British Virgin Islands on July 26, 2006.  Allied Moral, holds all of the issued and outstanding stock of Changdu Huiheng Development Co., Ltd. (“Changdu Huiheng”), which in turn owns 100% of the issued and outstanding stock of Wuhan Kangqiao Medical New Technology Co., Ltd. (“Wuhan Kangqiao”), 75% of the issued and outstanding stock of Shenzhen Hyper Technology Co., Ltd (“Shenzhen Hyper”) and 50% of the issued and outstanding stock of Beijing Yuankang Kbeta Nuclear Technology Co., Ltd. (“Beijing Kbeta”).  Remaining equity interests in Shenzhen Hyper and Beijing Kbeta are still owned by unrelated and unaffiliated parties.

 

 

F-6

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

 

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The consolidated financial statements include all accounts of the Company and its wholly-owned and majority-owned subsidiaries.  All material inter-company balances and transactions have been eliminated.

Summary of significant accounting policies

Estimates

The preparation of the financial statements in accordance with US GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the years.  Significant items subject to such estimates and assumptions include the recoverability of the carrying amount and the estimated useful lives of long-lived assets; valuation allowances for receivables and realizable values for inventories.  Actual results could differ from those estimates in consolidation.

Accounts receivable

Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts, sales returns, trade discounts and value added tax.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company performs ongoing credit evaluations of its customers’ financial conditions.  The Company provided an allowance of $897,319 and $743,584 for doubtful accounts, respectively as of December 31, 2009 and December 31, 2008.

Outstanding account balances are reviewed individually for collectability.  Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Inventories

The Company values inventories, consisting of work in process and raw materials, at the lower of cost or market.  Cost of material is determined on the weighted average cost method.  Cost of work in progress includes direct materials, direct production cost and an allocated portion of production overhead.

The final steps of assembly of our products, including installation of radioactive service materials, are completed at customer locations.  Accordingly, the Company generally does not carry finished goods (inventory held for sale in the ordinary course of business) inventory.

 

 

F-7

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

 

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (…/Cont’d)

Summary of significant accounting policies (…/Cont’d)

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation.  Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to general and administrative expenses as incurred.  Depreciation of property, plant and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives ranging from three to twenty years.  Building improvements are amortized on a straight-line basis over the estimated useful life.  Depreciation of property, plant and equipment are stated at cost less accumulated depreciation.  Upon sale or retirement of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.  The estimated useful lives of the assets are as follows:

	Estimated Life
Building improvements	3 to 5
Buildings	20
Production equipment	3 to 5
Furniture fixtures and office equipment	3 to 5
Motor vehicles	5 to 10

Land use right

Land use right is recorded at cost less accumulated amortization.  Under ASC 350 “Intangibles, Goodwill and Other,” land use right is classified as a definite lived intangible asset and is amortized over its useful life.  According to the laws of the PRC, the government owns all of the land in the PRC.  Companies or individuals are authorized to possess and use the land only through land use rights granted by  the PRC government.  The Company’s land use right is amortized using the straight-line method over the lease term of 50 years.

Intangible assets

Intangible assets are stated at cost, representing the fair value at the time such intangibles were contributed to the Company by the minority owner of a subsidiary in exchange for equity interests.  Fair value was supported by cash contributed contemporaneously by another investor.  Intangible assets are carried net of accumulated amortization and impairment losses.  Amortization expense is recognized on the straight-line basis over the estimated respective useful lives of these intangible assets as follows:

	Estimated Life
Patented technology	20
Software	5

Investment in affiliate

The Company owns a 50% equity interest of Beijing Kbeta and accounts for the investment using the equity method of accounting.  The equity method is utilized as the Company has the ability to exercise significant influence over the investee, but does not have a controlling financial interest.

If circumstances indicate that the carrying value of the Company’s investment in Beijing Kbeta may not be recoverable, the Company would recognize an impairment loss by writing down its investment to its estimated net realizable value if management concludes such impairment is other than temporary.

 

F-8

---

 

HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (…/Cont’d)

Summary of significant accounting policies (…/Cont’d)

Impairment of long-lived assets

Long-lived assets, which include tangible assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.  Assets to be disposed of, if any, are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.  At December 31, 2009 and 2008, the Company determined that there was no impairment of value.

