UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A


Amendment
No. 1





(Mark
One)


x
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934





For
the Fiscal Year Ended December 31, 2008





o
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For
the transition period from _________ to __________





Commission
file number: 000-27159




SUNWAY GLOBAL
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            65-0439467(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (IRS
      Employer Identification
              No.)





Daqing Hi-Tech Industry
Development Zone


Daqing, Heilongjiang, Post
Code 163316


People’s Republic of
China




(Address
of principal executive offices)





86-459-604-6043


(Registrant's
telephone number, including area code)





(Former
name, former address and former fiscal year, if changed since last
report)





Copies
to:


Marc
Ross, Esq.


Sichenzia
Ross Friedman Ference LLP


61
Broadway


New York,
New York 10006


Phone:
(212) 930-9700


Fax:
(212) 930-9725





Securities
registered under Section 12(b) of the Exchange Act: None.


Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value
$.0000001





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act Yes x No o


(COVER
CONTINUES ON FOLLOWING PAGE)







Indicate
by check mark whether the Registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x
No o





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b2 of the Exchange Act.





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
      (Do not check if a smaller reporting company)
            Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No x





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.





Note – If a determination as
to whether a particular person or entity is an affiliate cannot be made without
involving unreasonable effort and expense, the aggregate market value of the
common stock held by non-affiliates may be calculated on the basis of
assumptions reasonable under the circumstances, provided that the assumptions
are set forth in this Form.




The
aggregate market value of the voting and non-voting common stock of the issuer
held by non-affiliates as of March 24, 2009 was approximately $1,742,906 based
upon the closing price of the common stock of $3.50 as quoted by Nasdaq OTC
Bulletin Board on June 30, 2008.





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:




Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.  Yes o
No o





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)




Indicate the number of
shares outstanding of each of the registrant’s classes of common stock, as of
the latest practicable date.





As of
March 24, 2009, there were 18,499,736 issued and outstanding shares of the
issuer’s common stock.





DOCUMENTS
INCORPORATED BY REFERENCE




List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.  The listed documents should be
clearly described for identification purposes (e.g. annual report to security
holders for fiscal years ended December 24, 1980).




2





Explanatory
Note





We are
amending our Annual Report on Form 10-K for the year ended December 31, 2008
solely to include revisions in Item 9A, Controls and Procedures and Item 13, Certain Relationships And Related Transactions,
And Director Independence.  This amendment includes only Item 9A, Item
13, the signature page and paragraphs 1, 2, 4 and 5 of the certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibits 31.1 and
31.2).




ITEM
9A. CONTROLS AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures





The
Company maintains a set of disclosure controls and procedures designed to ensure
that information required to be disclosed by the Company in the reports filed
under the Securities Exchange Act, is recorded, processed, summarized and
reported within the time periods specified by the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that this
information is accumulated and communicated to the Company's management,
including the Company's chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.




During
the course of internal evaluation, our accounting staff found misstatements in
our previously reported financial statements for the fiscal year ended December
31, 2007 that required correction, relating to the improper use of exchange
rates for shareholders’ equity items, which resulted in an overstatement of
Series A Convertible Preferred Stock by $18, additional paid-in capital by
$253,482, statutory reserves by $37,309, retained earnings by $128,861, and the
understatement of accumulated other comprehensive income and foreign currency
translation by $419,670 and $47,296 respectively for the year ended December 31,
2007.





Moreover,
during the course of internal evaluation, there was a reclassification of
restricted cash $491,049 from current asset to non- current asset and there was
a correction for the basic and diluted weighted average number of common stock
from 223,653 to 223,658 and from 14,814,953 to 14,814,958 respectively for the
year ended December 31, 2007.





