UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K





(Mark One)


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


ACT OF 1934





For the Fiscal Year Ended December 31, 2010





oTRANSITION 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)





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 pursuant to Section 12(b) of the 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 preceding 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


oYes     oNo





Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405of this chapter) 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





The aggregate market value of the voting and non-voting common stock of the issuer held by non-affiliates computed by reference to the price at which the common stock was sold as of the June 30, 2010 was approximately $18,124,395.60.





As of April 11, 2011, there were 18,499,736 issued and outstanding shares of the issuer’s common stock.









TABLE OF CONTENTS





PagePART IItem 1.
BUSINESS

3Item 1A
RISK FACTORS

12Item 1B
UNRESOLVED STAFF COMMENTS

22Item 2.
PROPERTIES

22Item 3.
LEGAL PROCEEDINGS

23Item 4.
(REMOVED AND RESERVED)

23PART IIItem 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

24Item 6
SELECTED FINANCIAL DATA

24Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

24Item 7A
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

29Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

30Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANC

32Item 9A.
CONTROLS AND PROCEDURES

32Item 9B.
OTHER INFORMATION

34PART IIIItem 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

34Item 11.
EXECUTIVE COMPENSATION

37Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

38Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

39Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

40PART IVItem 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES

40SIGNATURES

42




2





FORWARD LOOKING STATEMENTS





In this annual report, references to “Sunway Global,” “Sunway,” “SUWG,” “the Company,” “we,” “us,” and “our” refer to Sunway Global Inc.





This Annual Report on Form 10-K (including the section regarding Management's Discussion and Analysis or Plan of Operation) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.





Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our Management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risks Related to Our Business" below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission ("SEC"). Our electronic filings with the United States Securities and Exchange Commission (including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports) are available free of charge on the Securities and Exchange Commission’s website at http://www.sec.gov. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.





We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.





PART I





ITEM 1.             BUSINESS.





Our Business





As a result of the consummation of a reverse merger, discussed below, we are engaged in the business of designing, manufacturing and selling logistic transport systems and medicine dispensing systems and equipment. Our principal product is a pneumatic tube logistic transport system used in hospitals and other medical facilities.





Our customers are primarily hospitals and medical appliance companies in the People’s Republic of China (the “PRC”). As the market for pneumatic transport systems (“PTS”) and medicine dispensing system (“SADP”)are still an emerging market, official data about the industry in general and competition in particular have not been readily available. Based on information we have collected from bids, the internet and other market intelligence, it is our estimate that among the hospitals that have adopted pneumatic transport systems and medicine dispensing system in China, we were the supplier to the largest number of hospitals in2005, 2006, 2007, 2008 and 2009. In 2005, we sold 1,105 units PTS to 43 hospitals and medical facilities and recognized revenue of $5,047,365. In 2006, we sold 1,930 units PTS to 65 hospitals and medical facilities and recognized revenue of $8,914,139. In 2007, we sold 2,575 units PTS to 87 hospitals and medical facilities and recognized revenue of $11,865,138. In 2008, we sold 3,669 units PTS and 5 units SADP to 96 hospitals. In 2009, we sold 2,279 units PTS and 11 units SADP to 52hospitals.  In 2010, we sold 3,871 units PTS to 76 hospitals and 25 units SADP to   hospitals. We sold our products both directly, through our sales employees and direct sales office and indirectly, through nineteen domestic independent sales agents and a European sales agent. Our sales network covers Beijing, Shanghai, Guangzhou, Xi’an, Chongqing and 22 other provinces in the PRC.





We generate our revenues from sales in five product categories: Type A workstations, Type B workstations, Type C workstations, SADP and spare part. The PTS have the same function and price but with different product designs. Having three types of workstations enables us to provide more options and flexibility to our customers to accommodate their aesthetic taste, space restrictions and other requirements.


3





About Us





We are a Nevada corporation which was formed on October 18, 1971. Prior to June 6, 2007, we were a shell company. On June 6, 2007, we consummated (i) a reverse merger transaction, in which we acquired control over an operating company in the PRC and (ii) a private sale of our restricted stock, in which we received an aggregate of $6.7 million of financing. Through these transactions, we ceased to be a shell company and, through our subsidiaries, entered into the business of manufacturing and selling logistic transport systems and medicine dispensing and system in the PRC.




On June 6, 2007, we acquired World Through Limited, a British Virgin Islands Corporation (“WTL”) through a share exchange transaction with WTL and Rise Elite International Limited (“Rise Elite”), a company incorporated under the laws of the British Virgin Islands and the owner of 100% of the outstanding voting stock of WTL. WTL owns all of the stock of Sunway World Through Technology (Daqing) Co., Ltd. (“SWT”), a wholly foreign-owned enterprise (“WFOE”) organized under the laws of the PRC. SWT has a series of contracts with our operating company, Daqing Sunway Technology Co., Ltd. (“Daqing Sunway”), a company organized under the laws of the PRC, which gives it control over Daqing Sunway’s business, personnel and finances as if it were a wholly owned subsidiary of SWT. The transaction was structured in this way because PRC regulations require that Daqing Sunway be acquired for cash and the natural person in control of WTL was unable to raise sufficient funds to pay the full value for Daqing Sunway’s shares of assets in cash prior to the acquisition.





As contemplated by the reverse merger and approved by a majority of shareholders on June 28, 2007, the Company effected a 86.3035-for-one reverse split of its common stock that took effect on February 7, 2008.





Also on February 7, 2008, we changed our name from National Realty and Mortgage, Inc. to Sunway Global Inc.





On March 16, 2008, SWT acquired Beijing Sunway New-force Medical Treatment Tech Co., Ltd. (“Beijing Sunway”) as its wholly-owned subsidiary.  Beijing Sunway was incorporated in Beijing, PRC on May 24, 2007.





On January 16, 2009, WTL acquired Qingdao Liheng textiles co., Ltd.(“Liheng”) as its wholly-owned subsidiary, Liheng was incorporated in Qingdao, PRC on June 6, 2003.





The current structure of the Company and its subsidiaries is set forth below:







4





The Company, through its subsidiaries and Daqing Sunway, is now in the business of designing, manufacturing and selling logistic transport systems and medicine dispensing systems and equipment.





Description of Our Products and Services





Medical Transport Systems





The Company’s principal product has been the SUNTRANS-160 pneumatic tube transport system (“PTS”) used in hospitals and medical facilities. Pneumatic tube material transport systems are used in over 140 countries throughout the world with many of the systems used in hospitals and medical facilities. Our annual PTS sales in 2004, 2005, 2006, 2007, 2008, 2009 and 2010 were 785, 1,105, 1,930, 2,575, 3,669, 2,279 and 3,871 units (each unit consists of one workstation in a PTS), respectively. The average price of our PTS is approximately $154,850 (consisting of 30 workstations on average).





Our PTS transports small materials weighing up to five kilograms in capsules at high-speed through a network of tubing and transfer units that connect hundreds of working departments of a hospital, including nurse stations, operation departments, medicine dispensing centers, testing centers and disinfection stations, each designated as a user workstation. The high speed transmission of the materials in the tubing network is through pneumatic air flow powered by air compressors and the path of a capsule can be switched and redirected through transfer units. Typical applications for our PTS are the transport of items from a user workstation to another user workstation at a users’ request.





Our PTS provides two-way carrier travel between send/receive user workstations through a single interconnecting tube. It can deliver anything that fits in a capsule to a remote location - even on different floors or in other buildings - in a few seconds at speeds up to 8 meters per second on a stream of compressed air in the transmission tubes. Capsules can be transmitted up to 1,800 meters horizontally and 120 meters vertically. Each pneumatic tube transport system can have up to eight sub-systems with up to 64 send/receive workstations under control by each sub-system.





The control units for user workstations and transfer units contain self-diagnostic and troubleshooting software. When an operating error occurs, the applicable control unit will send error message to each user workstation and the system control center. When a receiving user workstation malfunctions, the system will automatically return the transmission carrier to its originating user workstation.





A PTS primarily consists of send/receive user workstations, transfer units, tubing network, capsules, air compressors, system blower and system control centers.





User Workstations





User Workstations are combined sending and receiving units that send and receive capsules carrying the items transported. Each workstation has an easy-to-use control panel equipped with a 5-inch LCD screen. It displays the real-time operating status of all workstations, capsules, transfer units and air compressors throughout a PTS and also monitors capsules in transit, indicates the sequence of transport requests and displays destinations of a transport. It has a heightened security system that can discern and prevent the entry of any foreign items that are not requested to be transported by the system. Each workstation has a voice function that announces the arrival of a capsule as well as its originating workstation. When error occurs in one user workstation, such user workstation can automatically shut down without interfering with the operation of other user workstations.





Transfer Units





Transfer units are switching devices used at branching points in a tubing system to direct and redirect the path of a capsule from one route into another route until it gets to its final destination.


5


Tubing network





The tubing and bends in a PTS are made from strong, lightweight, non-corroding, dent-resistant U-PVC that can withstand adverse exterior weather conditions as well as a numerous harsh conditions between buildings, through existing utilities and underground. Generally, the diameter of a straight tube is 160mm and the radius of a bend is 850 mm and the tube wall is 3.2mm thick.





System Control Centers





A system control center consists of one computer that controls the control units of all other components of the PTS connected through communication cables, and it configures the sub-systems, monitors system operations and troubleshoots system errors. It has a graphical user interface, dynamic system monitoring and administration, real-time tracking of capsules, event reporting and self-diagnostic systems and a security system to prevent unauthorized use. The system control centers can also store current and historical transport data and instructions entered into the system, which can be retrieved for research and other purposes. In the event of a system shut-down due to a blackout, the system can resume operation without losing any data or instructions and complete transport requests given prior to the shut-down when the power supply resumes.





Capsules





Capsules are the transporting “vehicle” for medical items within the hospital. A capsule is a tube-like bottle made from transparent Plexiglas with leak-resistant caps at both ends. Each capsule can carry a load weigh up to five kilograms.





Air Compressors and System Blower





Air compressors and the system blower compress and pressurize air which creates pneumatic force that moves capsules through the tubing system.





Execution and Transmission Flow of a Transport Request





A transport request is typically executed as follows: At an originating user workstation, a user places the item to be transmitted in a capsule and puts the capsule in the input basket of the originating user workstation. The user then enters a transmission request on the control panel of the workstation for the capsule to be delivered to another designated user workstation. The request will then be transmitted to the system control center. Upon receipt of the transmission request, the system control center will check whether there is any item currently in transit in the applicable route. If not, the system control center will instruct the originating user workstation to allow the capsule to enter the tube. Upon the capsule’s entry into the tube, the air compressor and system blower will be turned on. The system blower will provide vacuum to suck the capsule into the transfer unit and the transfer unit will then switch to the path leading to the destination workstation. The system blower will then provide positive pressure in the tube that will carry the capsule to its destination. Upon arrival of the capsule at the destination workstation, the destination workstation will automatically release the capsule into its output basket. At the same time, the destination workstation will make a voice announcement to alert the arrival of the capsule and the system control center records and stores all the information regarding the transport operation.





Installation





Send/receive workstations with built-in air compressors can sit on desks or tables, or mount easily in a minimum of space on walls, building columns, or any convenient flat surface, without using prime locations. Tubing may be installed indoors or outdoors and fire prevention measures can be added. Our outdoor installation utilizes antifreeze and is waterproof. Tubes can be installed through floors and walls with fireproof insulation casing.





Our PTS has three types: Type A Workstations, Type B Workstations and Type C Workstations. The three types of workstations are priced the same with similar functions. The differences between the three types lie in the mechanism of sending and receiving items as well as size and method of installation. Having three types of workstations enables us to provide more options and flexibility to our customers to accommodate their aesthetic taste, space restrictions and other requirements.


6


Medicine Dispensing Systems





We have developed a new medicine dispensing system (“SADP”) primarily for hospital use, which we launched commercially in the first quarter of 2008. Our SAPD is a computerized system that can automatically fill medical prescriptions for oral medications in single or multiple dosages with high efficiency. Based on the prescriptions entered into the system by pharmacists, the system automatically dispenses and packages the prescribed amount of medication with printed labels that provides a patient’s name, location in the hospital, hospital bed identification, name of medication, quantity of medication and instructions for taking the medication. The prescription information can be stored in medicine dispensing system for up to one year for future reference. Each medicine dispensing system is connected with hospital computer network and can retrieve information from the network when necessary. Our SADP is capable of dispensing and packaging up to 60 prescriptions in one minute and can fill the prescriptions and package medication for 500 patients based on three doses per day in approximately 30 minutes. Our annual SADP sales in 2008, 2009 and 2010 were 5, 11 and 25 units, respectively. The average price of our SADP is approximately $101,350.





Each of our SADPs has the capacity to house between 240 to 500 medicine storage bins, which allows for the dispensing and packaging of between 240 and 500 different types of medication at any given time. Each medicine storage bin has a CPU which controls the precise dosage dispensed in accordance with the prescription. The interior of the medicine storage bins are specifically designed to hold different types of medications based on the specifications provided by hospitals. Our SADP also comes with a back-up medicine bin which can house up to 40 different types of medications. When a medication that is not stored in any of the storage bins is prescribed or if a non-standard dosage of a medication is prescribed (for example, one-half of a tablet may be prescribed), a pharmacist can mix and prepare the medication and place it in the back-up medicine bin for dispensing by our SADP system together with the rest of the prescribed medication.





The central control system controls of an SADP monitors the operating status of each storage bin. It also automatically recognizes and tracks the locations to which each medication was transmitted and the quantities of medication in each bin. Pharmacists can give operate the SADP with its touch screen.





Medical treatment mistakes are often caused by human errors made by medical professionals in prescribing and dispensing medicine because of lack of historical information on patients and the medication that the patients have been taking. We believe that the SADP, which retains information about patients medications can help reduce the number of such errors. In Europe and the United States, approximately 80% of hospitals already use some form of automatic drug dispensation system. However, the use of such systems has just started in the PRC.





Manufacture and Quality Control





We manufacture the main components of our products, such as tube diverters and pneumatic direction diverters, in our own facility. We outsource the manufacturing of certain other parts such as workstations. We assemble all the components and parts into finished products. In choosing our suppliers, we focus on the quality of raw material supplied. We conduct our manufacturing procedures and quality testing based on ISO 9000 or CE Quality Standard and ISO Environmental Standards. We have received ISO 9000 certification since August 2004.





We usually provide a standard 12-month product warranty to our customers. During the warranty period, we replace defective products for our customers without charge.





Our Product/Marketing Strategy





Our product/marketing strategy focuses on using our human resources and intellectual capital to design new and better hardware and software products with a variety of applications for many markets. Currently, we are focused on logistics products for the hospital and medical markets, but believe that we can expand into other markets.





Implementing our product/marketing strategy involves the following:





Expand and Strengthen Our Product Lines. Currently, we offer two main products: medical transport systems and medicine dispensing systems. We hope to leverage the existing technologies that we own and our technical expertise to expand our product offerings in developing new logistics products and new medical and hospital products.





Expand and Strengthen Our Markets for our Current Product Lines in the PRC and then outside of the PRC. Our medical transport systems and medicine dispensing systems are designed principally for hospital use. Currently, we are conducting research and development to expand the use of our products in banks, industrial companies and office buildings. We believe that our low cost structure that comes with operating in the PRC can allow us to expand into other countries and successfully compete based on our cost and price advantages.





Expand and Strengthen Our Distribution Network in the PRC and then outside of the PRC. We own the technologies used in our existing products, and therefore, our cost of sales and the prices for our products are lower than those of other companies which must pay licensing fees and royalties. As result, we have been able to capture significant market share in the PRC (approximately 50% of hospitals and medical facilities that use pneumatic tube systems). In order to leverage this strength, we will seek to build our own distribution service centers in strategic locations in the PRC.


7


Sales and Marketing





We sell our products directly through our sales employees and direct sales offices or indirectly through independent sales agents. As of the date of this report, we have nineteen domestic independent sales agents, one European sales agent and four direct sales office covering Beijing, Shanghai, Guangzhou, Chongqing, Xi’an and 22 other provinces, and 32 sales employees. Our sales agents purchase products from us and resell them at higher prices.





Materials and Suppliers





The principal supplies purchased for our business are composite panels, aluminum frames, micro processors and other IC chips, power supplies, LCD panels, fans, U-PVC tubes and equipment chassis. Except for LCD panels, which we purchase from Truly Semiconductors Limited, a Japanese manufacturer, we have at least two suppliers for each of the supplies we purchase for our business. We generally have long-term relationships with our suppliers but no written contracts with them as the materials we need are generally available in the market.





Customers





Our customers are primarily hospitals and medical appliance companies. The following table presents, for the periods indicated, our largest customers by revenue:


Percentage of SalesFiscal year ended December 31,Customers

2010


2009Customer H


7.31
%


6.93
%Customer I


8.03
%


6.46
%Customer A


7.13
%


7.68
%Customer B


8.03
%


8.15
%Customer D


8.10
%


7.09
%Customer E


7.27
%


9.09
%Customer F


9.96
%


9.29
%Total


47.73
%


54.69
%
 
 The payment terms of our standard sales agreement generally require a cash payment of 30% of the total purchase price within 5 days of the signing of the agreement, a cash payment of 30% of the total purchase price upon receipt of the products if there is no exterior damage to the products, a cash payment of 30% of the total purchase price upon installation, completion of testing, and acceptance of the products, and a cash payment of 10% the total purchase price after a year. The purchase price generally does notcontain shipping expenses. If a shipment is delayed in breach of a sales agreement, we are required to pay 1.0% of the total purchase price for each day delayed up to 10% of the total purchase price.
 