Fair value of financial instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, current income tax assets, prepaid expenses and other current assets, accounts payable, income taxes payable, accrued expenses and other current liabilities, approximate their fair values because of the short maturity of these instruments and market rates of interest.

Revenue recognition

The Company generates revenue primarily from sales of medical equipment and provision of maintenance and support services.  Revenue is recognized as follows:

(i)           Sales of medical equipment

The Company recognizes revenue when products are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.  The sales price of the medical equipment includes the training services, which generally take about 1 month.  These services are ancillary to the purchase of medical equipment by customers and are normally considered by the customers to be an integral part of the acquired equipment.  As training services do not have separately determinable fair values, the Company recognizes revenue for the entire arrangement upon customer acceptance, which occurs after delivery and installation.

In the PRC, value added tax (“VAT”) of 17% on invoiced amounts is collected in respect of the sales of goods on behalf of tax authorities.  The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities.

Pursuant to the laws and regulations of the PRC, Shenzhen Hyper is entitled to a refund of VAT on the sales of self-developed software embedded in medical equipment.  The VAT refund represents the amount of VAT collected from customers and paid to the authorities in excess of 3% of relevant sales.  The amount of VAT refund is calculated on a monthly basis.  As the refund relates directly to the sale of self-developed software that is embedded in the Company’s products, the Company recognizes the VAT refund at the time the product is sold.  The amount is included in the line item “Revenues” in the consolidated statements of income and is recorded on an accrual basis.

 

 

F-9

---

 

HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (…/Cont’d)

Summary of significant accounting policies (…/Cont’d)

Revenue recognition (…/Cont’d)

(i)           Sales of medical equipment (…/Cont’d)

The medical equipment sold by the Company has embedded self-developed software which can also be sold on a standalone basis.

(ii)          Provision of maintenance and support services

The Company also provides comprehensive post-sales services to certain distributors for medical equipment used by hospitals.  These contracts are negotiated and signed independently and separately from the sales of medical equipments.  In accordance with the agreements, the Company provides comprehensive services including exchange of cobalt, additional training to users of the medical equipment, maintenance of medical equipment, software upgrades and consulting.  Fees for these services are recognized over the life of the contract on a monthly basis.

Government subsidies

Pursuant to the document dated December 16, 2004 with No.173 issued by Tibet Finance Bureau, the profits tax payment of Changdu Huiheng in excess of RMB 900,000 for a year will be refundable by Tibet Finance Bureau.  The 31% of business tax payment will be refundable by Tibet Finance Bureau provided that the business tax payment exceeds RMB 1.0 million for a year.  The 38.75% of value added tax payment will be refundable by Tibet Finance Bureau provided that the value added tax payment exceeds RMB 1.5 million for a year.  All tax incentive policies will be valid for five (5) years from the year of commencement of tax refund, starting from September 2006.

Warranty

The Company provides a product warranty to its customers to repair any product defects that occur generally within twelve months from the date of sale.  The Company’s purchase contracts generally allow the customer to withhold up to 10% of the total purchase price for the duration of the warranty period.  Based on the limited number of actual warranty claims and the historically low cost of such repairs, the Company has not recognized a liability for warranty claims, but rather recognizes such cost when product repairs are made.

Research and development costs

Research and development costs are charged to expense as incurred.  Research and development costs mainly consist of remuneration for the research and development staff and material costs for research and development.  The Company incurred $485,290 and $472,919 for the year ended December 31, 2009 and 2008, respectively.

 

 

F-10

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (…/Cont’d)

Summary of significant accounting policies (…/Cont’d)

Income taxes

The Company accounts for income taxes under ASC 740 “Income Taxes.”  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

During 2008, the Company adopted ASC740 “Income Taxes,” which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the tax return.  This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.

Foreign currency translation

Assets and liabilities of foreign subsidiaries are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rate of exchange prevailing during the period.  The related transaction adjustments are reflected in “Accumulated other comprehensive income / (loss)” in the equity section of our consolidated balance sheet.

The average monthly exchange rates for year ended December 31, 2009 and the closing rate as of December 31, 2009 were Rmb 6.8303 and Rmb 6.8270 to one USD, respectively.The average monthly exchange rates for year ended December 31, 2008 and the closing rate as of December 31, 2008 were Rmb 6.9351 and Rmb 6.8225 to one USD, respectively.