Finally,
during the course of internal evaluation, the Company’s management determined
that it was necessary to (i) restate consolidated balance sheets, consolidated
income statements, consolidated statements of stockholders’ equity and
consolidated statement of cash flows and accompanying notes and text for the
first quarter 2008 as a result of improper use of exchange rates of
shareholders’ equity items and the inclusion of the financial figures of
expenses incurred in the Company’s acquisition of Beijing Sunway, a wholly-owned
subsidiary; (ii) restate the diluted weighted average number of common stock
because of the exclusion of the dilutive effects of the Series A and B
Convertible Preferred Stock and Warrants A, B, C, D and J; (iii) reclassify
restricted cash from current asset to non-current asset and the items in selling
expense and general and administrative expenses; and (iv) clarify principles of
consolidation, accounting policies of revenue recognition and expected warranty
liabilities and the notes of organization and principal activities, amount due
from a director, Series B Convertible Preferred stock and associated warrants,
earnings per share and segment information.





Based
upon their evaluation as of the end of the period covered by this annual report,
the Company's chief executive officer and chief financial officer concluded
that, because of the significant deficiencies in internal control over financial
reporting described below, the Company's disclosure controls and procedures are
not effective as of December 31, 2008.





Management’s
Report on Internal Control over Financial Reporting





The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting. The Company’s internal control system
was designed to provide reasonable assurance to our management and Board of
Directors regarding the preparation and fair presentation of published financial
statements.




3





We
engaged PricewaterhouseCoopers (“PwC”) to assist the Company in improving the
internal control system based on COSO internal control
framework.  Management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2008.  In
making this assessment, we used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control – Integrated Framework.  During our assessment of the
effectiveness of internal control over financial reporting as of
December 31, 2008, Management identified significant deficiencies related
to the following:




1. Accounting and Finance
Personnel Weaknesses - US GAAP expertise - The current staff in
the accounting department is relatively new and inexperienced, and needs
substantial training so as to meet with the higher demands of being a U.S.
public company. The accounting skills and understanding necessary to fulfill the
requirements of U.S. GAAP-based reporting, including the skills of subsidiary
financial statements consolidation, are inadequate and were inadequately
supervised. The lack of sufficient and adequately trained accounting and finance
personnel resulted in an ineffective segregation of duties relative to key
financial reporting functions.




2. Lack of internal audit
function - The Company lacks qualified resources to perform the internal
audit functions properly.  In addition, the scope and effectiveness of
the internal audit function are yet to be developed.





The
matters described above were the direct result of a lack of resources and
accounting personnel. We have taken measures and plan to continue to take
measures to remediate these deficiencies as soon as practicable. We have
implemented the following measures to remediate the deficiencies:





1. Hiring
additional accounting and operations personnel, as needed, and reorganizing the
accounting and finance department to ensure that accounting personnel with
adequate experience, skills and knowledge relating to complex, non-routine
transactions are directly involved in the review and accounting evaluation of
our complex, non-routine transactions.





2.
Requiring senior accounting personnel and the principal accounting officer to
review complex, non-routine transactions to evaluate and approve the accounting
treatment for such transactions.





3.  Interviewing
prospective new Directors for our Board, including a member who is appropriately
credentialed as a financial expert with a goal to establish both an Audit and
Compensation committee as well as sufficient independent Directors.





We
believe that the foregoing steps will remediate the significant deficiencies
identified above, and we will continue to monitor the effectiveness of these
steps and make any changes that our management deems appropriate.




Management
believes that these deficiencies do not amount to a material
weakness.  Therefore, our internal controls over financial reporting
were effective as of December 31, 2008.





A
material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented
or detected on a timely basis. A significant deficiency is a deficiency, or a
combination of deficiencies, in internal control over financial reporting that
is less severe than a material weakness, yet important enough to merit attention
by those responsible for oversight of the company's financial
reporting.




Our
management is not aware of any material weaknesses in our internal control over
financial reporting, and nothing has come to the attention of management that
causes them to believe that any material inaccuracies or errors exist in our
financial statements as of December 31, 2008.  The reportable conditions
and other areas of our internal control over financial reporting identified by
us as needing improvement have not resulted in a material restatement of our
financial statements. Nor are we aware of any instance where such reportable
conditions or other identified areas of weakness have resulted in a material
misstatement of omission in any report we have filed with or submitted to the
Commission. Accordingly, we believe that our financial controls were
effective.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.