 Technology and Research and Development
 
 We have developed and own the intellectual property used in our products. Currently we hold thirteen PRC patents for our medical transport systems. In September 1999, Daqing Sunway was designated as a New-and-High-Technology Enterprise in Heilongjiang Province by the Science and Technology Commission of Heilongjiang Province.
 
 We have 15 full-time employees engaged in research and development (“R&D”) efforts. Our R&D personnel specialize in the fields of software development, electronic engineering, machinery design and manufacture, electronic information technology, communication technology and application, automatic control technology and optoelectronic technology. Most of our R&D personnel have more than 5 years’ experience in their fields of specialty. We also outsource certain software development projects to third party software developers.
 
 Currently, we are conducting R&D on products for use in banks, industrial companies and commercial use office buildings.
 
 For the fiscal years ended December 31, 2010 and 2009, respectively, we expended approximately $240,445 and $203,876 on R&D activities.
  8
 
 Competition and Competitive Advantages
 
 Pneumatic Transport System
 
 Our main competitors in the supply of PTS are Beijing ChuanshengWeiye Science Trade Co., Ltd., Hainan Lingjing Medical Purification Project Co., Ltd., and Beijing Ruize Network Co., Ltd. While we are both a manufacturer and distributor of our medical transport systems, our competitors are distributors of imported pneumatic transport systems. Among these companies, Hainan Lingjing Medical Purification Project Co., Ltd. is a distributor of Swisslog’s pneumatic force transportation products, and Beijing Ruize Network Co., Ltd. is a distributor for Sumetzberger GMBH, an Austrian company.
 
 As the market for pneumatic transport systems is still an emerging market in the PRC, official data about the industry in general, and competition in particular, have not been readily available. Based on the information we collected from competitive bids, the internet and other market intelligence, it is our estimate that among suppliers of pneumatic transport systems in the PRC, we were the supplier to the largest number of hospitals in the fiscal years ended December 31, 2010 and 2009 in Chinese Mainland.
 
 The following table sets forth our estimates, based on information we have collected from bids, the internet and other market intelligence, of the relative number of hospitals and medical facilities in the PRC supplied with pneumatic transport systems by us and our major competitors in 2009 and 2010:
 
 Time of PRC

Percentage of

PRC Hospitals

Adopting PTSName

Brand

Market Entry

2010


2009Sunway Global Inc.

Suntrans

2002


31
%


34
%Company A

Brand A

1999


1
%


4
%Company B

Brand B

1998


30
%


29
%Company C

Brand C

1996


28
%


20
%Company D

Brand D

2001


7
%


7
%Company E

Brand E

1999


3
%


6
%
 
 Medicine Dispensing Systems
 
 We introduced our medicine dispensing systems to the market in May 2007. Currently, we face competition from Japanese manufacturers, Yuyama Manufacturing Co., Tosho Co., Inc. and Sany Co., Ltd., and a South Korean company, JV Medi Co., Ltd., whose products are imported into the PRC and sold through distributors. Since the introduction of our medical dispensing system to the market in January 2008, we have received orders to purchase eight units. We have sold and delivered 25 units and 11 units SADP in 2010 and 2009 respectively.
 
 The following table sets forth our estimates, based on information we have collected from bids, the internet and other market intelligence, of the relative number of hospitals and medical facilities in the PRC supplied with medicine dispensing systems by us and our major competitors in 2010.
 
 Percentage of

PRC Hospitals

Adopting SADPName

Brand


2010Sunway Global Inc.

Suntrans



20
%Company A

Brand A



32
%Company B

Brand B



18
%Company C

Brand C



26
%Other

Other



4
%
 
 Competitive Advantages
 
 We believe that we have the following competitive advantages over our competitors:
  9
 
 Cost: We have cost advantages because we source our supplies domestically and our products are manufactured domestically using technologies developed by us. Our major competitors are domestic distributors of imported products that cost more in both materials and labor and, additionally, are subject to customs duties. As a result, our PTS is generally priced lower than our competitors’ products - our PTS is priced at approximately $154,850 per unit while our cost of sales is approximately $49,014 per unit, representing a gross margin of approximately 68.35%. We estimate that similar products of our competitors are priced at approximately $210,000 per unit. Our medicine dispensing system, which we launched in 2008, is priced at $101,349 per unit while our cost of sales is approximately $31,268, representing a gross margin of approximately 67.91%. We estimate that our competitors’ prices range from $151,900 to $189,900.
 
 Large Existing Customer Base and Customer Loyalty: As of the end of 2010, we estimate, based on information we have collected through competitive bids, internet research and other market sources, that we had an approximate 50% share in hospitals and medical facilities using pneumatic tube systems in the PRC market based on the number of hospitals and medical facilities that have adopted pneumatic tube transport systems in China, as compared to an approximate 20% for our largest competitor, Swisslog. Our large existing customer base, which includes approximately 268 hospitals as our end users, provides us an advantage in the marketing and sales of additional products and services, both because existing customers are an important source of new orders, and because we are frequently referred to new customers by our existing customers due to our cost advantage, localized technology and excellent service.
 
 Localized and Customized Technology: We are the only provider of PTS with localized interfaces in Chinese language specifically designed based on the needs of PRC customers. Daqing Sunway’s PTS is therefore more user friendly for Chinese speaking customers. Our competitors’ products are based on English language interfaces. As the general population in the PRC is not proficient in English, purchasers of our competitors’ products are required to employ highly educated and specially trained English speaking personnel to operate their systems, which represent an additional expense adding to their already higher prices. In addition, as the technologies used in our systems are developed by us, we have the capacity and flexibility to easily and quickly adapt our products to specific customer requirements and changing market trends.
 
 Extensive After-Sales Service Coverage: We believe that we are more accessible to our customers than our competitors because we are the only manufacturer in the PRC, as opposed to distributor, of pneumatic tube systems. As a manufacturer, we believe we are in a better position to provide pre-sale consultation and post-sale services than our competitors, all of which are distributors of imported systems. We are available to provide pre-sale consultation to help potential customers determine their specific needs and design their transportation networks using PTS, and post-sale services such as on-site diagnostic tests to identify and prevent any potential problems, and maintenance and repair services. Our competitors’ customers do not have such easy access to the manufacturers because they must rely on the distributors to provide that access indirectly. Often, parts needed for maintenance are not available in the PRC and must be ordered from overseas for replacement, with a lag time for delivery.
 
 Intellectual Property
 Patents
 
 Our products use patented technologies developed by us. Currently, we hold thirteen PRC patents used in our products. The following is a list of the patents we hold:
 No.

Certificate

No.

Issuer

Name of the Patent

Registered No.
Application

Date

Valid

Term1

523933

State Intellectual Property Office (SIPO)

Pneumatic tube material transport facility

ZL 01 2 71975 7
12/02/2001

102

532336

SIPO

Tube air flow direction converter

ZL 02 2 09902 6
1/22/2002

103

534389

SIPO

One type of tube direction converter

ZL 02 2 09901 8
1/22/2002

104

556112

SIPO

Pneumatic tube material transport sending and receiving box

ZL 02 2 73509 7
5/23/2002

105

275295

SIPO

Pneumatic tube material transport sending and receiving box (exterior design)

ZL 02 3 52960 1
5/23/2002

106

567890

SIPO

Pneumatic tube material transport air sender

ZL 02 2 73510 0
5/23/2002

107

655292

SIPO

Pneumatic tube material transport sending and receiving box of parallel changing mode

ZL 03 2 60602 8
9/24/2003

108

719650

SIPO

Self motivating rail car for material transport system

ZL 2004 2 0070058 5
7/28/2004

109

719482

SIPO

Car rail of material transport system

ZL 2004 2 0070057 0
7/08/2004

1010

732675

SIPO

Pneumatic tube material transport sending and receiving box of parallel changing mode

ZL 2004 2 0063538 9
10/11/2004

1011

743362

SIPO

Material flow tube router

ZL 2004 2 0063537 4
10/11/2004

1012

738892

SIPO

One type of tube air flow direction converter

ZL 2004 2 0063535 5
10/11/2004

1013

739042

SIPO

One type of tube direction converter

ZL 2004 2 0063536 X
10/11/2004

10
  10
  The PRC Patent Law was adopted by the National People's Congress, the parliament in the PRC, in 1984 and was subsequently amended in 1992 and 2000. The Patent Law aims to protect and encourage invention, foster application of inventions and promote the development of science and technology. To be patentable, an invention must meet three conditions: novelty, inventiveness and practical applicability. Certain items are not patentable under the Patent Law, which include scientific discoveries, rules and methods for intellectual activities; methods used to diagnose or treat diseases, animal and plant breeds or substances obtained by means of nuclear transformation. The Patent Office under the State Council is responsible for receiving, examining and approving patent applications. A patent is valid for a term of twenty years in the case of an invention and a term of ten years in the case of utility models and designs. Our patents are all utility models and subject to the ten years' protection. Any use of patent without consent or a proper license from the patent owner constitutes an infringement of patent rights which is actionable in court in the PRC.
  Registered software
 
 We own the following software used in our products:
 
 No.

Certificate No

Software

Issued by

Issuance date

Term

(year)1

HEI DGY-2003

0005

Daqing Sunway material transport control

software V 1.0 (Daqing Sunway material

transport imbedded software)

Heilongjiang

Software Industry

Association

4/16/2008

5
 
 Trademarks
 
 We have two trademarks registered with the Trademark Office of the State Administration for Industry and Commerce in PRC as follows:
 
 No.

Trademark number

Issuer

Classification

Term1

1102674

State Trademark Bureau

10

Sep.14,2007 — Sep.13, 20172

3205734

State Trademark Bureau

10

Dec.14 , 2003 — Dec.13, 2013
 
 Under the PRC Trademark Law, which was adopted in 1982, and revised in 2001, registered trademarks are granted a term of ten years protection, renewable for further terms. Each renewal is limited to ten years term and the registrant must continue to use the trademark and apply for a renewal within six months prior to the expiration of the current term.
 
 Other Intellectual Property Rights Protections in the PRC
 
 In addition to patent, trademark and trade secret protection law in the PRC, we also rely on contractual confidentiality provisions to protect our intellectual property rights and our brand. Our R&D personnel and executive officers are subject to confidentiality agreements to keep our proprietary information confidential. In addition, they are subject to a one-year covenant not to compete following the termination of employment with our company. Further, they agree that any work product belongs to our company.
 
 Insurance
 
 We currently do not carry any product liability or other similar insurance, nor do we have property insurance covering our plant, manufacturing equipment and office building. While product liability lawsuits in the PRC are rare and Daqing Sunway has never experienced significant failures or accidents, there can be no assurance that Daqing Sunway would not face liability in the event of any failure or accident.
 
 Daqing Sunway maintains social insurance for their staff and employees in accordance with relevant compulsory requirements under the PRC laws and has compulsory insurance and fixed-sum insurance for cars and other vehicles.
  11
  Employees
 
 Presently we have 261 full-time employees and contractors, out of which 46 are management and accounting personnel, 15 are R&D personnel, 32 are marketing and sales personnel and 168 are manufacturing personnel and after-service personnel.
 
 Government Regulation
 
 Under certain regulations in the form of public notices issued by the PRC State Administration of Foreign Exchange, or SAFE, our shareholders who are PRC resident entities or individuals are subject to certain registration requirements due to the status of WTL as “SPCs” (as defined under the public notice issued by SAFE on October 21, 2005). These regulations would prohibit SWT distributing dividends or profits to WTL and/or SWT as “SPC”s unless the registration requirements are complied with. The registration procedures were completed and SWT obtained a SAFE certificate from SAFE’s Heilongjiang office on March 30, 2007. Our PRC counsel advised us that the SAFE certificate will allow SWT to distribute dividends and profits out of the PRC.
  Medical Appliance manufacturing companies in the PRC are required to obtain Medical Appliance Manufacturing permits. Daqing Sunway holds a Medical Appliance registration certificate and Medical Appliance Manufacturing Permit issued by Heilongjiang Province Food and Drug Supervision Administration Bureau.
 
 Pursuant to the tax laws of PRC, general enterprises are subject to income tax at an effective rate of 25%. Companies qualified as hi-technology companies are subject to certain preferential tax treatment. Daqing Sunway was approved as a domestic hi-technology company and enjoys a 15% corporate income tax rate according to National New and High Tech Development Zone Taxes Policy.
 
 Other than the foregoing, Daqing Sunway is not subject to any other significant government regulation of its business or production, or any other government permits or approval requirements, except for the laws and regulations of general applicability for corporations formed under the laws of the PRC.
 
 ITEM 1A.          RISK FACTORS.
 
 An investment in our securities involves a high degree of risk. In determining whether to purchase our securities, you should carefully consider all of the material risks described below, together with the other information contained in this prospectus before making a decision to purchase our securities. You should only purchase our securities if you can afford to suffer the loss of your entire investment.
 
 Risks Related to Our Business
 
 We operate in an emerging industry and an unsettled market.
 
 The automated material transport system and medication distribution industries in which we operate in the PRC are in an early stage of development. While we believe that the potential advantages of this situation, including a strong potential for growth, are significant, there are also related risks. In a rapidly-growing market, our competitors could develop new technologies or new variations of existing technologies that could gain popularity quickly. While we believe that we understand the needs and preferences of our potential customers, especially hospitals, for the kinds of systems we produce, these needs and preferences could change in ways that our competitors anticipate or adapt to more rapidly than we do. While we believe that our relatively large customer base is one of our strengths, in a rapidly growing market, our industry could gain so many new customers that the number of our existing customers could become insignificant. If any of these risks materialize, our competitive position, results of operations and financial condition could be significantly impaired.
 
 Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.
 
 We commenced our current line of business operations in recent years. Our limited operating history may not provide a meaningful basis on which to evaluate our business. Although our revenues have grown rapidly since inception, we cannot assure you that we will maintain our profitability or that we will not incur net losses in the future. We expect that our operating expenses will increase as we expand. Any significant failure to realize anticipated revenue growth could result in significant operating losses. We will continue to encounter risks and difficulties frequently experienced by companies at a similar stage of development, including our potential failure to:
 
 ·
raise adequate capital for expansion and operations;
 
 12
  ·
implement our business model and strategy and adapt and modify them as needed;
 
 ·
increase awareness of our brands, protect our reputation and develop customer loyalty;
 
 ·
manage our expanding operations and service offerings, including the integration of any future acquisitions;
 
 ·
maintain adequate control of our expenses;
 
 ·
anticipate and adapt to changing conditions in the transport and distribution systems markets in which we operate as well as the impact of any changes in government regulations, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.
 
 If we are not successful in addressing any or all of these risks, our business may be materially and adversely affected.
 
 Our failure to compete effectively may adversely affect our ability to generate revenue.
 
 We compete primarily on the basis of our price advantage, cost advantage, our technology and product features that are specifically designed for the PRC market, our extensive after-sales service coverage and such after-sales services being easily accessible to our clients. These competitive advantages are in part based on our being a local manufacturer while our competitors are generally distributors of foreign products with much higher costs and less accessible after-sales services. There can be no assurance that we will maintain these advantages in the future. Our foreign competitors may establish manufacturing capabilities in the PRC to lower their costs and improve accessibility of after-sales services. Our local competitors may gain larger market share and reduce their costs by taking advantage of economies of scale. Developments of this kind could have a material adverse effect on our business, results of operations and financial condition. Further, our business requires large amounts of working capital to fund our operations. Our competitors may have better resources and better strategies to raise capital which could also have a material adverse effect on our business, results of operations or financial condition.
 
 We rely on sales to a single kind of customer in a single industry. Our long-term growth may be impaired if we are unable to expand our customer base beyond the hospital industry.
 
 Nearly all of our sales are made to hospitals and medical facilities in the PRC. If the medical industry in the PRC shrinks or loses steam, our customer base and potential customers will have fewer resources for the purchase of our products, and our business, results of operations and financial condition could be adversely affected.
 
 Although we intend to expand our business to make products that will be used by customers in other industries, there is no guarantee that we will succeed. If we are unable to expand beyond the hospital industry, our long-term growth could fall short of expectations.
 
 If we are unable to fund our capital requirements for research and development, our growth and profitability may be adversely affected.
 
 Pneumatic tube transport systems and medicine dispensing systems are the only two products from which we generate or expect to generate substantial revenues. Both of our product lines are designed for use in hospitals and medical facilities. Our long-term growth and profitability could depend on our ability to expand beyond the medical industry. This expansion may require us to make substantial and long-term investments in research and development to develop new products or new features for our existing products. If we are unable to fund such research and development efforts, our long-term market potential, income and financial condition could be impaired.
 
 We do not have written contracts with our suppliers and could be hurt by a change in the market for our supplies.
 
 We have at least two suppliers for most of the principal supplies used in the manufacture of our products, including composite panels, aluminum frames, microprocessors and other IC chips, power supplies, fans, U-PVC tubes and equipment chassis. The suppliers of these supplies are PRC companies. We purchase LCD panels from one supplier only, Truly Semiconductors Limited, a Japanese manufacturer. Although we believe that our supplies are generally available in the market and that we are not at great risk of disruption to these supply chains, there can be no guarantee that the markets for these supplies will not be disrupted, for business or economic reasons relating to a particular manufacturing sector, or for economic or political reasons affecting the PRC more generally.
  13
  We are responsible for the indemnification of our officers and directors.
 