Share Plan

During 2009, the Company adopted a share plan (the “Plan”) for selected employees, directors, consultants to promote the success of the Company’s business by offering these individuals an opportunity to acquire a proprietary interest in the Company.  The Plan provides both for direct awards of shares and for the granting of options to purchase shares as determined by the Administrator at the time of the grant.  The Plan replaces the Company’s 2007 Share Plan which was never approved by the Company’s shareholders.  Under the Plan, 1,566,666 shares have been reserved for awards.  The number of shares reserved under the Plan is the same number that was reserved under the Company’s 2007 Share Plan.  In June 2009, the Company granted options to purchase 30,000 shares under the Plan.  Compensation cost related to the option issuance was not material.

Awards under the Plan will be accounted for in accordance with ASC 718 “Stock Compensation.”

Comprehensive income

The Company has adopted ASC 220 “Comprehensive Income.”  This statement establishes rules for the reporting of comprehensive income and its components.  Comprehensive income consists of net income and foreign currency translation adjustments and is presented in the Consolidated Statements of Income and the Consolidated Statement of Changes in Stockholders’ Equity.

 

 

F-11

---

 

HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (…/Cont’d)

Summary of significant accounting policies (…/Cont’d)

Earnings per share

Basic earnings per share is computed on the basis of the weighted-average number of shares of our common stock outstanding during the period.  Diluted earnings per share is computed on the basis of the weighted-average number of shares of our common stock plus the effect of dilutive potential common shares outstanding during the period using the if-converted method.  Dilutive potential common shares include Series A Convertible Preferred Stock.

The following table sets forth the computation of basic and diluted net income per share:

		For the Year ended December 31,
		2009				2008
Net income		$	3,640,416			$	4,011,626
Weighted average outstanding shares of common stock			13,918,771				13,754,118
Dilutive effect of Convertible Preferred Stock			2,332,342				2,496,995
Diluted weighted average outstanding shares			16,251,113				16,251,113
Earnings per share:
Basic		$	0.26			$	0.29
Diluted		$	0.22			$	0.25

For the year ended December 31, 2009 options to purchase 30,000 common shares were not included in diluted earnings per share because the effect would be anti-dilutive.

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Segment reporting

ASC 280 “Segment Reporting,” establishes standards for reporting information on operating segments in interim and annual financial statements.  The Company operates in two segments (i) selling the medical equipment and, (ii) providing the consultancy, repairs and maintenance services for the customers.  The chief operating decision-makers review the Company’s operation results on an aggregate basis and manage the operations as two operating segments as disclosed in note 12.

Deferred offering costs

Deferred offering costs represented costs directly attributable to the Company’s proposed public offering.  Such costs consisted principally of professional fees.  Deferred costs accumulated through December 31, 2008 were charged to operations in 2009 as the Company’s proposed offering was deemed unsuccessful.

 

F-12

---

 

HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (…/Cont’d)

Summary of significant accounting policies (…/Cont’d)

Financial instruments with characteristics of both liabilities and equity

The Company accounts for its Series A Preferred Stock in accordance with ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging.”  We have determined that our Series A Preferred Stock is not mandatorily redeemable.  Accordingly, the Company accounts for the Preferred stock as permanent equity.

Non-controlling interest in consolidated financial statements

In December 2007, the FASB issued authoritative guidance related to noncontrolling interests in consolidated financial statements, which was an amendment of ARB No. 51.  This guidance is set forth in Topic 810 in the Accounting Standards Codification (ASC 810).  ASC 810 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  This accounting standard is effective for fiscal years beginning after December 15, 2008.  The Company adopted the presentation and disclosure requirements of ASC 810 retrospectively to the December 31, 2008 financial statements.

Subsequent Events

The Company adopted FASB ASC 855 (previously SFAS No. 165, “Subsequent Events”) in 2009 which establishes general standards regarding the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  Adoption of this standards did not result in significant changes in the subsequent events that we are required to recognize or disclosure in our financial statements.

The Company accounts for and discloses events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  We evaluated subsequent events through March 31, 2010, the date these consolidated financial statements were filed with the SEC.

Impact of new accounting standards

We describe below recent pronouncements that have had or may have a significant effect on our financial statements.  We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our financial condition, results of operations, or disclosures.