This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this Annual Report.




4





Changes
in Internal Control over Financial Reporting





Other
than as disclosed above, no changes in the Company's internal control over
financial reporting have come to management's attention during the Company's
last fiscal quarter that have materially affected, or are likely to materially
affect, the Company's internal control over financial reporting. After hiring
PwC to enhance the internal control system, the internal control over financial
reporting is also included in this process. No final report has been received
yet. Should PWC make anyone proposals to enhance the Company’s internal control
over financial reporting such proposals will carefully be considered by the
Company, and we will disclose the changes that we may execute to improve our
internal control system.





Limitations
on Controls





Management
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will prevent or detect all error and fraud. Any
control system, no matter how well designed and operated, is based upon certain
assumptions and can provide only reasonable, not absolute, assurance that its
objectives will be met. Further, no evaluation of controls can provide absolute
assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, within the Company have been
detected.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





Certain
Relationships and Related Transactions





Except as
in the transactions set forth below, there have been no material transactions
during the past two years between us and any officer, director or any
shareholder owning greater than 5% of our outstanding shares, or any of their
immediate family members:




As of the
beginning of fiscal year 2008, $585,678 was due from Beijing Sunway New-Force
Medical Treatment Tech Co., Ltd. (“Beijing Sunway”), a related company in which
Liang Deli, a director of Sunway Global, held a 44% equity interest prior to
March 2008 shareholder. All of this loan was paid off in March
2008.





As of the
beginning of fiscal year 2008 and as of December 31, 2008, a nominal amount of
$830, was due from Rise Elite, a related company owned by Liu Bo, our chief
executive officer and chairman of the board of directors, and Liang Deli, a
director.





As of the
beginning of fiscal year 2008, $1,028,474 was due from Liu Bo for the proposed
development of representative offices in Beijing, Hang Zhou, Xi’an &
Shanghai. This loan was paid off in June 2008 and as of December 31, 2008, no
amounts were outstanding.





On March
16, 2008, SWT acquired Beijing Sunway as its wholly-owned
subsidiary.  SWT acquired all of the outstanding shares of Beijing
Sunway from the three owners of Beijing Sunway, Liang Deli, Sun Xitao, and Yao
Liyan, for the purchase price of RMB1,000,000 (approximately
US$145,000).  Mr. Liang also serves as a director of the
Company.





Beijing
Sunway was incorporated in Beijing, PRC on May 24, 2007, and is primarily
engaged in the sale of medical equipment manufactured by Sunway. It was
incorporated with the proceeds of a loan from the Company in the amount of RMB3,
992,229 borrowed by Mr. Liang, Mr. Sun, and Ms. Yao, in the first quarter of
2008. The loan was unsecured, interest free and repayable on demand, and was
held by Mr. Liang, Mr. Sun and Ms. Yao on Beijing Sunway’s behalf for the
purpose of proposed developments of representative offices for the Company in
various locations in China so as to provide for a better working capital
arrangement for the Company. As of March 26, 2008, the loan has been
repaid.




Director Independence





The
Company currently has two directors, Liu Bo and Liang Deli. Neither director
qualifies as an “independent” director as that term is defined under the
National Association of Securities Dealers Automated Quotation system. Our
company, however, recognizes the importance of good corporate governance and
intends to appoint an audit committee comprised entirely of independent
directors, including at least one financial expert, during our 2009 fiscal
year.




5





SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




SUNWAY
      GLOBAL INC.January
      15, 2010
            By:
            /s/
      Liu BoLiu
      BoChief
      Executive Officer and Chairman (principal executive
    officer)





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Name
            
            Title
            
            Date/s/
      Liu Bo
            
            Chief
      Executive Officer and
              Chairman
      of the Board of Directors
            
            January
      15, 2010Liu
      Bo/s/
      Samuel Sheng
            
            Chief
      Financial Officer (principal financialand accounting
      officer)
            
            January
      15, 2010Samuel
      Sheng/s/
      Liang Deli
            
            Director
            
            January
      15, 2010Liang
      Deli




6