 Our bylaws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against costs and expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of us. This indemnification policy could result in substantial expenditures, which we may be unable to recoup.
 
 We may not be able to effectively protect our proprietary technology and other intellectual property, which could harm our business and competitive position.
 
 We have 13 PRC patents on proprietary technology used in the manufacture of our products. We also have a registered software program and two registered trademarks. Our success depends in part on our ability to protect our proprietary technologies. Although we believe we are protected from intellectual property infringement both by our patents and by the complexity of our designs, which we believe makes them difficult to copy, we cannot assure you that we will be able to effectively protect our technology, or that our current or potential competitors do not have, or will not obtain or develop, similar technology.
 
 We also rely on trade secrets, non-patented proprietary expertise and continuing technological innovation that we seek to protect, in part, by entering into confidentiality agreements with licensees, suppliers, employees and consultants. These agreements may be breached and there may not be adequate remedies in the event of a breach. Disputes may arise concerning the ownership of intellectual property or the applicability of confidentiality agreements. Moreover, our trade secrets and proprietary technology may otherwise become known or be independently developed by our competitors. If patents are not issued with respect to products arising from research, we may not be able to maintain the confidentiality of information relating to these products.
 
 Implementation of PRC intellectual property-related laws has historically been problematic, primarily because of ambiguities in the PRC laws and difficulties in enforcement. 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. 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, competitive position, business prospects and reputation.
 
 We may be exposed to intellectual property infringement and other claims by third parties, which, if successful, could cause us to pay significant damage awards and incur other costs.
 
 We use our own patented proprietary technology in manufacturing our products. However, as litigation becomes more common in China in resolving commercial disputes, we face a higher risk of being the subject of intellectual property infringement claims brought by others. The outcome of claims relating to our logistic transport systems could involve complex technical, legal and factual questions and analysis and, therefore, may be highly uncertain. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceedings to which we may become a party could subject us to significant liability, including damage awards, to third parties, require us to seek licenses from third parties, to pay ongoing royalties, or to redesign our products or subject us to injunctions preventing the manufacture and sale of our products. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation.
 
 Potential environmental liability could have a material adverse effect on our operations and financial condition.
 
 To the knowledge of our management team, the manufacture of our products does not require us to comply with PRC environmental laws other than PRC environmental laws of general applicability. It has not been alleged that we have violated any current environmental regulations by PRC government officials; however, there can be no assurance that the Chinese government will not amend its current environmental protection laws and regulations. Our business and operating results could be materially and adversely affected if we were to increase expenditures in order to comply with environmental regulations affecting our operations.
  14
 
 We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire such personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected.
 
 Our future success depends heavily upon the continuing services of the members of our senior management team, in particular our President and Chief Executive Officer, Mr. Liu Bo; our Chief Financial Officer, Mr. Samuel Sheng; and our Chief Operating Officer and Secretary, Mr. Sun Weishan. If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and senior technology personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or senior technology personnel, or attract and retain high-quality senior executives or senior technology personnel in the future. Such failure could materially and adversely affect our future growth and financial condition.
 
 We do not presently maintain product liability insurance, and our property equipment insurance does not cover their full value, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us.
 
 We currently do not carry any product liability or other similar insurance. While product liability lawsuits in the PRC are rare and we have never experienced significant failures of our products, we cannot assure you that we would not face liability in the event of the failure of any of our products. We do not carry any property insurance to cover our real property or manufacturing equipment, nor do we have other insurance such as business liability or disruption insurance coverage for our operations in the PRC.
 
 Risks Related to Doing Business in the PRC
 
 Adverse changes in political and economic policies of the Chinese government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our products and materially and adversely affect our competitive position.
 
 Our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:
 
 Ÿ
the amount of government involvement;
 
 Ÿ
the level of development;
 
 Ÿ
the growth rate;
 
 Ÿ
the control of foreign exchange; and
 
 Ÿ
the allocation of resources.
 
 While the Chinese economy has grown significantly in the past 20 years, the growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us, as well as its ability to control prices, including the price of coal, which is a principal raw material for our business.
 
 The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the productive assets in China is still owned by the Chinese government. Further, there is no private ownership of land in China. Rather, land is owned by the government and the government issues land use rights. Although the land use rights are transferable, it is necessary to obtain government approval for a transfer. The continued control of these assets and other aspects of the national economy by the Chinese government could materially and adversely affect our business. The Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
  15
 
 Any adverse change in the economic conditions or government policies, policy interpretations, imposition of confiscatory taxation, restrictions on currency conversion, exports, devaluations of currency, the nationalization or other expropriation of private enterprises in China could have a material adverse effect on the overall economic growth and the level of investments and expenditures in China, which in turn could lead to a reduction in demand for our products in both the Chinese and international markets.
 
 The PRC laws and regulations governing our current business operations are sometimes vague and uncertain. Any changes in such PRC laws and regulations may have a material and adverse effect on our business.
 
 There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including but not limited to the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. We and any future subsidiaries are considered foreign persons or foreign funded enterprises under PRC laws, and as a result, we are required to comply with PRC laws and regulations. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our businesses. Additionally, if the relevant authorities find us in violation of PRC laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation:
 
 ·
levying fines;
 
 ·
revoking our business and other licenses;
 
 ·
requiring that we restructure our ownership or operations; and
 
 ·
to the extent that we use the Internet for marketing and providing information on our products and services, requiring that we discontinue any portion or all of our Internet related business.
 
 A slowdown or other adverse developments in the PRC economy may materially and adversely affect our customers, demand for our services and our business.
 
 All of our operations are conducted in the PRC and all of our revenues are generated from sales in the PRC. Although the PRC economy has grown significantly in recent years, we cannot assure you that such growth will continue. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in the PRC may materially reduce the demand for our products and materially and adversely affect our business.
 
 Inflation in the PRC could negatively affect our profitability and growth.
 
 While the PRC economy has experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability. In order to control inflation in the past, the PRC government has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. Such an austerity policy can lead to a slowing of economic growth. In October 2004, the People’s Bank of China, the PRC’s central bank, raised interest rates for the first time in nearly a decade and indicated in a statement that the measure was prompted by inflationary concerns in the Chinese economy. Repeated rises in interest rates by the central bank would likely slow economic activity in China which could, in turn, materially increase our costs and also reduce demand for our products.
 
 SWT is subject to restrictions on paying dividends and making other payments to us.
 
 We are a holding company incorporated in the State of Nevada and do not have any assets or conduct any business operations other than our investments in our subsidiaries. As a result of our holding company structure, we rely primarily on dividends payments from our subsidiary in China. However, PRC regulations currently permit payment of dividends only out of accumulated profits, as determined in accordance with PRC accounting standards and regulations. Our subsidiary and affiliated entity in China are also required to set aside a portion of their after-tax profits according to PRC accounting standards and regulations to fund certain reserve funds. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency. See “Governmental control of currency conversion may affect the value of your investment.” Furthermore, if our subsidiary or affiliated entity in China incurs debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we are unable to receive all of the revenues from our operations through contractual or dividend arrangements, we may be unable to pay dividends on our common stock even if we wish to pay dividends.
  16
 
 If certain tax exemptions within the PRC regarding withholding taxes are removed, we may be required to deduct corporate withholding taxes from any dividends we may pay in the future.
 
 Under the PRC’s current tax laws, regulations and rulings, companies are exempt from paying withholding taxes with respect dividends paid to stockholders outside of the PRC. However, if the foregoing exemption is removed, we may be required to deduct certain amounts from any dividends we pay to our stockholders.
 
 Governmental control of currency conversion may affect the value of your investment.
 
 The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC. We receive substantially all of our revenues in Renminbi, which is currently not a freely convertible currency. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends or otherwise satisfy foreign currency dominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from the transaction, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies.
 
 The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain of our expenses as they come due.
 
 The fluctuation of the Renminbi may materially and adversely affect your investment.
 
 The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC's political and economic conditions. As we rely entirely on revenues earned in the PRC, any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our common shares or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of the Renminbi we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a charge to our income statement and a reduction in the value of these assets.
 
 On July 21, 2005, the PRC government changed its decade-old policy pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 21.12% appreciation of the Renminbi against the U.S. dollar as of February 24, 2010, based on the exchange rate of the base period at $1 = 8.27 Yuan on July 21, 2005.While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar.
 
 Price controls may affect both our revenues and net income.
 
 The laws of the PRC provide for the government to fix and adjust prices. To the extent that we are subject to price control, our revenue, gross profit, gross margin and net income will be affected since the revenue we derive from our sales will be limited and, unless there is also price control on the products that we purchase from our suppliers, we may face no limitation on our costs. Further, if price controls affect both our revenue and our costs, our ability to be profitable and the extent of our profitability will be effectively subject to determination by the applicable regulatory authorities in the PRC.
  17
  Our operations may not develop in the same way or at the same rate as might be expected if the PRC economy were similar to the market-oriented economies of OECD member countries.
 
 The economy of the PRC has historically been a nationalistic, “planned economy,” meaning it functions and produces according to governmental plans and pre-set targets or quotas. In certain aspects, the PRC’s economy has been making a transition to a more market-oriented economy, although the government imposes price controls on certain products and in certain industries. However, we cannot predict the future direction of these economic reforms or the effects these measures may have. The economy of the PRC also differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development (the “OECD”), an international group of member countries sharing a commitment to democratic government and market economy. For instance:
  ·
the level of state-owned enterprises in the PRC, as well as the level of governmental control over the allocation of resources is greater than in most of the countries belonging to the OECD;
 
 ·
the level of capital reinvestment is lower in the PRC than in other countries that are members of the OECD;
 
 ·
the government of the PRC has a greater involvement in general in the economy and the economic structure of industries within the PRC than other countries belonging to the OECD;
 
 ·
the government of the PRC imposes price controls on certain products and our products may become subject to additional price controls; and
 
 ·
the PRC has various impediments in place that make it difficult for foreign firms to obtain local currency, as opposed to other countries belonging to the OECD where exchange of currencies is generally free from restriction.
 As a result of these differences, our business may not develop in the same way or at the same rate as might be expected if the economy of the PRC were similar to those of the OECD member countries.
 
 If we are not able to protect our intellectual property rights, our business may be impaired.
 
 Our intellectual property relates to our know-how in developing our products. The protection of intellectual property rights in the PRC is weak, and we cannot give any assurance that we will be able to protect our intellectual property rights. To the extent that our business is dependent upon intellectual property, our ability to generate revenue from these products, would be severely impaired if we are not able to protect our rights in these products.
 
 Any recurrence of avian flu, severe acute respiratory syndrome, or SARS, or another widespread public health problem, could adversely affect our operations.
 
 A renewed outbreak of avian flu, SARS, or another widespread public health problem in the PRC, where all of our revenue is derived, could have an adverse effect on our operations. Our operations may be adversely impacted by a number of health-related factors, including the following:
 ·
quarantines or closures of some of our offices which would severely disrupt our operations,
 
 ·
the sickness or death of our key officers and employees, and
 
 ·
a general slowdown in the economy of the PRC
 
 Because our principal assets are located outside of the United States and all of our directors and all our officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. Federal Securities Laws against us and our officers and some directors in the U.S. or to enforce U.S. Court Judgment against us or them in the PRC.
 
 All of our directors and officers reside outside of the United States. In addition, DaqingSunway, which functions as our operating subsidiary, is located in the PRC and substantially all of its assets are located outside of the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S. Federal securities laws against us in the courts of either the U.S. or the PRC and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in PRC courts. Further, it is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement against us or our officers and directors of criminal penalties, under the U.S. Federal securities laws or otherwise.
  18
  We may have limited legal recourse under PRC law if disputes arise under contracts with third parties.
 
 Almost all of our agreements with our employees and third parties, including our supplier and customers, are governed by the laws of the PRC. The legal system in the PRC is a civil law system based on written statutes. Unlike common law systems, such as we have in the United States, it is a system in which decided legal cases have little precedential value. The government of the PRC has enacted some laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable. The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the PRC, and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance or to seek an injunction under Chinese law are severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.
 
 Because we may not be able to obtain business insurance in the PRC, we may not be protected from risks that are customarily covered by insurance in the United States.
 
 Business insurance is not readily available in the PRC. To the extent that we suffer a loss of a type which would normally be covered by insurance in the United States, such as product liability and general liability insurance, we would incur significant expenses in both defending any action and in paying any claims that result from a settlement or judgment. Since our products are used for the transportation and storage of CNG and chemicals, any damage caused by the failure or alleged failure of our products could result in substantial damages, and if the nature or amount of any uninsured loss is significant, we may be unable to continue in business
 
 Because our funds are held in banks which do not provide insurance, the failure of any bank in which we deposit our funds could affect our ability to continue in business.
 
 Banks and other financial institutions in the PRC do not provide insurance for funds held on deposit. As a result, in the event of a bank failure, we may not have access to funds on deposit. Depending upon the amount of money we maintain in a bank that fails, our inability to have access to our cash could impair our operations, and, if we are not able to access funds to pay our suppliers, employees and other creditors, we may be unable to continue in business.
 
 Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
 
 We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some that may compete with us, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC. We can make no assurance, however, that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.
 
 Any deterioration of political relations between the United States and the PRC could impair our operations.
 
 The relationship between the United States and the PRC is subject to sudden fluctuation and periodic tension. Changes in political conditions in the PRC and changes in the state of PRC-U.S. relations are difficult to predict and could adversely affect our operations. Such a change could lead to a decline in our profitability. Any weakening of relations between the United States and the PRC could have a material adverse effect on our operations, particularly in our efforts to raise capital to expand our business activities.
 
 Our operations and assets in the PRC are subject to significant political and economic uncertainties.
 
 Government policies are subject to rapid change and the government of the PRC may adopt policies which have the effect of hindering private economic activity and greater economic decentralization. There is no assurance that the government of the PRC will not significantly alter its policies from time to time without notice in a manner with reduces or eliminates any benefits from its present policies of economic reform. In addition, a substantial portion of productive assets in the PRC remains government-owned. For instance, all lands are state owned and leased to business entities or individuals through governmental granting of state-owned land use rights. The granting process is typically based on government policies at the time of granting, which could be lengthy and complex. This process may adversely affect our operations. The government of the PRC also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency and providing preferential treatment to particular industries or companies. Uncertainties may arise with changing of governmental policies and measures. In addition, changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, as well as adverse changes in the political, economic or social conditions in the PRC, could have a material adverse effect on our business, results of operations and financial condition.
  19
 
 We may have difficulty establishing adequate management, legal and financial controls in the PRC.
 
 The PRC historically has not adopted a Western style of management and financial reporting concepts and practices, as well as in modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. 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.
 
 Risks Related to Our Common Stock
 
 Our officers, directors and affiliates control us through their positions and stock ownership and their interests may differ from other stockholders.
 
 Our officers, directors and affiliates beneficially own approximately 53% of our common stock. Liu Bo, our Chairman and Chief Executive Officer, beneficially owns approximately 41% of our common stock, and Liang Deli, a Director of the Company, beneficially owns approximately 5% of our common stock. As a result, Mr. Liu and Mr. Liang are able to influence the outcome of stockholder votes on various matters, including the election of directors and extraordinary corporation transactions including business combinations. Yet Mr. Liu and Mr. Liang’s interests may differ from other stockholders.
 
 We are not likely to pay cash dividends in the foreseeable future.
 
 We currently intend to retain any future earnings for use in the operation and expansion of our business. We do not expect to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate. Should we decide in the future to do so, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary. In addition, our operating subsidiary, from time to time, may be subject to restrictions on its ability to make distributions to us, including as a result of restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions.
 
 There is currently a limited trading market for our common stock.
 
 Our common stock is quoted on the over-the-counter Bulletin Board. However, our bid and asked quotations have not regularly appeared on the OTC Bulletin Board for any consistent period of time. There is no established trading market for our common stock and our common stock may never be included for trading on any stock exchange or through any other quotation system (including, without limitation, the NASDAQ Stock Market). In the absence of an active trading market, you may have difficulty buying and selling or obtaining market quotations; the market visibility for our stock may be limited, and the lack of visibility for our common stock may have a depressive effect on the market price for our common stock.
 
 The price of our common stock may fluctuate dramatically.
 
 There is a limited market for our common stock and we cannot give any assurance that there will ever be an active market for our common stock. If a market for our common stock develops, there is a significant risk that our stock price may fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control:
 ·
variations in our quarterly operating results;
 
 ·
announcements that our revenue or income are below analysts’ expectations;
 
 ·
general economic slowdowns;
 
 ·
matters affecting the economy of the PRC and the relationship between the United States and the PRC;
 
 ·
changes in market valuations of both similar companies and companies whose business is primarily or exclusively in the PRC;
 
 ·
sales of large blocks of our common stock;
 20


·
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
 
 ·
fluctuations in stock market prices and volumes, which are particularly common among highly volatile securities of internationally-based companies.
 
 ·
concern by potential investors that the large number of shares of common stock which may be sold pursuant to this prospectus may have a downward effect upon the market price of the stock.
 
 ·
the effect of sales pursuant to this prospectus on the trading volume of our common stock.
 
 Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results and stockholders could lose confidence in our financial reporting.
 
 Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires increased control over financial reporting requirements, including annual management assessments of the effectiveness of such internal controls and a report by our independent certified public accounting firm addressing these assessments. Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls, could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.
 
 Our Common Stock is subject to “Penny Stock” Rules of the Securities and Exchange Commission, which makes transactions in our stock more difficult.
 
 The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:
 
 •
that a broker or dealer approve a person's account for transactions in penny stocks; and
 
 •
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased
 
 In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
 
 •
obtain financial information and investment experience objectives of the person; and
 
 •
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
 
 The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
 
 •
sets forth the basis on which the broker or dealer made the suitability determination; and
 
 •
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
 
 Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
 
 Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.


21
 
 The application of these rules may affect the ability of broker-dealers to sell our common stock and may affect your ability to sell any common stock you may own
 
 As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.
 
 Although the federal securities law provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any based upon an claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.
 
 Our common stock is illiquid and subject to price volatility unrelated to our operations.
 
 The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.
 
 ITEM 1B.          UNRESOLVED STAFF COMMENTS.
 
 Not Applicable.
 
 ITEM 2.             PROPERTIES.
 
 The Company’s manufacturing facilities are housed in a two-story building occupying 26,522 square meters of land located in Daqing Municipal Hi-Tech Development Zone, Zone Three, Daqing, Helongjiang Province, PRC.
 
 Our office building is located in SaertuDaqing Software Development Zone, Daqing, Helongjiang Province, PRC.
 
 Under the PRC law, most land is owned by the government, which grants a "land use right" to an individual or entity after a purchase price for such “land use right” is paid to the government. The “land use right” allows the holder the right to use the land for a specified long-term period of time and enjoys all the ownership rights incident to the land. Daqing Sunway holds the land use right for one parcel of land that was used in its business and which will be used in SWT's business pursuant to the leases entered into in connection with the Restructuring Agreements.
 
 Land Use Right
 
 Set forth below is the detailed information regarding the land use right registered under the name of Daqing Sunway and Qingdao Liheng:
 
 Registered owner

of

land use right

Location & certificate of land use right

Usage

(Approximate)

square meters

Date of Issuance

or Grant

Expiration

DateDaqing Sunway

Daqing Municipal Hi-Tech Development Zone, Zone

Three, Daqing, Helongjiang Provice, PRC

Daqing Municipality Guo Yong (2005) No. 021843

Industrial use

26,522

September 16, 2005

June 13, 2052Qingdao Liheng

Qingdao Hi-Tech Industry Development Zone, Qingdao, Shandong in the People’s Republic of China

Huangdao Municipality Gou Yong (2006) N.197

Industrial use

9,082

November 3, 2006

July 24, 2053QingdaoLiheng

Qingdao Hi-Tech Industry Development Zone, Qingdao, Shandong in the People’s Republic of China

Huangdao Municipality Gou Yong (2006) N.197

Industrial use

10841

January 14, 2009

January 13, 2059
  22
 
 Lease
 
 Pursuant to a lease agreement, the Company is leasing from Daqing Chuangye Square Co., Ltd. a building with a total of 2,342.87 square meters for use in its operation for a term of three years starting from May 18, 2008 with an annual rent of approximately $29,383.
 
 Pursuant to a lease agreement, Beijing Sunway is leasing from Beijing Jiahai Property Management Co., Ltd. a building with a total of 409.96 square meters for use in its operation for a term of two years starting from August 29, 2010with an annual rent of approximately $75,585.
 
 Pursuant to a lease agreement, Beijing Sunway is leasing from Chen Tonghang a building with a total of 102 square meters for use in its operation for a term of one year starting from November18, 2009 with an annual rent of approximately $5,973.
 
 Pursuant to a lease agreement, Beijing Sunway is leasing from LuoHaibing a building with a total of 83 square meters for use in its operation for a term of one year starting from September12, 2009 with an annual rent of approximately $2,300.
 
 Properties
 
 The Company also owns two properties and is awaiting the certificates of ownership for three other properties which it currently occupies:
 
 Owner

Location

Usage

Approximate

square meters

Certificate of Ownership or

Right to UseDaqing Sunway

North Section of Longfeng District, West Wing of Building No. 15, 1st Floor, Daqing, Helongjiang Province, PRC

Real property for use by joint stock company limited enterprise

3,050

Qing Real Property Right Certificate No. No. 00014093 (Original Certificate No. 0230404)Daqing Sunway

Building No. 3, Saertu Software Development Zone, Daqing, Helongjiang Province, PRC

Real property for use by joint stock company limited enterprise

5,066.96

Qing Real Property Right Certificate Longfeng District No.NA216750Qingdao Liheng

Building No. 1, No. 611 Qichangcheng road, Qingdao Economicand Tech Development Zone, Qingdao, Shandong Province, PRC

Real property for use by joint stock company limited enterprise

1661.99

Application in processQingdao Liheng

Building No. 2, NO. 611 Qichangchengroad, Qingdao Economic and Tech Development Zone, Qingdao, Shandong Province, PRC.

Real property for use by joint stock company limited enterprise

1661.99

Application in processQingdao Liheng

Building No. 2, NO. 611 Qichangchengroad, Qingdao Economic and Tech Development Zone, Qingdao, Shandong Province, PRC.

Real property for use by joint stock company limited enterprise

3005.10

Application in process
 
 Effective on November 30, 2005, Daqing Sunway granted a lien on the land use right and property located at the West Wing of Building No. 15 to Daqing Industrial and Commercial Mortgage Company for a debt of DaqingSunway in the amount of 3,000,000 RMB owed to it. The lien expired on November 30, 2009. The property located in the North Section of Longfeng District, West Wing of Building No. 15, 1st Floor, is not currently used in Daqing Sunway’s business.
 
 ITEM 3.             LEGAL PROCEEDINGS.
 
 To our knowledge, there is no material litigation pending or threatened against us.
 
 ITEM 4.             (REMOVED AND RESERVED).
  23
  PART II
 
 ITEM 5.             MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
 Market Information
 
 The Company’s common stock is quoted on the OTC Bulletin Board under the symbol “SUWG.OB.”  The following table sets forth, for the calendar periods indicated the range of the high and low last reported bid and ask prices of the Company’s common stock from January 1, 2009 through December 31, 2010, as reported by the OTC Bulletin Board.  The quotations represent inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions.  The quotations may be rounded for presentation.
 
 Period

High


LowFirst Quarter 2010

$
3.15


$
1.65Second Quarter 2010

$
3.15


$
2.25Third Quarter 2010

$
3.55


$
1.75Fourth Quarter 2010

$
6.25


$
1.01First Quarter 2009

$
6.50


$
2.00Second Quarter 2009

$
6.49


$
2.00Third Quarter 2009

$
5.00


$
3.00Fourth Quarter 2009

$
4.50


$
2.00
 
 On December 31, 2010, the last price of the Company’s common stock as reported on the OTC Bulletin Board was $1.47 per share as of April 14, 2011.
 
 As of April 14, 2011, the Company had approximately 652 shareholders of record.  Certain of the shares of common stock are held in “street” name and may be held by numerous beneficial owners.
 
 Dividends
 
 The Company’s board of directors has not declared a dividend on our common stock during the last two fiscal years and we do not anticipate the payments of dividends in the near future as we intend to reinvest our profits to grow operations. We rely on dividends from Daqing Sunway for our funds and PRC regulations may limit the amount of funds distributed to us from Daqing Sunway, which will affect our ability to declare any dividends.
 
 Equity Compensation Plan Information
 
 As of the date of this report, the Company neither has any securities authorized for issuance under any equity compensation plans nor does it have any equity compensation plans.
 
 Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers
 
 None.
 
 ITEM 6.             SELECT FINANCIAL DATA.
 
 Not Applicable.
 
 ITEM 7.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
 Overview
 
 The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes of Sunway Global Inc., appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements.
  24
 
 Sunway Global Inc. primarily functions as a holding company for entities that, through contractual relationships, control the business of Daqing Sunway, Qingdao Liheng and Beijing Sunway, those companies organized under the laws of the PRC that designs, manufactures and sells logistic transport systems and medicine dispensing systems and equipment that are principally used by hospitals and other medical facilities in the PRC. This discussion and analysis focuses on the business results, comparing its results in the fiscal years ended December 31, 2010 and 2009.
 
 Results of Operations
 
 In the fiscal year ended December 31, 2010, the Company’s net sales, gross profit, operating income and net income increased quickly as compared with the same period in the fiscal year ended December 31, 2009. These increases are due in large part to sales growth.  The following table summarizes the results of our operations during the fiscal years ended December 31, 2010 and 2009, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the fiscal years ended December 31, 2010 and 2009.
 
 Fiscal Year Ended December 31,2009


2010


Change


Change rateNet Revenue

$
13,063,122


$
23,018,247


$
9,955,125



76.21
%Cost of sales

$
4,620,251


$
7,699,171


$
3,078,920



66.64
%Gross Profit

$
8,442,871


$
15,319,076


$
6,876,205



81.44
%Gross Margin

$
64.63
%


66.55
%






1.92
%Operating Income

$
4,430,158


$
9,731,057


$
5,300,899



119.65
%Operating Margin


33.91
%


42.28
%






8.36
%Changes in fair value of warrants


29,093,546



23,288,812



5,804,734



19.95
%Impairment on investment


4,831,386



-



(4,831,386
)


-
%Net Income

$
27,978,900


$
31,510,544


$
3,531,644



12.62
%Net profit margin


214.18
%


136.89
%






77.29
%
  Net revenue
 
 Net revenue for the fiscal year ended December 31, 2010, which resulted primarily from sales of PTS, SADP and spare parts, was $23,018,247, an increase of 76.21% as compared with the net revenue of $13,063,122 in the same period ended December 31, 2009. In the fiscal year ended December 31, 2010, we sold 3,871 workstations and 25 units SADP, representing an increase in workstation sales of 69.86% as compared with 2,279 workstations sold in the same period ended December 31, 2009.The increase in workstation sales was primarily due to a result of more effective sales and marketing efforts. During the same time, we sold 25 units SADP, an increase of 127.27% as compared with 11 units SADP for the fiscal year ended December 31, 2009. The increase in SADP was due primarily to our distinct advantage of price and service as compared with foreign competitors.
 
 The following table presents information about our revenue for the periods indicated:
 2009


2010sales


% of total sales


sales


% of total salesPTS

$
11,798,311



90.32
%

$
19,981,262



86.81
%SADP

$
1,080,597



8.27
%

$
2,533,748



11.01
%Other

$
184,214



1.41
%

$
503,237



2.19
%Total sales

$
13,063,122



100.00
%

$
23,018,247



100.00
%
 
 Gross Profit
 
 Gross profit increased 81.44% to $15,319,076 for the fiscal year ended December 31, 2010, as compared to $8,442,871 for the fiscal year ended December 31, 2009. Our gross profit margin increased 1.92% from 64.63% as of the fiscal year ended December 31, 2009 to 66.55% as of the same period of 2010, mainly due to an increase in product output caused by the fall in average fixed cost per unit and sales growth.
  25
 
 The table below presents information about our gross profit for the periods indicated:
 
 Fiscal Year Ended December 31,2009


2010US$


Gross profit

margin


US$


Gross profit

marginGross Profit

$
8,442,871



64.63
%

$
15,319,076



66.55
%
 
 Income from Operations
 
 Operating income increased 129.34% to $9,731,057 for the fiscal year ended December 31, 2010, as compared with $4,430,158 for the fiscal year ended December 31, 2009. Our operating margin increased 8.36%, from 33.91% as of the fiscal year ended December 31, 2009, to 42.28% for the same period of 2010. The increase was primarily due to sales growth.
 
 Fiscal Year Ended December 31,2009


2010US$


Operating

margin


US$


Operating

marginIncome from operations

$
4,430,158



33.91
%

$
9,731,057



42.28
%
 
 Cost of Net Revenue
 
 Cost of net revenue increased to $7,699,171 for the fiscal year ended December 31, 2010, representing an increase of 66.64% as compared with $4,620,251 for the same period of 2009. This increase is primarily due to sales growth and an increase in product volume caused by the fall of average fixed cost per unit.
 
 The following table presents information about our cost of sales for the periods indicated:
 
 Fiscal Year Ended December 31,2009


2010


ChangeCost of net revenue

$
4,620,251


$
7,699,171



66.64
%
 
 Operating Expenses
 
 Operating expenses were $5,588,019 for the fiscal year ended December 31, 2010, an increase of 39.26% as compared to $4,012,713 for the same period of 2009. This increase was due primarily to two factors (i)selling expenses increased $386,849, or 36.03% to $1,460,682 in the fiscal year ended December 31, 2010 from $1,073,833 in the same period of 2009; and (ii) general and administration expenses increased $1,188,457 or 40.44% to $4,127,337 in the fiscal year ended December 31, 2010 from $2,938,880 in the same period of 2009. In the fiscal year ended December 31, 2010, we have enlarged sales force that caused a rapid increase in selling expenses and salary and commission for team.
 
 The following table presents information about our operating expenses for the periods indicated:
 
 Fiscal Year Ended December 31,2009


2010


changeSelling expenses

$
1,073,833


$
1,460,682


$
36.03
%General & Administrative Expenses

$
2,938,880


$
4,127,337


$
40.44
%Total operating expenses

$
4,012,713


$
5,588,019


$
39.26
%
  26
  Changes infair value of warrants
 
 Changes in fair value of warrants were $23,288,812 for the fiscal year ended December 31, 2010, this is a non-cash income, which resulted from the change in fair value of warrants issued to investors in conjunction with the Company’s issuance of warrants in June of 2007 pursuant to provisions of FAB ASC Topic 815, “Derivative and Hedging” (ASC 815). The accounting treatment of the warrants resulted from a provision providing anti-dilution protection to the warrant holders. On March 18, 2010, the Company entered into a Security Exchange Agreement intending to exchange all warrants into common stock. As a result of the agreements, the closing date, the Company will issue 2,000,000 shares of common stock in exchange for the retirement of all of the outstanding warrants owned by Vision Opportunity Master Fund Ltd. and its affiliates.  The closing is conditioned upon a closing of a financing with minimum proceeds of $10 million to the company.
 
 Impairment on investment
 
 Impairment on investment was $4,831,386 for the fiscal year ended December 31, 2009. Originally, it was showed on goodwill in the first quarter of 2009, it represents the excess of the cost of an acquisition over the fair value of the net acquired identifiable assets at the date of acquisition. In the first quarter of 2010, after performing extended analysis into the definition of a business as set forth in the paragraph 805-10-20 of the FASB Accounting Standards Codification, we recognized the acquisitions based on the fair value of net assets obtained. For the amount over the fair value of the net assets obtained, we wrote them off as expenses at the time of acquisition.
 
 Net Income
 
 Net income was $31,510,544 for the fiscal year ended December 31, 2010, increases of 12.62% from $27,978,900 for the same period of 2009. In the fiscal year ended December 31, 2010 our net income were impacted by a non-cash income of $23,288,812 unrelated to the Company’s operations, mainly consisting of  changes in fair value of warrants were $23,288,812. Excluding this $23,288,812 non-cash income, the Company’s net income from operations for the fiscal year ended December 31, 2010 would have been $8,221,732, representing a year over year net income increase of 121.21%.
 
 Earnings Per Share
 
 Basic and diluted earnings per share for the fiscal year ended December 31, 2010 was $1.70 and $1.23 compared to $1.51 and $0.92 for the same period of 2009. The weighted average number of shares outstanding to calculate basic EPS was 18,499,736 and 18,499,736 for the fiscal years ended December 31, 2010, and 2009, respectively. The weighted average number of shares outstanding to calculate diluted EPS was 25,707,273 and 30,445,696 for the fiscal years ended December 31, 2010 and 2009, respectively.
 
 Cash and Cash Equivalents
 
 Cash and cash equivalents increased to $9,587,765 as of December 31, 2010, as compared to $4,717,240 as of December 31, 2009. This increase was mainly due to an increase in operating activities.
 
 Trade Receivables, net
 
 Trade receivables, net increased to $9,287,453 as of December 31, 2010, compared with $3,537,395 as of December 31, 2009. This increase in trade receivables was primarily attributable to sales growth and sales policy was changed from received entire payment after the construction is completed within 4 months to received 90 per cent payment after a year.
 
 Inventory
 
 Inventory consists of raw materials, works in process and finished goods. As of December 31, 2010, the recorded value of our inventory has increased 133.94% to $1,379,917 from $589,871 as of December 31, 2009. This increase is mainly due to the raw materials decreased from $321,888 as of December 31, 2009 to $320,612 as of December 31, 2010, a decrease of 0.40%. In work in progress increase from $26,152 as of December 31, 2009 to $116,157 as of December 31, 2010, an increase of 344.16%. In finished goods increase from $241,831 as of December 31, 2009 to $943,148 as of December 31, 2010, an increase of 290.00%.
 
 The following table presents information about our inventory for the periods indicated:
  27
 
 December 31,

2009


December 31,

2010


changeRaw material

$
321,888


$
320,612



0.40-
%Work in process

$
26,152


$
116,157



344.16
%Finished goods

$
241,831


$
943,148



290.00
%Total inventory

$
589,871


$
1,379,917



133.94
%
 
 Accounts payable
 
 Accounts payable amounted to $341,845 as of December 31, 2010, an increase of 26.08% from $271,139 as of December 31, 2009. The increase is mainly due to sales growth.
 