In June 2009, the FASB issued Updates No. 2009-01, which establishes the FASB Accounting Standards Codification TM (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP).  The Codification is effective for interim and annual periods ending after September 15, 2009.  We adopted the Codification when referring to GAAP in this report on Form 10-K for the fiscal period ending December 31, 2009.  The adoption of the Codification did not have an impact on our consolidated results.

 

 

F-13

---

 

HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (…/Cont’d)

Summary of significant accounting policies (…/Cont’d)

Impact of new accounting standards  (…/Cont’d)

The FASB issued authoritative guidance related to subsequent events in May 2009, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued.  This guidance is set forth in Topic 855 in the Accounting Standards Codification (ASC 855).  ASC 855 provides guidance on the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  We adopted ASC 855 and its application had no impact on our consolidated financial statements.

The FASB issued authoritative guidance for fair value measurements in September 2006, which defines fair value, establishes a framework of measuring fair value, and expands disclosures assets and liabilities measured at fair value in financial statements.  This guidance is set forth in Topic 820 in the Accounting Standards Codification (ASC 820).  ASC 820 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements.  ASC 820 is effective for fiscal years beginning after November 15, 2007.  However, on February 6, 2008, the FASB issued authoritative guidance which deferred the effective date of ASC 820 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis.  The adoption of ASC 820 did not have a material impact on our consolidated financial position, results of operations or cash flows.

The December 2007, the FASB issued revised authoritative guidance for business combinations, which establishes principles and requirements for how the acquirer in a business combination: i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, an any noncontrolling interest in the acquiree, ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  This guidance is set forth in Topic 805 in the Accounting Standards Codification (ASC 805).  This accounting standard is effective for fiscal years beginning after December 15, 2008.  We adopted ASC 805 and the adoption of ASC 805 did not have a material impact on our consolidated financial position, results of operations or cash flows as of the date of adoption.  ASC 805 will be applied to any future business combinations.

In April 2008, ASC 350-30 “General Intangibles Other Than Goodwill” was issued.  It amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Asset.  FSP FAS 142-3 is effective for the Company beginning in fiscal 2010.  The Company is currently evaluating FSP FAS 142-3 and the impact, if any, that it may have on its results of operations or financial position.

In May 2008, ASC 105 “Generally Accepted Accounting Principles” was issued.  It identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with U.S. GAAP.  SFAS No. 162 is effective for the Company 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.  The adoption of this Standard did not have a material impact on our results of operations or financial position.

 

 

F-14

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (…/Cont’d)

Summary of significant accounting policies (…/Cont’d)

Impact of new accounting standards  (…/Cont’d)

ASC 715 “Retirement Benefits” amends SFAS No. 132(R), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to require additional disclosure in sponsor’s financial statements about pension plan assets, obligations, benefit payments, contributions and net benefit cost and other postretirement benefits.  The requirements of this statement are effective for the Company for the fiscal year ending January 31, 2010.  Since this statement only pertains to disclosures in the notes to consolidated financial statements, it will not impact the Company’s consolidated financial position and results of operations.

In October 2009, the FASB issued authoritative guidance that amends existing guidance for identifying separate deliverables in a revenue-generating transaction where multiple deliverables exist, and provides guidance for allocating and recognizing revenue based on those separate deliverables.  The guidance is expected to result in more multiple-deliverable arrangements being separable than under current guidance and is required to be applied prospectively to new or significantly modified revenue arrangements.  This guidance, for which the Company is currently assessing the impact on its financial condition and results of operations, will become effective for the Company on January 1, 2011.

In January 2010, the FASB issued authoritative guidance intended to improve disclosures about fair value measurements.  The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3).  Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3).  This guidance is effective for interim and annual periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010.  As this guidance provides only disclosure requirements, the adoption of this guidance will not impact the Company’s financial condition or results of operations.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – INVENTORIES

At December 31, 2009 and 2008, inventories consisted of the following:

		2009				2008
Raw materials		$	281,112			$	262,355
Work-in-progress			1,078,788				1,090,997
		$	1,359,900			$	1,353,352

Final assembly of our products, including installation of radioactive source materials, is conducted on site at our customer locations.  Our products are not considered to be finished good (available for sale in the normal course of business) until such time as the source material is installed in the units.

 

 

F-15

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 4 – PREPAID EXPENSES AND OTHER RECEIVABLES

At December 31, 2009 and 2008, prepayments and other receivables consisted of the following:

		2009				2008
Prepayments to suppliers		$	3,058,465			$	3,247,978
Other receivables
- construction in progress paid on behalf of landlord (a)			156,759				281,422
- loan or advance to staff for business travelling			43,072				22,758
- utilities and rental deposits			1,948				1,949
- prepaid expenses made by director			2,930				2,932
- deposit for acquisition of a Land use right at Wuhan Kangqiao			-				384,621
- others			44,081				67,150
		$	3,307,255			$	4,008,810

(a)	Included in the other receivables, the amount will be offset against future years lease payments (Note 16).  As at December 31, 2009, $1,582,093 has been classified as non-current assets and $156,759 has been classified as current assets.

During the year ended December 31, 2008, an amount of $1,191,066 was transferred from Construction in progress under Property, Plant and Equipment to Other Receivables and $757,040 was transferred from Prepaid expenses to Other Receivables, representing amounts paid on construction in progress on behalf of the landlord in 2007 and 2008.  Such amounts will be offset against future years lease payments (Note 16).

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

At December 31, 2009 and 2008, property, plant and equipment consisted of the following:

		2009				2008
Building improvements		$	172,232			$	172,346
Buildings			2,307,550				2,309,072
Production equipment			656,423				617,806
Furniture, fixture and office equipment			366,868				271,867
Motor vehicles			187,308				187,432
			3,690,381				3,558,523
Less: Accumulated depreciation			(1,169,594	)			(915,501	)
		$	2,520,787			$	2,643,022

 

Depreciation expense is included in the consolidated statements of income.  For the year ended December 31, 2009 and 2008, depreciation expenses were $253,991 and $253,891, respectively.

 

 

F-16

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 6 - LAND USE RIGHT

 

Land use right consisted of the following:

		2009				2008
Land use right		$	939,575			$	-

Land use right represents prepaid lease payments to the Local Government for land use right held for a period of 50 years from Jan 20, 2009 to December 26, 2058 in Wuhan, People’s Republic of China.

Land use right is amortized using the straight-line method over the lease term of 50 years.  The amortization expense for the year ended December 31, 2009 was $17,569.

NOTE 7 – INTANGIBLE ASSETS

Patented technology represents a patent for the production of a component of the radiation treatment system.  The patent was applied prior to its injection to Shenzhen Hyper as a capital contribution.  Pursuant to the patent certificate, the patent was valid for 20 years from the application date, May 1999.  Therefore it was amortized over the rest of the valid patent period, which is the estimated remaining useful life.

Software is utilized in the production of medical equipment and is amortized over its estimated useful life.

For the year ended December 31, 2009 and 2008, amortization expense was $82,483 and $81,236.

NOTE 8 – ACCRUED LIABILITIES AND OTHER PAYABLES

At December 31, 2009 and 2008, accrued liabilities and other payables consisted of the following:

		2009				2008
Accrued expenses		$	365,923			$	327,224
Accrued payroll and welfare			188,125				376,303
Value added tax, other taxes payable and surcharges			1,121,406				686,229
Customer deposits			1,185				28,888
		$	1,676,639			$	1,418,644

 

NOTE 9 – NON-CONTROLLING INTEREST

Non-controlling interest represents the share of 25% equity interest of Shenzhen Hyper owned by Shenzhen OUR International Limited.

 

 

F-17

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

NOTE 10 –AMOUNTS DUE TO RELATED PARTY

Amounts due to related party at December 31, 2009 and 2008 represents the remaining balance due to Clear Honest International Limited pursuant to the 2007 share redemption as well as advances related to the acquisition of Changdu Huiheng.

NOTE 11 – EQUITY AND RETAINED EARNINGS

 

(a)         Capital

The Company has authorized 74,000,000 shares of Common stock.  As of December 31, 2009, 23,635,290 shares were issued and 13,935,290 shares were outstanding.

The Company has authorized 1,000,000 shares of Preferred stock, with 300,000 shares designated as Series A convertible preferred stock.  As of December 31, 2009, 220,467 shares were issued and outstanding with a liquidation preference of $8,267,513.

During 2008, the Company modified the terms of its Series A Convertible Preferred Stock.  The modifications:

-

removed the redemption provisions,

-

revised the dividend provisions whereby dividends are only payable on a liquidation event and would not be payable in the event of a voluntary conversion or an automatic conversion on a qualifying public offering,

-

authorized stock dividends as long as the preferred stock conversion ratio is adjusted, and

-

revised the automatic conversion provisions in the event of a public offering

The Company has classified the preferred stock as permanent equity.