 Liquidity and Capital Resources
 
 We have historically financed our operations and capital expenditures principally through private placements of debt and equity offerings, and cash provided by operations.
 
 The following table presents information about our cash flow for the periods indicated:
 
 Fiscal Year Ended December 31,2009


2010


ChangeNet cash provided by (used in) operating activities

$
6,094,443


$
6,604,221



509,778Net cash provided by (used in) investing activities

$
(16,719,847
)

$
2,589,039



14,130,808Net cash provided by (used in) financing activities

$
-


$
-



-Effect of foreign currency translation on cash and cash equivalents

$
152,703


$
855,343



702,640Cash and cash equivalents at beginning of year

$
15,189,941


$
4,717,240



(10,472,701
)Cash and cash equivalents–end of year

$
4,717,240


$
9,587,765



4,870,525
 
 Operating Activities
 
 For the fiscal year ended December 31, 2010, net cash provided by operating activities was $6,604,221.This is primarily attributable to our net income of $31,510,544, adjusted by an add-back of non-cash expenses/(loss) mainly consisting of depreciation, amortization, impairment of property, plant and equipment, provision for doubtful debts, and gain on fair value of warrants were $1,839,470, $1,526,191, $429,263,20,926 and $(23,288,812) respectively, offset by a $5,500,685 decrease in working capital. Specifically, the working capital decrease was primarily due to i) a $5,478,654 net trade receivables increase driven by sales policy was changed and sales growth; ii) a $748,986 increase in inventories, principally increased in finished goods; iii) a $250,022 decrease in advance to suppliers; iv) a $106,693 increase in prepayments, travel advances to shareholders, other receivables, tender deposits and advances to employees, consisting primarily of prepayments for raw materials supplies in advance of shipment, working capital of salesmen and pay deposit for client; partially offset by a $1,150,994 increase in accounts payable, tax payable, amount due from a director, customers deposits, accrued liabilities and other payables.
 
 Investing Activities
 
 For the fiscal year ended December 31, 2010, net cash used in investing activities were $2,589,039. This was primarily attributable to i) a $1,366,435 capital expenditure for purchase of new plant and equipment; ii) a $1,278,923 capital expenditure for purchase of new intangibles assets; iii) a $159,766 advances for purchase plant and equipment, and iv) a $216,085 in restricted cash.
 
 As of December 31, 2010, we had cash and cash equivalents of $9,587,765, raise $4,870,525 from $4,717,240 as of December 31, 2009.
 
 In future periods, we believe that our existing cash, cash equivalents and cash flows from operations, combined with availability under our revolving credit facility, will be sufficient to meet our presently anticipated future cash needs for at least the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue.
 
 Obligations under Material Contracts
 
 We do not have any material contractual obligations as of December 31, 2010.
  28
 
 Critical Accounting Policies (Please confirm)
 
 Management's discussion and analysis of its financial condition and results of operations is based upon Sunway’s consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. Sunway’s financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Sunway believes that the following reflect the more critical accounting policies that currently affect Sunway’s financial condition and results of operations.
 
 Impairment of long-lived assets. We account for impairment of property, plant and equipment and amortizable intangible assets in accordance with FASB ASC 360. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose. During the reporting years, there was no impairment loss incurred. Competitive pricing pressure and changes in interest rates, could materially and adversely affect our estimates of future net cash flows to be generated by our long-lived assets.
 
 Inventories. Inventories consist of finished goods and raw materials, and stated at the lower of cost or market value. Substantially all inventory costs are determined using the weighted average basis. Finished goods are comprised of direct materials, direct labor and an appropriate proportion of overhead. The management regularly evaluates the composition of its inventory to identify slow-moving and obsolete inventories to determine if additional write-downs are required. Changes in sales volumes due to unexpected economic or competitive conditions are among the factors that could materially affect the adequacy of such write down.
 
 Trade receivables. Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. Bad debts are written off as incurred.  During the reporting years, there were no bad debts.
 
 Outstanding accounts balances are reviewed individually for collectability. The Company does not charge any interest income on trade receivables.  Accounts balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company has not charged off any balances as it has yet to exhaust all means of collection.
 
 Revenue recognition. Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers. Revenues from services recognizes when the agreed services have been performed, provided, completed or virtual completed at an agreed period(s) of time, and are measurable. Revenue is recognized when all of the following criteria are met:
 
 - Persuasive evidence of an arrangement exists;
 - Delivery has occurred or services have been rendered;
 - The seller’s price to the buyer is fixed or determinable, and
 - Collection is reasonably assured.
 
 Contract revenues are recognized when the manufacturing and installation of the medical equipment is completed.  Generally, the company receives total contract sum from clients in 3 installments. Deposit of 30% is received from client when the contract is signed.  Second payment of 30% is received when the project commenced. The final sum of the remaining portion is received after the construction is completed within 4 months.
 
 Expected warranty liabilities.The Company warrants its products against defects in design, materials, and workmanship generally for one year. A provision for estimated future costs relating to warranty expense are recorded when products are shipped, and the provision is based upon our own historical claim experience.
 
 Off-Balance Sheet Arrangements
 
 We do not have any off-balance sheet arrangements as of December 31, 2010.
 
 ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 Not Applicable.
  29
 ITEM 8.             FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 The full text of our audited consolidated financial statements as of December 31, 2010 and 2009, begins on page F-1 of this Annual Report on Form 10-K.
  30
  CONTENTS

PAGESREPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

F-1CONSOLIDATED BALANCE SHEETS

F-3 - F-4CONSOLIDATED STATEMENTS OF INCOME ANDCOMPREHENSIVE INCOME

F-5CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

F-6CONSOLIDATED STATEMENTS OF CASH FLOWS

F-7 - F-8NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-9 - F-33
  F-1
 
 ALBERT WONG & CO.

CERTIFIED PUBLIC ACCOUNTANTS

7th Floor, Nan Dao Commercial Building

359-361 Queen’s Road Central

Hong Kong

Tel : 2851 7954

Fax: 2545 4086



ALBERT WONG

B.Soc., Sc., ACA., LL.B.,

CPA(Practising)
 
 To:
The board of directors and stockholders of
 Sunway Global Inc. (“the Company”)
 
 Report of Independent Registered Public Accounting Firm
 We have audited the accompanying consolidated balance sheets of Sunway Global Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders' equity and cash flows for the year 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 audit.
 We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform an audit of the Company’s 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 Sunway Global Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
 Hong Kong, China
Albert Wong & Co.April 14, 2011
Certified Public Accountants
  F-2
  SUNWAY GLOBAL INC.
 CONSOLIDATED BALANCE SHEETS
 AS AT DECEMBER 31, 2010 AND 2009
 (Stated in US Dollars)
 
 Notes


2010


2009ASSETSCurrent assetsCash and cash equivalents

2(k)


$
9,587,765


$
4,717,240Trade receivables, net

5



9,287,453



3,537,395Inventories

8



1,379,917



589,871Advances to suppliers





1,232,297



940,872Prepayments





95,397



127,388Tender deposits





274,140



122,050Travel advances to shareholders

6



332,709



71,372Advances to employees

7



269,303



217,865Total current assets




$
22,458,981


$
10,324,053Restricted cash

2(l)



67,091



283,175Amount due from a related company

4



76,682



830Property, plant and equipment, net

9



10,285,308



10,508,415Intangibles, net

10



19,252,393



15,109,988Deposit for technology-based designed





-



4,318,643Deposit for purchase of plant and equipment





163,840



-TOTAL ASSETS




$
52,304,295


$
40,545,104LIABILITIES ANDSTOCKHOLDERS’ EQUITYCurrent liabilitiesShort term bank loans

11


$
303,407


$
-Accounts payable





341,845



271,139Income tax payable





381,663



269,082Turnover and other taxes





328,760



154,871Expected warranty liabilities

12



53,308



32,618Customer deposits





1,122,063



304,093Accrued liabilities





704,065



657,215Total current liabilities




$
3,235,111


$
1,689,018Warrants liabilities

13



17,519,515



40,808,327TOTAL LIABILITIES




$
20,754,626


$
42,497,345
 
 See accompanying notes to consolidated financial statements
  F-3
  SUNWAY GLOBAL INC.
 CONSOLIDATED BALANCE SHEETS (Continued)
 AS AT DECEMBER 31, 2010 AND 2009
 (Stated in US Dollars)
 
 Notes


2010


2009STOCKHOLDERS’ EQUITYSeries B Convertible Preferred Stock $0.0000001 par value; 400,000 shares authorized; 160,494 shares issued and outstanding at December 31, 2010and 2009

13


$
1


$
1Common stock at $0.0000001 par value; 100,000,000 shares authorized; 18,499,736 shares issued and outstanding at December 31, 2010and 2009





2



2Additional paid-in capital





13,833,383



13,833,383Statutory reserves





4,267,115



3,033,855Retained earnings/(accumulated deficit)





8,542,065



(21,735,219
)Accumulated other comprehensive income





4,907,103



2,915,737$
31,549,669


$
(1,952,241
)TOTAL LIABILITIES ANDSTOCKHOLDERS’ EQUITY




$
52,304,295


$
40,545,104
 
 See accompanying notes to consolidated financial statements
  F-4
  SUNWAY GLOBAL INC.
 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in US Dollars)
 
 Notes


2010


2009Net revenues

17


$
23,018,247


$
13,063,122Cost of net revenues

17



(7,699,171
)


(4,620,251
)Gross profit




$
15,319,076


$
8,442,871Selling expenses





(1,460,682
)


(1,073,833
)General and administrative expenses





(4,127,337
)


(2,938,880
)Income from operations




$
9,731,057


$
4,430,158Interest income





23,666



56,627Interest expenses





-



(1,727
)Impairment on investment





-



(4,831,386
)Changes in fair value of warrants





23,288,812



29,093,546Income before income tax




$
33,043,535


$
28,747,218Income tax expense

14



(1,532,991
)


(768,318
)Net income




$
31,510,544


$
27,978,900Foreign currency translation





1,991,366



71,547Comprehensive income




$
33,501,910


$
28,050,447Net income per share:-Basic

15


$
1.70


$
1.51-Diluted

15


$
1.23


$
0.92Weighted average number of common stock-Basic

15



18,499,736



18,499,736-Diluted

15



25,707,273



30,445,696
 
 See accompanying notes to consolidated financial statements
  F-5
 
 SUNWAY GLOBAL INC.
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in US Dollars)
 
 Additional





Retained


AccumulatedPreferred


Preferred


No.of





paid





earnings/


otherSeries


Series


shares


Common


in


Statutory


(Accumulated


comprehensiveA


B


outstanding


stock


capital


reserves


deficit)


income


TotalBalance, January 1, 2009

$
-


$
1



18,499,736


$
2


$
17,824,325


$
2,127,978


$
17,102,689


$
2,844,190


$
39,899,185Reclassification of warrants from equity to derivative liabilities


-



-



-



-



(3,990,942
)


-



(65,910,931
)


-



(69,901,873
)Net income


-



-



-



-



-



-



27,978,900



-



27,978,900Appropriations to statutoryreserves


-



-



-



-



-



905,877



(905,877
)


-



-Foreign currency translationadjustment


-



-



-



-



-



-



-



71,547



71,547Balance, December 31, 2009

$
-


$
1



18,499,736


$
2


$
13,833,383


$
3,033,855


$
(21,735,219
)

$
2,915,737


$
(1,952,241
)Balance, January 1, 2010

$
-


$
1



18,499,736


$
2


$
13,833,383


$
3,033,855


$
(21,735,219
)

$
2,915,737


$
(1,952,241
)Net income


-



-



-



-



-



-



31,510,544



-



31,510,544Appropriations to statutoryreserves


-



-



-



-



-



1,233,260



(1,233,260
)


-



-Foreign currency translationadjustment


-



-



-



-



-



-



-



1,991,366



1,991,366Balance, December 31, 2010

$
-


$
1



18,499,736


$
2


$
13,833,383


$
4,267,115


$
8,542,065


$
4,907,103


$
31,549,669
  See accompanying notes to consolidated financial statements
  F-6
 
 SUNWAY GLOBAL INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in US Dollars)
 
 2010


2009Cash flows from operating activitiesNet income

$
31,510,544


$
27,978,900Depreciation


1,839,470



1,114,264Amortization


1,526,191



1,103,231Impairment of property, plant and equipment


429,263



10,038Provision for doubtful debts


20,926



9,549Impairment on investment


-



4,831,386Changes in fair value of warrants


(23,288,812
)


(29,093,546
)Adjustments to reconcile net incometo net cash provided by operating activities:Trade receivables, net


(5,478,654
)


(585,369
)Inventories


(748,986
)


2,334Advances to suppliers


(250,022
)


(213,599
)Prepayments


35,820



(127,319
)Tender deposits


(143,878
)


(9,030
)Travel advances to shareholders


43,615



(32,525
)Advances to employees


(42,250
)


212,893Other receivables


-



646,122Accounts payable


59,105



210,964Income tax payable


100,013



(365,188
)Turnover and other taxes


163,942



(224,376
)Expected warranty liabilities


18,991



(17,894
)Customer deposits


786,590



303,929Accrued liabilities


22,353



339,679Net cash provided by operating activities

$
6,604,221


$
6,094,443Cash flows from investing activitiesDecrease in restricted cash

$
216,085


$
95,191Purchase of plant and equipment


(1,366,435
)


(3,905,935
)Purchase of intangibles


(1,278,923
)


(8,592,797
)Deposit for technology-based designed


-



(4,316,306
)Deposit for purchase of plant and equipment


(159,766
)


-Net cash used in investing activities

$
(2,589,039
)

$
(16,719,847
)Cash flows from financing activities

$
-


$
-Net cash provided by financing activities

$
-


$
-
  F-7
  SUNWAY GLOBAL INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in US Dollars)
 
 2010


2009Net in cash and cash equivalents sourced/(used)

$
4,015,182


$
(10,625,404
)Effect of foreign currency translation oncash and cash equivalents


855,343



152,703Cash and cash equivalents–beginning of year


4,717,240



15,189,941Cash and cash equivalents–end of year

$
9,587,765


$
4,717,240
 
 2010


2009Supplementary cash flow information:Tax paid

$
1,432,979


$
1,134,119Interest received


23,666



55,627Interest paid


-



1,727
 
 SUPPLEMENTAL NON-CASH DISCLOSURES:
 
 1.
During the years ended December 31, 2010 and 2009, an amount of $4,316,306 and 1,755,104 were transferred from “deposit for the acquisition of computer software” to “intangibles – technology-based design”, respectively.
 
 2.
During the years ended December 31, 2010 and 2009, an amount of nil and 7,725,445 were transferred from “deposit for the acquisition of subsidiary” to “acquisition of subsidiary, net of cash acquisition”.
 
 Regarding the non-cash disclosures of Liheng acquisition, the balance was transferred to the following assets, liabilities and statements of income:
 
 Cash and cash equivalents

$
73,193Property, plant and equipment


955,208Land use rights


1,133,323Other receivables


1,127,949Turnover and other taxes


28,477Other payables


(424,091
)Impairment on investment


4,831,386$
7,725,445
 
 See accompanying notes to consolidated financial statements
  F-8
  SUNWAY GLOBAL INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in US Dollars)
 
 1.
ORGANIZATION AND PRINCIPAL ACTIVITIES
 
 Sunway Global Inc. (the “Company”) was incorporated in the state of Nevada on October 18, 1971. Prior to June 6, 2007 the company has only nominal operations and assets.
 
 On June 6, 2007, the Company executed a reverse-merger with Rise Elite International Limited (“Rise Elite (BVI)”) by an exchange of shares whereby the Company issued 210,886 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0000001 per share in exchange for all shares in World Through Limited, a British Virgin Islands corporation (“World Through (BVI)”).
 
 World Through (BVI) holds Sunway World Through Technology (Daqing) Co Ltd (“SWT” or “WFOE”), which entered into a series of agreements with Daqing Sunway Technology Co., Ltd (“Sunway”) including but not limited to management, loan, purchase option, consignment, trademark licensing, non-competition, etc. As a result of entering the abovementioned agreements, WFOE  deems to control Sunway as a Variable Interest Entity as required by Accounting Standards Codification ASC 810-10-05 to 10-65 which codified FASB Interpretation No. 46 (revised December 2003) Consolidated of Variable Interest Entities, an Interpretation of ARB No. 51 since SWT was the primary beneficiary.On March 16, 2008, SWT acquired Beijing Sunway New-force Medical Treatment Tech Co., Ltd (“Beijing Sunway”) as its wholly-owned subsidiary.  Beijing Sunway was incorporated in Beijing, PRC on May 24, 2007.
 
 On January 16, 2009, World Through (BVI) acquired Qingdao Liheng Textiles Co Ltd (“Liheng”) as its wholly-owned subsidiary. Liheng was incorporated in PRC on June 6, 2003.
 The Company, through its subsidiaries and Sunway, (hereinafter, collectively referred to as “the Group”), is now in the business of designing, manufacturing and selling logistic transport systems and medicine dispensing systems and equipment.
 