Acquisition of Changdu Huiheng

In July 2006, Mr. Hui Xiaobing, the sole owner of Changdu Huiheng, established Allied Moral Holdings, Ltd. (“Allied Moral”) in the British Virgin Islands as a holding company to facilitate investments by foreign investors.  Allied Moral then purchased 100% of the ownership interests of Changdu Huiheng.

Private placement

In February 2007, Allied Moral issued 2,666,666 shares of its Series A preferred stock at stated value of $3.75 per share for gross proceeds of approximately $10,000,000.  Net proceeds to the Company after deducting offering expenses, resulted in a capital contribution of $9,115,357.

Reverse merger

Prior to the share exchange in 2007, Mill Basin had 10,150,000 shares of its common stock outstanding.  In contemplation of the share exchange, Mill Basin shareholders contributed 9,700,000 common shares to treasury, resulting in 450,000 shares of Mill Basin’s common stock outstanding immediately prior to the share exchange.  Taking into account the 13,000,000 shares of Mill Basin common stock issued for the exchange with Allied Moral’s shareholders, Mill Basin then had 13,450,000 shares of common stock issued and outstanding, of which 13,000,000 (96.65%) shares were held by Allied Moral’s former shareholders, with the balance being held by Mill Basin shareholders.  In addition, following the completion of the share exchange, 266,666 shares of Series A Preferred Stock were issued and outstanding, all of which were held by former holders of Allied Moral’s Series A Convertible Preferred Stock.

 

 

F-18

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

 

NOTE 11 – EQUITY AND RETAINED EARNINGS (…/Cont’d)

(a)          Capital (…/Cont’d)

Preferred stock - Certificate of correction

In September 2007, Huiheng filed a Certificate of Correction to correct the Certificate of Designation of the Series A Preferred Stock.  The filing corrected the initial Conversion Price of the Preferred Stock from $3.75 to $3.57 per share and corrected the initial conversion rate from 10.0 to 10.5042 shares of common stock for each share of Series A Preferred Stock.

Series A Conversion

During 2008, certain shareholders of the Series A Preferred Stock converted a total of 37,533 shares into common stock, at a rate of 1 share Series A Preferred stock to 10.5042 shares common stock resulting in the issuance of 394,254 shares of common stock.

During 2009, certain shareholders of the Series A Preferred Stock converted a total of 8,666 shares into common stock, at a rate of 1 share Series A Preferred stock to 10.5042 shares common stock resulting in the issuance of 91,036 shares of common stock.

(b)         Retained Earnings

As of December 31, 2009, the Company established and segregated in retained earnings an aggregate amount for the Statutory Surplus Reserve and the Statutory Common Welfare Fund of $1,310,516.

Statutory surplus reserve

In accordance with PRC Company Law, Changdu Huiheng is required to appropriate at least 10% of the profit to the statutory surplus reserve.  Appropriation to the statutory surplus reserve by Changdu Huiheng is based on profits arrived at under PRC accounting standards for business enterprises for each year.

The profit arrived at must be set off against any accumulated losses sustained by Changdu Huiheng  in prior years, before allocation is made to the statutory surplus reserve.  Appropriation to the statutory surplus reserve must be made before distribution of dividends to owners.  The appropriation is required until the statutory surplus reserve reaches 50% of the stockholders’ equity.  This statutory surplus reserve is not distributable in the form of cash dividends.

 

 

F-19

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

 

NOTE 12 - SEGMENT REPORTING

The Group has two reportable segments: products and services.

The following table presents information about the Company’s operating segments for the year ended December 31, 2009 and 2008:

										Annual % change
		2009				2008
Revenues:
Products		$	3,456,193			$	5,619,870				-38.50	%
Services			5,922,386				5,515,422				7.38	%
Other			1,253,747				1,158,349				8.24	%
		$	10,632,326			$	12,293,641				-13.51	%
										Annual % change
		2009				2008
Operating income:
Products		$	1,652,118			$	3,287,787				-49.75	%
Services			5,269,992				4,895,555				7.65	%
Other			1,253,748				1,158,349				8.24	%
			8,175,858				9,341,691				-12.48	%
Corporate expenses			(4,049,358	)			(4,696,892	)			-13.79	%
Operating income		$	4,126,500			$	4,644,799				-11.16	%

 

Other revenue consists principally of government financial subsidies to Changdu Huiheng and reversal of allowance for doubtful accounts.