 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 (a)
Method of accounting
 
 The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes.  The financial statements and notes are representations of management.  Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.
  F-9
  SUNWAY GLOBAL INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in US Dollars)
 
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 (b)
Principles of consolidation
 
 The consolidated financial statements, which include the Company and its subsidiaries, are complied in accordance with generally accepted accounting principles in the United States of America. All significant inter-company accounts and transactions have been eliminated. The consolidated financial statements include 100% of assets, liabilities, and net income or loss of those wholly-owned subsidiaries.
 
 The Company owned five subsidiaries since its reverse-merger on June 6, 2007. The detailed identities of the consolidating subsidiaries would have been as follows:
 
 Nameofsubsidiaries

Placeof

incorporation

Attributable

interestWorldThroughLtd

BritishVirginIslands

100%Sunway World Through Technology (Daqing) Co Ltd

PRC

100%*Daqing Sunway Technology Co Ltd

PRC

100%Beijing Sunway New-force Medical Treatment Tech Co., Ltd

PRC

100%Qingdao Liheng Textiles Co Ltd

PRC

100%*Note: Deemed variable interest entity
 
 (c)
Use of estimates
 
 The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
 
 (d)
Economic and political risks
 
 The Group’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.
 The Group’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Group’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
  F-10





SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(e)
Intangibles





Intangibles are stated at cost less accumulated amortisation.  Amortisation is provided over the respective useful lives, using the straight-line method.  Estimated useful lives of the intangibles are as follows:





Land use rights
Over the lease termsTechnology-based design
10 years





(f)
Property, plant and equipment





Property, plant and equipment are carried at cost less accumulated depreciation.  Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property, plant and equipment are as follows:





Buildings
20 yearsMachinery and equipment
6 yearsMoldings
10 yearsComputer software
3 - 10 yearsOffice equipment and motor vehicles
6 - 10 years





The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.





(g)
Maintenance and repairs





The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.





(h)
Accounting for the impairment of long-lived assets





The Group periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in FASB ASC 360. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognised based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.





For the years ended December 31, 2010 and 2009, impairment loss was $429,263 and 4,831,386 respectively.


F-11


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(i)
Inventories





Inventories consist of finished goods and raw materials, and stated at the lower of cost or market value. Substantially all inventory costs are determined using the weighted average basis. Finished goods are comprised of direct materials, direct labor and an appropriate proportion of overhead. The management regularly evaluates the composition of its inventory to identify slow-moving and obsolete inventories to determine if additional write-downs are required.





(j)
Trade receivables





Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience.  Bad debts are written off as incurred.  During the reporting years, there were no bad debts.





Outstanding accounts balances are reviewed individually for collectability. The Company do not charge any interest income on trade receivables.  Accounts balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company has not charged off any balances as it has yet to exhaust all means of collection.





(k)
Cash and cash equivalents





The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in the PRC and Hong Kong. The Company does not maintain any bank accounts in the United States of America.





2010


2009Bank of Communications, Branch of DaqingCity Economic Zone

$
8,612,371


$
4,402,294China Construction Bank, Beijing Branch


471,540



147,273Qingdao bank


66,117



16,111Agricultural Bank of China


392,647



100,025HSBC


34,788



35,106Cash on hand


10,302



16,431$
9,587,765


$
4,717,240





(l)
Restricted cash





Restricted cash are pledged deposits in an escrow account for investor relations purpose.





(m)
Revenue recognition





Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers. Revenues from services recognizes when the agreed services have been performed, provided, completed or virtual completed at an agreed period(s) of time, and are measurable.


Revenue is recognized when all of the following criteria are met:


- Persuasive evidence of an arrangement exists;


- Delivery has occurred or services have been rendered;


- The seller’s price to the buyer is fixed or determinable; and


- Collection is reasonably assured.


F-12


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(m)
Revenue recognition (Continued)





Contract revenues are recognized when the manufacturing and installation of the medical equipments is completed. Generally, the company receives total contract sum from clients in 4 instalments. Deposit of 30% is received from client when the contract is signed. Second payment of 30% is received when the project commenced. Third payment of 30% is received after the construction is completed within 4 months. The final sum of the remaining portion is received after the construction is completed until one year.


(n)
Expected warranty liabilities





The Company warrants its products against defects in design, materials, and workmanship generally for one year. A provision for estimated future costs relating to warranty expense are recorded when products are shipped, and the provision is based upon our own historical claim experience.





(o)
Cost of sales





Cost of sales consists primarily of material costs, employee compensation, depreciation and related expenses, which are directly attributable to the production of products.  All inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs of distribution network are also included.  Write-down of inventory to lower of cost or market is also recorded in cost of revenues.





(p)
Leases





The Group did not have lease which met the criteria of capital lease. Leases which do not qualify as capital lease are classified as operating lease. Operating lease rental payment included in general and administrative expenses were $97,111 and $88,693 and cost of sales were $14,755 and $34,526 for the years ended December 31, 2010 and 2009 respectively.





(q)
Advertising





The Group expensed all advertising costs as incurred.  Advertising expenses included in selling expenses were $22,367 and $585 for the years ended December 31, 2010 and 2009 respectively.





(r)
Shipping and handling





All shipping and handling are expensed as incurred. Shipping and handling expenses included in selling expenses were $85,755 and $43,782 for the years ended December 31, 2010 and 2009 respectively.





(s)
Research and development





All research and development costs are expensed as incurred. The research and development costs included in general and administrative expenses were $240,445 and $203,876 for the years ended December 31, 2010 and 2009 respectively.





F-13


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(t)
Retirement benefits





Retirement benefits in the form of contributions under defined contribution retirement plans to the relevant authorities are charged to the statements of income as incurred. The retirement benefit expenses included in general and administrative expenses were $246,964 and $140,663 for the years ended December 31, 2010 and 2009 respectively.




(u)
Income taxes





The Group accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Group is able to realize their benefits, or that future realization is uncertain.





(v)
Foreign currency translation





The accompanying financial statements are presented in United States dollars. The reporting currency of the Group is the U.S. dollar ($). SWT, Sunway, Beijing Sunway and Liheng use its local currency, Renminbi (RMB), as its functional currency. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the end of period exchange rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.





The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Group because it has not engaged in any significant transactions that are subject to the restrictions.





The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the consolidated financial statements were as follows:





2010


2009Year end RMB : USD exchange rate


6.5918



6.8372Average yearly RMB : USD exchange rate


6.7599



6.8409




The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.  No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.





F-14


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(w)
Statutory reserves





As stipulated by the PRC’s Company Law and as provided in the SWT, Sunway, Beijing Sunway and Liheng’s Articles of Association, SWT, Sunway, Beijing Sunway and Liheng’s net income after taxation can only be distributed as dividends after appropriation has been made for the following:





(i)
Making up cumulative prior years’ losses, if any;


(ii)
Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company's registered capital, which is restricted for set off against losses, expansion of production and operation or increase in registered capital;


(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 restricted for capital expenditure for the collective benefits of the Company's employees; and


(iv)
Allocations to the discretionary surplus reserve, if approved in the shareholders’ general meeting.





(x)
Comprehensive income





Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.  Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Group’s current component of other comprehensive income is the foreign currency translation adjustment.





(y)
Warrant Liability





Effective January 1, 2009, the Company adopted the provisions of FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815") (previously ElTF 07-5, "Determining Whether an instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock"). As a result of adopting ASC 815, the outstanding warrants of the Company previously treated as equity pursuant to the derivative treatment exemption were no longer afforded equity treatment as there was a down-round protection (full-ratchet down round protection). As a result, the warrants are not considered indexed to the Company's own stock, and as such, all future changes in the fair value of these warrants will be recognized currently in earnings until such time as the warrants are exercised or expire.





As such, effective January 1, 2009, the Company reclassified the fair value of these warrants from equity to liability, as if these warrants were treated as a derivative liability since their issuance in June 2007. On January 1, 2009 the Company recorded as a cumulative effect adjustment by decreasing additional paid-in capital amounting to $3,990,942 and decreasing beginning retained earnings by the amount of $65,910,931 and recording $69,901,873 as a warrant liability to recognize the fair value of such warrants on January 1, 2009. The fair value of the warrants was $17,519,515 and $40,808,327 on December 31, 2010 and 2009 respectively. The Company recognized $23,288,812 and $29,093,546 as income from the change in fair value of warrants for the year ended December 31, 2010 and 2009 respectively.


F-15





SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(z)
Recent accounting pronouncements





ASC Update (“ASU”) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. This update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. This ASU codified the consensus reached in EITF Issue No. 09-E “Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash”. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this update did not have any material impact on the Company’s financial statements.





ASC Update (“ASU”) No. 2010-02, Consolidation (Topics 810) – Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope Clarification.  This update provides guidance for non-controlling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.  The adoption of this update did not have any material impact on the Company’s financial statements.





F-16


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(z)
Recent accounting pronouncements (Continued)





ASC Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This update requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Specifically, ASU 2010-06 amends Codification Subtopic 820-10 to now require:





•A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and





•In the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.





In addition, ASU 2010-06 clarifies the requirements of the following existing disclosures:





•For purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and





•A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements.





ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application is permitted.





ASC Update (“ASU”) No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This update is to remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC’s literature.





In addition, the amendments in the ASU requires an entity that is a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the date of issuance of its financial statements and must disclose such date. All of the amendments in the ASU were effective upon issuance (February 24, 2010) except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.




F-17


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(z)
Recent accounting pronouncements (Continued)





ASC Update (“ASU”) No. 2010-10, Consolidation (Topic 810): Amendments for Certain Investment Funds. This update is to defer the effective date of certain amendments to the consolidation requirements of FASB Accounting Standards CodificationTM (Codification) Topic 810, Consolidation, resulting from the issuance of FASB Accounting Standard No. 167, Amendments to FASB Interpretation 46(R). Specifically, the amendments to the consolidation requirements of Topic 810 resulting from the issuance of Statement 167 are deferred for a reporting entity’s interest in an entity:





•That has all the attributes of an investment company; or





•For which it is industry practice to apply measurement principles for financial reporting purposes that are consistent with those followed by investment companies.





The ASU does not defer the disclosure requirements in the Statement 167 amendments to Topic 810. The amendments in this ASU are effective as of the beginning of a reporting entity's first annual period that begins after November 15, 2009, and for interim for interim periods within that first annual reporting period. Early application is not permitted.





ASC Update (“ASU”) No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. This update is to codify the consensus reached in EITF Issue No. 09-J, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” The amendments to the Codification clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or services condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The adoption of this update did not have any material impact on the Company’s financial statements.





ASC Update (“ASU”) No. 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. This update amends various SEC paragraphs in the FASB Accounting Standards Codification pursuant to SEC Final Rule, “Technical Amendments to Rules Forms, Schedules and Codification of Financial Reporting Policies”. The adoption of this update did not have any material impact on the Company’s financial statements.





ASC Update (“ASU”) No. 2010-22, Accounting for Various Topics. This update amends various SEC paragraphs in the FASB Accounting Standards Codification based on external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 which amends or rescinds portion of certain SAB topics. SAB 112 was issued to bring existing SEC guidance into conformity with ASC 805 “Business Combination” and ASC 810 “Consolidation”. The adoption of this update did not have any material impact on the Company’s financial statements.




F-18


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(z)
Recent accounting pronouncements (Continued)




ASC Update (“ASU”) No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This update reflects the decision reached in EITF Issue No. 10-G. The amendments in this ASU affect any public entity as defined by Topic 805, Business Combinations, that enters into business combinations that are material on an individual or aggregate basis. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.





Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.




F-19


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





3.
CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS





Financial instruments which potentially expose the Group to concentrations of credit risk, consists of cash and trade receivables as of December 31, 2010 and 2009. The Group performs ongoing evaluations of its cash position and credit evaluations to ensure collections and minimize losses.





As of December 31, 2010 and 2009, the Group’s bank deposits were all placed with banks in the PRC and Hong Kong where there is currently no rule or regulation in place for obligatory insurance of bank accounts.





For the years ended December 31, 2010 and 2009, the group’s sales were generated from the PRC and Western Europe. Trade receivables as of December 31, 2010 and 2009arose in the PRC and overseas.





The maximum amount of loss due to credit risk that the group would incur if the counter parties to the financial instruments failed to perform is represented the carrying amount of each financial asset in the balance sheet.





Normally the Group does not obtain collateral from customers or debtors.





Details of the customers accounting for 10% or more of the Group’s revenue are as follows:





2010


2009Customer A

$
1,548,099



1,002,673Customer B


1,744,848



1,064,612Customer D


1,760,381



926,048Customer E


1,579,165



1,187,997Customer F


2,164,233



1,213,578





Details of customers accounting for 10% or more of the Group’s trade receivables are as follows:





2010


2009Customer A

$
671,940


$
347,195Customer B


851,516



373,223Customer C


541,585



310,245Customer D


836,952



421,177Customer E


874,686



214,417Customer F


500,458



287,106


F-20


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





4.
AMOUNT DUE FROM A RELATED COMPANY





Amount due from Rise Elite International Ltd (Rise Elite) was $830, a related company where Mr. Liu Bo, the director of the Group is a shareholder. The amount is held by Rise Elite for the initial setup expenses.





Amount due form Daqing Sunway Software Tech Co., Ltd. Was $75,852, a related company where Mr. Zhaoqichao, the director of the Group is a shareholder.





The amount is unsecured, interest free and repayable on demand.





5.
TRADE RECEIVABLES, NET





Trade receivables comprise the followings:


2010


2009Trade receivables, gross

$
9,327,032


$
3,555,378Provision for doubtful debts


(39,579
)


(17,983
)Trade receivables, net

$
9,287,453


$
3,537,395





All of the above trade receivables are due within one year of aging.





An analysis of the allowance for doubtful accounts for the years ended December 31, 2010 and 2009 is as follows:


2010


2009Balance at beginning of year

$
17,983


$
8,414Addition of the provision


20,926



9,549Foreign exchange adjustment


670



20Balance at end of year

$
39,579


$
17,983





Allowance was made when collection of the full amount is no longer probable.  Management reviews and adjusts this allowance periodically based on historical experience, current economic climate as well as its evaluation of the collectability of outstanding accounts. The Group evaluates the credit risks of its customers utilizing historical data and estimates of future performance.




F-21


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





6.
TRAVEL ADVANCES TO SHAREHOLDERS





Travel advances were made to shareholders. These shareholders are also the management of the company and these advances are used to enable their execution of operational duties such as marketing and sales promotion. The following table provides the details of the outstanding accounts. They are unsecured, interest free and repayable on demand.





2010


2009Bo Liu

$
319,697


$
28,015Deli Liang


13,012



43,357$
332,709


$
71,372





The following table provides the activity in thetravel advances to shareholders:





2010


2009Beginning balance, January 1

$
71,372


$
38,733Add: Advanced during the year


570,554



122,997Less: Transferred to income statement


(43,887
)


(90,358
)Repayment by directors


(265,330
)


-Ending balance, December 31

$
332,709


$
71,372





7.
ADVANCES TO EMPLOYEES





Advances to employees are advances for purchases and travelling. They are unsecured, interest free and repayable on demand.The following table provides the activity in the advances to employees:





2010


2009Beginning balance, January 1

$
217,865


$
429,804Add: Advanced during the year


688,121



610,677Less: Transferred to income statement


(314,842
)


(418,288
)Recollected from employees


(321,841
)


(404,328
)Ending balance, December 31

$
269,303


$
217,865





8.
INVENTORIES





Inventories comprise the followings:


2010


2009Finished goods

$
943,148


$
241,831Work in process


116,157



26,152Raw materials


320,612



321,888$
1,379,917


$
589,871





F-22


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





9.
PROPERTY, PLANT AND EQUIPMENT, NET





Property, plant and equipment, net comprise the followings:


2010


2009At costBuildings

$
2,128,873


$
1,848,075Machinery and equipment


1,257,656



1,087,332Moldings


9,300,380



8,966,572Computer software


2,186,190



2,101,507Office equipment and motor vehicles


653,781



97,728$
15,526,880


$
14,101,214Less: accumulated depreciation


(6,551,027
)


(4,678,587
)$
8,975,853


$
9,422,627Construction in progress


1,309,455



1,085,788$
10,285,308


$
10,508,415





Construction in progress represents direct costs of construction incurred for factory infrastructure. Capitalization of these costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until it is completed and ready for intended use.





Depreciation expenses are included in the statement of income as follows:





2010


2009Cost of net revenues

$
1,626,296


$
963,728General and administrative expenses


143,027



107,373Selling expenses


70,042



43,163Total depreciation expenses

$
1,839,365


$
1,114,264





F-23


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





10.
INTANGIBLES, NET





Details of intangibles are as follows:


2010


2009Land use rights, at cost

$
2,702,675


$
2,502,082Technology-based design, at cost


20,362,041



14,811,984$
23,064,716


$
17,314,066Less: accumulated amortization


(3,812,322
)


(2,204,078
)Total intangibles, net

$
19,252,393


$
15,109,988





During the year of 2009, the Group acquired the rights to use a parcel of land totaling 9,082 square meters, for a consideration of $89,552 (RMB613,035), located at Qingdao Hi-Tech Industry Development Zone, Qingdao, Shandong in the People’s Republic of China for a term of 48 years from November 3, 2006 to July 24, 2053.  The Group acquired secondly the rights to use a parcel of land totaling 10,841 square meters, for a consideration of $106,709 (RMB730,485), located at Qingdao Hi-Tech Industry Development Zone, Qingdao, Shandong in the People’s Republic of China for a term of 50 years from January 14, 2009 to January 13, 2059. Both lands have been used to build the Liheng’s facility.