 

 

F-20

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

 

NOTE 13 – INCOME TAXES

Huiheng Medical, Inc. is a non-operating holding company.  All of the Company’s income before income taxes and related tax expenses are from PRC sources.  The Company’s PRC subsidiaries file income tax returns under the Income Tax Law of the People’s Republic of China concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws.

Income tax expense for the years ended December 31, 2009 and 2008 was $671,078 and $774,259, respectively.

As Changdu Huiheng, Huiheng’s subsidiary, is located in the western area in the PRC and is within the industry specified by relevant laws and regulations of the PRC, the tax rate applicable to Changdu Huiheng is 12% (2008: 10%).

Wuhan Kangqiao is a high-tech enterprise with operations in an economic-technological development area in the PRC.  Therefore, the applicable tax rate is 25%.

Shenzhen Hyper is a high-tech manufacturing company located in the Shenzhen special economic region.  Therefore, the applicable tax rate is also 18%.  According to local tax regulation, Shenzhen Hyper is entitled to a tax-free period for the first two years, commencing from the first profit-making year and a 50% reduction in state income tax rate for the next six years.

A reconciliation of the expected income tax expense to the actual income tax expense for the year ended December 31, 2009 and 2008 are as follows:

		2009				2008
Income before income taxes		$	4,124,863			$	4,639,731
Expected PRC income tax expense at statutory tax rate of 25% (25%)			1,031,216				1,159,933
Non-deductible expenses			347,710				184,497
Others			-				187,761
Tax rate differences			(707,848	)			(757,932	)
Actual income tax expense		$	671,078			$	774,259

The PRC tax system is subject to substantial uncertainties and has been subject to recently enacted changes.  The interpretation and enforcement of which are also uncertain.  The Company remains open to examination by the major jurisdictions to which the Company is subject to, in this case, the PRC tax authorities.

No deferred tax liability has been provided as the amount involved is immaterial.

NOTE 14 – CONCENTRATION OF CREDIT RISK

Customers concentrations

Two customers accounted for 90% and three customers accounted for 84% of Revenue for the years ended December 31, 2009 and 2008, respectively.  These customers also accounted for 83% and 89% of accounts receivable as of December 31, 2009 and 2008, respectively.  As a result, a termination in relationship with or a reduction in orders from any of these customers could have a material impact on the Company’s results of operations and financial condition.

 

F-21

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HUIHENG MEDICAL, INC.

Notes to the Consolidated Financial Statements

December 31, 2009

 

NOTE 14 – CONCENTRATION OF CREDIT RISK (…/Cont’d)

Other credit risks

As of December 31, 2009, all of the Company’s cash and cash equivalents were held by major financial institutions located in the PRC, none of which were insured or collateralized.  However, management believes those financial institutions are of high credit quality and has assessed the loss arising from the non-insured cash and cash equivalents from those financial institutions to be immaterial to the consolidated financial statements.  Therefore, no loss in respect of the cash and cash equivalent were recognized as of December 31, 2009.

NOTE 15 - FOREIGN OPERATIONS

Operations

All of the Company’s operations are carried out and all of its assets are located in the PRC.  Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC.  The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency fluctuation and remittances and methods of taxation, among other things.

Dividends and reserves

Under laws of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following: (i) cumulative prior years’ losses, if any; (ii) allocations to the “Statutory Surplus Reserve” of at least 10% of net income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s equity; (iii) allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company’s “Statutory Common Welfare Fund,” which is established for the purpose of providing employee facilities and other collective benefits to employees in China; and (iv) allocations to any discretionary surplus reserve, if approved by equity owners.

NOTE 16 - OPERATING LEASE COMMITMENTS

As of December 31, 2009, the total future minimum lease payments under non-cancellable operating leases in respect of premises are $5.02 million (RMB34.2 million), which was based on the closing rate as of December 31, 2009.  The amounts payable are as follows:

December 31
2010		$	281,236
2011			281,236
2012			281,236
2013			281,236
2014			281,236
Thereafter			3,609,200
TOTAL		$	5,015,380

 

 

F-22

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