During the year of 2009, the Group acquired the design and internal device control of medicine dispensing and packing machine, for a consideration of $6,988,882 (RMB47,300,000).





Amortization expense included in the general and administrative expenses for the years ended 2010 and 2009 were $1,526,191 and $1,103,231 respectively.





As of December 31, 2010, land use rights with net book value of $180,838 (RMB1,229,695)  were pledged as collateral for certain loans.




There were no disposals during the fiscal year ended December 31, 2010.


F-24


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





11.
SHORT-TERM BANK LOANS





A short-term bank loan was initiated on August 31, 2010 and paid-off on February 25, 2011 by a director. As of December 31, 2010, the bank loan balance was as follows:





2010


2009

CollateralLoans from Bank of Qingdao, interest rates at 6.37% per annum, due August 30, 2011

$
303,407


$
-

Land use rightsBalance at end of year

$
303,407


$
-


12.
EXPECTED WARRANTY LIABILITIES





An analysis of the expected warranty liabilities for the years ended December 31, 2010 and 2009 is as follows:





2010


2009Balance at beginning of year

$
32,618


$
50,396Warranty expense for the year


19,476



(17,903
)Foreign currency difference


1,214



125Balance at end of year

$
53,308


$
32,618


F-25


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)


13.
SERIES B CONVERTIBLE PREFERRED STOCK AND ASSOCIATED WARRANTS





On June 5, 2007, the Company entered into a purchase agreement, whereby the company agreed to sell 165,432 shares of the Company’s Series B Preferred shares and various stock purchase warrants to purchase up to 18,686,054 shares of the Company’s common shares. The exercise price, expiration date and number of share eligible to be purchased with the warrants is summary in the following table:




Investment

Amount

PreferredB

AWarrant

BWarrant

JWarrant

CWarrant

DWarrantVision Opportunity Master Fund, Ltd.


6,500,000

160,494


4,814,815

2,407,407


4,362,416

4,362,416


2,181,208Columbia China Capital Group, Inc.


200,000

4,938


148,148

74,074


134,228

134,228


67,114





Series of Warrant

Number of shares


Exercise Price

Expiry DateSeries A


4,962,963


$
1.76

6 /5 /2012Series B


2,481,481



2.30

6 /5 /2012Series J


4,496,644



1.49

6 /5 /2008Series C


4,496,644



1.94

6 /5 /2012Series D


2,248,322



2.53

6 /5 /2012




On June 6, 2007, we issued to Kuhns Brothers, Inc. and its designees an aggregate of 17,646 shares of Series A Preferred and a Series J warrant to purchase an aggregate of 496,296 shares of common stock of the Company at $1.62 per share in connection with the reverse merger transaction pursuant to the placement agent agreement with the Kuhns Brothers, Inc.




The Series B preferred stock has liquidation rights senior to common stock and Series A preferred stock.  In the event of a liquidation of the Company, holders of Series B preferred stock are entitled to receive a distribution equal to $40.50 per share of Series B preferred stock prior to any distribution to the holders of common stock and Series A preferred stock.  The Series B preferred stock is entitled to non-cumulative dividends only upon declaration of dividends by the Company.  To date, no dividends have been declared or accrued.  The Series B preferred stock will participate based on their respective as-if conversion rates if the Company declares any dividends.  After the Amendment were filed effect the Reverse Split, each share of Series B preferred stock would be convertible into 30 shares of Common Stock for $1.35 each, which both may be adjusted from time to time pursuant to the conversion rate.




F-26


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)


13.
SERIES B CONVERTIBLE PREFERRED STOCK AND ASSOCIATED WARRANTS


(Continued)




The holders of Series B preferred stock shall be entitled to voting rights by applicable law and the right to vote together with the holders of Common and Series A Preferred Stock.




The gross proceeds of the transaction were $6.7 million. The proceeds from the transaction were allocated to the Series B preferred stock, warrants and beneficial conversion feature based on the relative fair value of the securities.  The value of the Preferred Series B was determined by reference to the market price of the common shares into which it converts, and the gross value of the warrants was calculated using the Black –Scholes model with the following assumptions:  expected life of 1 year, volatility of 117% and an interest rate of 4.99%.




The Company recognized a beneficial conversion feature discount on the Series B preferred stock at its intrinsic value, which was the fair value of the common stock at the commitment date for the Series B preferred stock investment, less the effective conversion price but limited to the $6.7 million of proceeds received from the sale. The Company recognized the $6.7 million beneficial conversion feature as an increase in paid in capital in the accompanying consolidated balance sheets on the date of issuance of the Series B preferred shares since the Series B preferred shares were convertible at the issuance date.




The agreement, also provided that if a Registration Statement is not effective within a certain period of time or the common shares are not listed on the NASDAQ or American exchange by December 31, 2008, the Company will pay the holders of the shares a penalty that can range from $67,000 to $670,000 and certain principal shareholders would issue up to 1,000,000 additional shares to the purchasers of the Preferred Series B shares.  The company is accounting for these penalties in accordance with ASC 450 “Contingencies” which codifiedFAS 5 - Accounting for Contingencies, whereby the penalty will not be recorded as a liability until and if it is probable the penalty will be incurred. No penalty has been recorded in the accompanying financial statements for this contingency.




Under the agreement, Warrant J was expired on June 5, 2008. On that day, Vision Opportunity Master Fund Ltd. converted all the Warrant J, totally 4,362,416 shares into 4,362,416 of common stock.




On February 7, 2008, 12 shareholders of Preferred Series A converted 228,530 shares into 13,711,831 shares of common stock, in which Rise Elite International Limited, Vision Opportunity Master Fund, Ltd and Kuhns Brothers, Inc converted 210,886, 7,990 and 2,647 shares of Preferred Series A into 12,653,160, 479,400 and 158,820 shares of common stock respectively.




On June 18, 2008, Columbia China Capital Group, Inc. converted 4,938 shares of Preferred Series B into 148,140 shares of common stock.




On November 10, 2008, Columbia China Capital Group, Inc. converted the Warrant J, totally 53,691 shares into 53,691 of common stock.





F-27


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)


13.
SERIES B CONVERTIBLE PREFERRED STOCK AND ASSOCIATED WARRANTS


(Continued)





Effective January 1, 2009, the Company adopted the provisions of FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815") (previously ElTF 07-5, "Determining Whether an instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock"). As a result of adopting ASC 815, the outstanding warrants of the Company previously treated as equity pursuant to the derivative treatment exemption were no longer afforded equity treatment as there was a down-round protection (full-ratchet down round protection). As a result, the warrants are not considered indexed to the Company's own stock, and as such, all future changes in the fair value of these warrants will be recognized currently in earnings until such time as the warrants are exercised or expire.





As such, effective January 1, 2009, the Company reclassified the fair value of these warrants from equity to liability, as if these warrants were treated as a derivative liability since their issuance in June 2007. On January 1, 2009 the Company recorded as a cumulative effect adjustment by decreasing additional paid-in capital amounting to $3,990,942 and decreasing beginning retained earnings by the amount of $65,910,931 and recording $69,901,873 as a warrant liability to recognize the fair value of such warrants on January 1, 2009. The fair value of the warrants was $17,519,515 and $40,808,327 on December 31, 2010 and 2009 respectively. The Company recognized $23,288,812 and $29,093,546 as income from the change in fair value of warrants for the year ended December 31, 2010 and 2009 respectively.





As of December 31, 2010, the Company adopts the lattice model with Monte Carlo Simulations to measure the various outcome so as to calculate the most likely expected future value of the convertible shares at a defined time period. The Company believes that the Lattice model canimprove the valuation of the existing warrants with consideration of early exercise rights and down ratchet exercise price reset provision. The change is accounted for as change in accounting estimates. As opposed to closed form model like Black Scholes which assumes warrants be exercised on expiry date, the lattice model assumes a low probability of early exercise due to declining stock prices and sample different price paths using Monte Carlo simulation.




F-28


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)


14.
INCOME TAXES





The Company, being registered in the State of Nevada and which conducts all of its business through its subsidiaries incorporated in PRC, is not subject to federal income tax until the operating profits was rebounded back to Untied States. The subsidiaries are SWT, Sunway, Beijing Sunway, Liheng (see note 1).





SWT, Sunway, Beijing Sunway and Liheng, being registered in the PRC, are subject to PRC’s Corporate Income Tax (“CIT”). Under applicable income tax laws and regulations, an enterprise located in PRC, including the district where our operations are located, is subject to a rate of 25% for the years ended December 31, 2010 and 2009.





However, Sunway is a high technology company, and in accordance with the relevant regulations regarding the favourable tax treatment for high technology companies, Sunway is entitled to a reduced tax rate of 15% as long as Sunway is physically located and registered in the high and advance technology development zone.





The Group uses the asset and liability method, where deferred tax assets and liabilities are determined based in the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. There are no material temporary differences and therefore no deferred tax asset or liabilities as of December 31, 2010 and 2009.





F-29





SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





14.
INCOME TAXES (Continued)




A reconciliation between the income tax computed at the U.S. statutory rate and the Group’s provision for income tax is as follows:




2010


2009U.S. statutory rate


34
%


34
%Foreign income not recognized in the U.S.


(34
)%


(34
)%PRC CIT


25
%


25
%Tax holiday


(10
)%


(10
)%Provision for income taxes


15
%


15
%





The provision for income taxes consists of the following:





2010


2009Current tax - PRC CIT

$
1,532,991


$
768,318Deferred tax provision


-



-Income tax expenses

$
1,532,991


$
768,318





Reconciliation of these items is as follows:





2010

2009Income before taxation

$
33,043,535


$
28,747,218Add: Impairment of property, plant & equipment


429,263



-Impairment on investment


-



4,831,386Other non-tax deductible items


35,954



637,062Less: change in fair value of warrants


23,288,812



29,093,546Taxable income (adjusted)

$
10,219,940


$
5,122,120





F-30


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





15.
EARNINGS PER SHARE





The calculation of the basic and diluted earnings per share attributable to the common stock holders is based on the following data:




Income:

2010


2009Income for the purpose of basic earnings per share

$
31,510,544


$
27,978,900Effect of dilutive potential common  Stock


-



-Income for the purpose of  dilutive earnings per share

$
31,510,544


$
27,978,900Number of shares:Weighted average number of  common stock for the purpose of basic  earnings per share


18,499,736



18,499,736Effect of dilutive potential common stock-conversion of Series Aconvertible preferred stock


-



--conversion of Series Bconvertible preferred stock


4,814,820



4,814,820-conversion of Warrant Series A


1,368,800



2,843,862-conversion of Warrant Series B


133,023



1,096,842-conversion of Warrant Series J


-



--conversion of Warrant Series C


890,894



2,337,659-conversion of Warrant Series D


-



852,777Weighted average number of common stock for the purpose of dilutive earnings per share


25,707,273



30,445,696





F-31


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





16.
COMMITMENTS AND CONTINGENCIES





The Group has entered into a tenancy agreement for factory expiring through 2010. Total rental expenses for the year ended December 31, 2010 and 2009 amounted to $111,866 and $122,700 respectively.





As at December 31, 2010, the Group’s commitments for minimum lease payments under these leases for the next one year are as follows:





December 31,2011

$
92,8892012 and thereafter


60,811$
153,700





17.
SEGMENT INFORMATION





The Group currently is engaged in the manufacturing and selling of logistic transport systems and categorized in one segment. The Group has contracted with customers with four types of product altogether, workstation type A, workstation type B, workstation type C and Sunway Automatic Dispensing and Packing (“SADP”) and others .  Workstation types A, B and C are of the same function but with different product design.





Net revenues and cost of revenues by product:





2010

Workstation


Workstation


WorkstationTypeA


TypeB


TypeC


SADP


Others


ConsolidatedNet revenues

$
4,722,348



206,699



15,052,215



2,533,748



503,237



23,018,247Cost of netrevenues


(1,512,074
)


(52,683
)


(5,098,085
)


(856,462
)


(179,867
)


(7,699,171
)$
3,210,274



154,016



9,954,130



1,677,286



323,370



15,319,076





2009

Workstation


Workstation


WorkstationType A


Type B


Type C


SADP


Others


ConsolidatedNet revenues

$
4,675,932



1,643,643



5,478,736



1,080,597



184,214



13,063,122Cost of netrevenues


(1,543,299
)


(517,179
)


(1,922,638
)


(566,542
)


(70,593
)


(4,620,251
)$
3,132,633



1,126,464



3,556,098



514,055



113,621



8,442,871


The Group’s operations are located in the PRC.  All revenues are derived from customers in the PRC and Europe. All of the Group’s assets are located in the PRC.  Sales of workstations are carried out in the PRC.  Accordingly, no analysis of the Group's sales and assets by geographical market is presented.


F-32


SUNWAY GLOBAL INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


(Stated in US Dollars)





18.
FAIR VALUE MEASUREMENTS





The Company has adopted FASB Statement No. 157, Fair Value Measurements (ASC 820), establishes a framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).  The three levels of the fair value hierarchy under FASB Statement No. 157 are described as follows:





Level 1
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.


Level 2
Inputs to the valuation methodology include


·
quoted prices for similar assets or liabilities in active markets


·
quoted prices for identical or similar assets or liabilities in inactive markets


·
inputs other than quoted prices that are observable for the asset or liability


·
inputs that are derived principally from or corroborated by observable market data by correlation or other means


If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.


Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.





The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.





Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.





Warrant Liability:  As of December 31, 2010, the Company adopted the lattice valuation method to improve the valuation of the existing warrants with early exercise rights and down ratchet exercise price reset provision. The change is accounted for as change in accounting estimates. As opposed to closed form model like Black Scholes which assumes warrants be exercised on expiry date, the lattice model assumes a low probability of early exercise due to declining stock prices and sample different price paths using Monte Carlo simulation.




19.
SUBSEQUENT EVENTS
 
 In preparing these financial statements, the Company evaluated the events and transactions that occurred from January 1, 2011 through April 14, 2011, the date these financial statements were issued. The Company has made the required additional disclosures in reporting periods in which subsequent events occur.
 
 On February 25, 2011, a short-term loan was paid off by a director, see note 11 for details.




F-33




ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.




None





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, following misstatement and control weakness are noted for the fiscal year ended December 31, 2010 that required correction:





Changes in the paid-in capital and retained earnings accounts in the Balance Sheet as of December 31, 2007, and the Statements of Shareholders’ Equity for the year ended December 31, 2008, 2009 and 2010, related notes and disclosure as related to comply with paragraph of ASC 740-10-50-12. The Company also amends on this Form 10-K/A certain typographical errors, provides additional explanation to clarify the statement of cash flow appeared in the financial statements for the year ended December 31, 2007, provides supplementary additional income tax reconciliation disclosure.





No independent director exists in the Board of Directors, and the directors have a little understanding about U.S. GAAP and Sarbanes-Oxley Act 404 requirements from PwC’s training as part of their Internal Control Advisory Engagement in 2009; thus the function of Audit Committee is failed in 2010. The company plan to have it corrected within 2011.





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, in spite 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, 2010.





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.





During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2010, Management identified significant deficiencies related to the following:


32





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, and it has concluded that our internal controls over financial reporting were not effective as of December 31, 2010.





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, 2009.  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.





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.


33





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 9B.
OTHER INFORMATION.





No.





PART III





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.





Set forth below is certain information regarding our directors and executive officers.  Our Board of Directors is comprised of two directors.





The following table sets forth certain information with respect to our directors and executive officers.





Directors and Executive Officers

Position/Title

AgeLiu Bo

President, Chief Executive Officer and Director

45Samuel Sheng

Chief Financial Officer

40Sun Weishan

Chief Operating Officer and Secretary

49Liang Deli

Director

48





There are no family relationships between any of our directors or executive officers.





Each of our directors is elected to serve until the next annual meeting of our shareholders and until his successor is elected and qualified or until such director’s earlier death, removal or termination.





Set forth below is biographical information about our current directors and executive officers:





Liu Bo, our President and Chief Executive Officer and a director, has been Chairman of the Board, CEO and a director of Daqing Sunway since March 1993. Sunway is an affiliate of Rise Elite and WTL. Mr. Liu has a Bachelor’s degree in the field of Automatic Systems Engineering from Qiqihaer University in Heilongjiang Province, China in 1986.





Samuel Sheng has been Chief Financial Officer since November 2007. Mr. Sheng has held numerous management positions requiring expertise in financial and accounting matters. From 2004 until his appointment with the Company, he served as the Chief Financial Officer of American Lorain Corp, and from 2002 through 2004 he served as President and Chief Financial Officer of LinyiJiangxing Steel Ltd.





SunWeishan has been Secretary and Chief Operating Officer since December 2007. Prior to joining the Company, from April 2001 to December 2006 Mr. Sun served as Executive Director, Vice President, Assistant General Manager, and Secretary of the Board of Directors for Daqing Sunway. Mr. Sun graduated from Yenshan University and Daqing Petroleum Institute with degrees in mechanical engineering and chemical engineering, respectively.





Liang Deli became a director upon the resignation of Richard Astrom in June 2007. He has been Vice President of Sunway since August 1997, and is under contract to serve in that position until 2017. Mr. Liang’s area of focus is Sunway’s technology and market operations. Mr. Liang received a Bachelor degree in the field of Automatic Systems Design and Control from Shenyang Industry University in Liaoning Province, China in 1983.





To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:


34






Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.





Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.





Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.





Been found by a court of competent jurisdiction (in a civil action), the SEC, the Commodities Futures Trading Commission, or any self-regulatory organization or equivalent exchange, association, entity or organization that has disciplinary authority over the Company or the executive officer/director to have violated a federal or state securities or commodities law, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity, and the judgment or administrative order has not been reversed, suspended or vacated.





Board of Directors





Our Directors are elected by the vote of a plurality in interest of the holders of our voting stock and hold office for a term of one year and until a successor has been elected and qualified.





A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.





The board held two meetings during the fiscal year of 2010.  These meetings include meetings that were held by means of a conference telephone call, but do not include actions taken by unanimous written consent.





Each director attended at least 100% of the total number of meetings of the board during the year. Our non-management directors did not meet in executive session during 2010.





Director Experience





The Board believes that each of the Company’s directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s shareholders. When evaluating candidates for election to the Board, the Board seeks candidates with certain qualities that it believes are important, including integrity, an objective perspective, good judgment, and leadership skills. The Board has also considered the fact that all of our directors have worked for, or served on the boards of directors of, a variety of companies in a range of industries. The Board believes that through their varying backgrounds, the Company’s directors bring a wealth of experiences, new ideas and solutions to the Board. Specifically, the Board has noted that our directors have the following skills and qualifications that, among others, have made them particularly suited to serve as a director of Sunway Global:





·
Mr. Liu Bo is 45 years old and is a senior engineer and main founder of the Sunway Company. Mr.Liu, also holds a Bachelor’s degree in the field of Automatic Systems Engineering from Qiqihaer University in Heilongjiang Province, China in 1986. Mr Bo’s current position is Chairman  & CEO of Sunway Global Inc. He was nominated as Excellent Young Entrepreneur in Heilongjiang province, Labor Model in HeilongjiangProvince, Private Science and Technology Entrepreneur in the Northeast, and was awarded National Labor Award in 2001. He has been working in automatic control area for a long period of time, and was in charge of the development work for many new products since the company’s establishment. From 1998 to 2000, he was in charge of the development of power control industrial controlling unit software. The software was tested by Electronic and Information Bureau of Heilongjiang Province in 1999 and was proved to reach domestic advanced level and with some functions reaching globally advanced level. It was named as National Major New Product in 2000, awarded First Award of Information Technology in the province in 2001 and Third Award of Science and Technology of Heilongjiang Province. Mr.Liuwas also in charge of the development of the first Pneumatic Tube Material Transport System in the country in 2001 and 2002, making a new breakthrough of such products in China. In 1996, he took over Industrial Computer System Application project under national Ninth Five-Year plan in the company, and was also responsible for Real-Time Database and Monitoring System under the Tenth Five-Year 863 plan in 2002. He has excellent leadership and strategic insight and good understanding of the industry.


35





·
Mr. Liang Deli is 48 years old, holds a bachelor’s degree, and is a senior engineer. He joined Sunway in 1997.Mr. Deli led the R&D team to National New Product Award. Mr. Liang graduated with an MBA from Tsinghua University and spent  two years training in Japan and Singapore.


Audit Committee





We have not yet appointed an audit committee, and our board of directors currently acts as our audit committee. At the present time, we believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. 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 2011fiscal year.





Audit Committee Financial Expert





We do not currently have a member who qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K. Our board of directors is in the process of searching for a suitable candidate for this position.




Code of Ethics





We have not adopted a code of ethics to apply to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions because, until recently, we have not been an operating company. We expect to adopt a Code of Ethics in the near future.





Board Leadership and Risk Oversight





Our Chief Executive Officer also serves as Chairman of the Board. We have two other directors, one of whom is independent. The Board believes that the Company’s Chief Executive Officer is best situated to serve as Chairman of the Board because he is the director most familiar with our business and industry and the director most capable of identifying strategic priorities and executing our business strategy. In addition, having one person serve as both Chairman and Chief Executive Officer eliminates potential for confusion and provides clear leadership for the Company, with a single person setting the tone and managing our operations. The Board oversees specific risks, including, but not limited to:





•
appointing, retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent auditors relating to financial reporting;




•
approving all auditing and non-auditing services permitted to be performed by the independent auditors;




•
reviewing annually the independence and quality control procedures of the independent auditors;




•
reviewing, approving, and overseeing risks arising from proposed related party transactions;




•
discussing the annual audited financial statements with the management;




•
meeting separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management; and




•
monitoring the risks associated with management resources, structure, succession planning, development and selection processes, including evaluating the effect the compensation structure may have on risk decisions.





Nominating Procedures





During 2010 there were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.





Section 16 Beneficial Ownership Compliance





Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of the Company’s common stock, to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC.


36




Based solely on the reports received by the Company and on written representations from certain reporting persons, we believe that the directors, executive officers and persons who beneficially own more than 10% of the Company’s common stock during the fiscal year ended December 31, 2010 have been in compliance with Section 16(a). (Please confirm)





ITEM 11.
EXECUTIVE COMPENSATION.





The following table sets forth information concerning the total compensation that we have paid or that has accrued on behalf of our Chief Executive Officer and other executive officers during the years ended December 31, 2010 and 2009.





Summary Compensation Table





The following is a summary of the compensation paid by us to the individuals who have served as our CEO and any executive officers who have received compensation in excess of $100,000 for the two years ended December 31, 2010 and 2009.





Salary

(cash or

non-cash)


Bonus

(cash or

non-cash)


Stock

Awards


Option

Awards


Non-Equity

Incentive Plan

Compensation


Non-Qualified

Deferred

Compensation

Earnings


All Other

Compensation


TotalName and Principal Position

Year

($)


($)


($)


($)


($)


($)


($)


($)Liu Bo

CEO and Director (current)

2010

91,463



-



-



-



-



-



-


91,4632009


89,153



-



-



-



-



-



-



89,153Samuel Sheng

CFO (current)

2010

73,170



-



-



-



-



-



-



73,1702009


70,278



-



-



-



-



-



-



70,278Sun Weishan

COO (current)

2010

73,170



-



-



-



-



-



-



73,1702009


70,278



-



-



-



-



-



-



70,278




Outstanding Equity Awards at Fiscal Year-End





As of our fiscal years ended December 31, 2010 and 2009, we did not have any stock option plan or stock incentive plan and there were no outstanding equity awards as of our fiscal years ended December 31, 2010 and 2009. No equity awards were granted during the year ended December 31, 2010.





Employment Contracts and Termination of Employment and Change-In-Control Arrangements





We have the following employment contracts with the named executive officers:  (Please confirm)





Sun Weishan has an employment agreement with the Company. Pursuant to this employment agreement, Mr. Sun shall receive an annual base salary of $40,540 (RMB300,000) and may also receive a year-end performance bonus to be determined by the Board. Mr. Sun’s initial term as Secretary terminates December 30, 2010. If the Mr. Sun and the Company have not agreed to new employment terms within a month of expiration of the term, Mr. Sun’s terms of employment will be extended, and Mr. Sun will continue to serve as Secretary under the original terms of the employment agreement for up to three years thereafter.





Samuel Sheng has an employment agreement with the Company for a renewable three-year term beginning December 1, 2007. Pursuant to this employment agreement, Mr. Sheng shall receive an annual base salary of approximately $40,540 (RMB300,000), subject to a year-end bonus to be determined by the Board of Directors.  The employment agreement was automatically renewed effective December 1, 2010.  Mr. Sheng continues to serve as Chief Financial Officer of the Company under the original terms of the employment agreement.




Director Compensation
  Other than as disclosed in the Summary Compensation Table above, Liang Deli received $70,278 for his services as a member of the Board of Directors for an initial term expiring on June 30, 2012. Our directors are also reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the board and its committees, if any.




37





ITEM 12.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS.





The following table lists stock ownership of our common stock as of April 11, 2011.  The information includes beneficial ownership by (i) holders of more than 5% of our common stock, (ii) each of our current directors and executive officers and (iii) all of our directors and executive officers as a group.





The information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act based upon information furnished by the persons listed or contained in filings made by them with the Commission. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our common stock been beneficially owned by them.





Amount and Nature of Beneficial Ownership





Name and Address of

Beneficial Owner

Director/Officer

Amount and Nature of

Beneficial Ownership (1)


Percentage

of Class (1)Rise Elite International Limited




12,653,160
(2)


68.40
%Vision Opportunity Master Fund, Ltd.




4,754,772
(3)


9.9
%Vision Capital Advantage Fund. L.P.




596,808
(3)


9.9
%Liu Bo

President,

Chief Executive Officer

and Director


12,653,160
(4)


68.40
%Liang Deli

Vice President and

Director


-
(5)


-Samuel Sheng

Chief Financial Officer


-



-Sun Weishan

Chief Operating Officer

and Secretary


-



-All directors and officers as a group




12,653,160



68.40
%




(1) Applicable percentage ownership is based on 18,499,736 shares of common stock outstanding as of April 11, 2011, together with securities exercisable or convertible into shares of common stock within 60 days of April 11, 2011 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of April 11, 2011 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.





(2) Mr. Liu, the majority shareholder and sole officer and director of Rise Elite, has voting and dispositive control over the shares of common stock held by Rise Elite.





(3) Vision Capital Advisors, LLC (“Vision Capital Advisors”) serves as investment manager to Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund. L.P. (collectively, the “Funds”). Adam Benowitz, Managing Member of Vision Capital Advisors and Director of each of the Funds, holds the power to vote and dispose of the subject shares.





Based upon the Form 3 filed by Vision Capital Advantage Fund, L.P. on September 25, 2008, it holds 596,808 shares of Common Stock of the Company.




38


In addition to those holdings disclosed in the table above, Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund, L.P. (collectively, “Vision”) holds warrants A, B, C and D to purchase up to 13,765,846 shares of common stock and 160,494 shares of Series B Convertible Preferred Stock, each share of which is convertible into 30 shares of common stock.  However, Vision is contractually prohibited from exercising these warrants and converting the Series B Convertible Preferred Stock if the number of shares of our common stock to be issued pursuant to such exercise would cause Vision to hold in excess of 9.9% of our then issued and outstanding shares of common stock. Vision is permitted to waive such restrictions on exercise and conversion upon providing us sixty-one (61) days’ notice.





(4) This number represents shares held by Rise Elite.  Liu Bo is shareholder of Rise Elite holding 70.39% ownership interest in Rise Elite. As the majority shareholder and sole officer and director of Rise Elite, Liu Bo has voting and dispositive control over the shares of common stock held by Rise Elite; and therefore may be deemed to beneficial own all of the common shares of Sunway Global held by Rise Elite.





(5) Liang Deli holds a 7.66% ownership interest in Rise Elite but does not have any voting and dispositive power over the shares hold by Rise Elite.





ITEM 13.           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE.





Certain Relationships and Related Transactions [update as necessary]





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, $585,678was 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. This All of this loan was re-paid in full 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 federal securities laws and the rules of The NASDAQ Stock Market. 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 2011fiscal year.




39




ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit Fees. The aggregate fees incurred by the Company’s independent registered public accounting firms, for professional services rendered for the audit of our annual financial statements for the years ended December 31, 2010 and December 31, 2009, and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q and other SEC filings during those fiscal years were approximately $86,000 and $76,000, respectively.





Audit-Related Fees. The aggregate fees incurred by the Company’s independent registered public accounting firms were $4,500 and $3,6000, respectively, for audit-related services during the years ended December 31, 2010 and December 31, 2009.





Tax Fees. The Company did not incur any tax fees from its independent registered public accounting firms for services rendered to the Company for the fiscal years ended December 31, 2010 and December 31, 2009.




All Other Fees. The Company did not incur any other fees from its independent registered public accounting firms for services rendered to the Company, other than the services covered in "Audit Fees" for the fiscal years ended December 31, 2010 and December 31, 2009.





ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





Exhibits:





Exhibit

No.

Description of Exhibit3.1

Articles of Incorporation, as amended and corrected. (1)3.2

Bylaws. (2)3.3

Specimen of Common Stock certificate. (1)3.4

Certificate of Designations authorizing the Series A Convertible Preferred Stock, as amended and corrected. (1)3.5

Certificate of Designations authorizing the Series B Convertible Preferred Stock, as amended and corrected. (1)4.1

Series B Stock Purchase Agreement, dated as of June 5, 2007, by and among the Company, Vision Opportunity Master Fund, Ltd. and each of the other investors party thereto. (1)4.2

Registration Rights Agreement, dated as of June 5, 2007, by and between the Company and Vision Opportunity Master Fund, Ltd. (1)4.3

Lock-Up Agreement, dated as of June 5, 2007, by and among the Company and Rise Elite. (1)4.4

Form of Series A Warrant. (1)4.5

Form of Series B Warrant. (1)4.6

Form of Series C Warrant. (1)4.7

Form of Series D Warrant. (1)4.8

Form of Series J Warrant. (1)4.9

Form of Series E Warrant issued to Kuhns Brothers. (1)10.1

Share Exchange Agreement, dated as of June 5, 2007, by and between the Company, Rise Elite and World Through Limited. (1)10.2

Securities Purchase Agreement, dated as of June 5, 2007, by and between the Company, Rise Elite, Vision Opportunity Master Fund, Richard Astrom, Christopher Astrom, and certain other parties signatory thereto. (1)10.3

Form of Escrow Agreement, dated June 5, 2007, by and between the Company, Rise Elite, Vision and Loeb and Loeb LLP. (3)10.4

Engagement Letter Agreement, dated September 1, 2006, by and between Sunway and Kuhns Brothers, Inc. (1)10.5

Form of Securities Escrow Agreement, dated June 5, 2007, by and between the Company, Vision Opportunity Master Fund, Ltd., Rise Elite and Loeb and Loeb LLP. (1)10.6

Form of Consignment Agreement, dated as of June 5, 2007, between Rise Elite and the Shareholders of Sunway. (3)10.7

Form of Consignment Transfer Agreement, dated as of June 5, 2007, between Rise Elite and WTL. (3)10.8

Exclusive Purchase Option Agreement, dated as of June 5, 2007, between shareholders of Sunway and WTL. (3)10.9

Intellectual Property Transfer Agreement, dated as of June 5, 2007, between Sunway and SWT. (3)10.10

Intellectual Property Licensing Agreement, dated as of June 5, 2007, between Sunway and SWT. (3)10.11

Consigned Management Agreement, dated as of June 5, 2007, between SWT, Sunway, and the shareholders of Sunway. (3)





40





10.12

Loan Agreement, dated as of June 5, 2007, between Sunway and SWT. (3)10.13

Equipment Lease Agreement, dated as of June 5, 2007, between Sunway and SWT. (3)10.14

Amendment to Registration Rights Agreement dated July 24, 2007 by and between the Company, Vision Opportunity Master Fund, Ltd., and Columbia China Capital Group, Inc. (4)10.15

Amendment to Registration Rights Agreement dated June 19, 2008 by and between the Company and Vision Opportunity Master Fund, Ltd. (4)10.16

Capital Transfer Agreement, dated March 16, 2008, by and among SWT, Liang DeLi, Sun Xitao, and Yao Liyan. (5)10.17

Share and Asset Transfer Agreement, dated August 31, 2008, by and between Liheng Enterprise Company Limited and SWT. (6)10.18

Lease Agreement, by and between Beijing Jiahai Realty Development Co., Ltd., Beijing Jiahai Property Management Co., Ltd., and Beijing Sunway New-force Medical Treatment Tech Co., Ltd.  (6)10.19

Lease Agreement, dated March 18, 2008, by and between Daqing Sunway and DaqingZhuangyeGuangchang Co., Ltd. (6)21.1

List of Subsidiaries. (6)31.1

Certification by Chief Executive Officer pursuant to Sarbanes Oxley Act of 2002 Section 302.*31.2

Certification by Chief Financial Officer pursuant to Sarbanes Oxley Act of 2002 Section 302.*32.1

Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Act of 2002 Section 906.*32.2

Certification by Chief Financial Officer pursuant to Sarbanes-Oxley Act of 2002 Section 906.*





(1) Incorporated by reference to the exhibit of the same number to our report on form 8-K filed with the SEC on June 12, 2007.


(2) Incorporated by reference to the exhibit of the same number to our report on form 8-K/A filed with the SEC on June 20, 2007.


(3) Incorporated by reference to the exhibit of the same number to our report on form 8-K/A filed with the SEC on June 27, 2007.


(4)Incorporated by reference to the exhibit of the same number to our registration statement on form S-1 filed with the SEC on September 23, 2008.


(5) Incorporated by reference to the exhibit to our quarterly report for the period ended March 31, 2008 on Form 10-Q/A filed with the SEC on March 6, 2009.


(6)Incorporated by reference to the exhibit to our annual report for the period ended December 31, 2008 on Form 10-K filed with the SEC on March 30, 2009.


* Filed Herewith





41





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.April 15, 2011
By:
/s/ Liu BoLiu BoChief Executive Officer and Chairman

(principal executive officer)/s/ Samuel ShengSamuel Sheng

Chief Financial Officer (Principal Financial andAccounting 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

DateChief Executive Officer and

April 15, 2011/s/ Liu Bo

Chairman of the Board of DirectorsLiu BoChief Financial Officer (Principal Financial

April  15, 2011/s/ Samuel Sheng

and Accounting officer)Samuel Sheng/s/ Liang Deli

Director

April 15, 2011Liang Deli




42